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Toyota Tsusho to export apparel products to Hong Kong

02 Mar '09
6 min read

Any further additional funding shall be determined by the shareholders of the Joint Venture Company from time to time.

Board Composition : The board of directors of the Joint Venture Company will consist of 4 directors, of which 2 directors will be nominated by Team China, the other 2 directors will be nominated by Toyota Tsusho.

Financial Effects of the Transaction : Based on the expected total investment amount in the Joint Venture Company of HK$84,000,000.00, each of Team China and Toyota Tsusho is expected to contribute HK$42,000,000.00. The funding required by Team China for the contribution will be sourced by the Company from its internal cash reserves.

The funding requirement for making the contribution is not expected to have any material impact on the Company. The Joint Venture Company may obtain further funding in an amount not exceeding HK$76,000,000.00 by means of external borrowings and/or shareholders' loans after the expiry of 4 months from the date of the Joint Venture Agreement and within two years from the date of the Joint Venture Agreement, and that in the case of external borrowings each of Team China and Toyota Tsusho shall provide a guarantee to the provider of the facility based on their proportionate shareholding in the Joint Venture Company.

As the Joint Venture Company will be owned by Team China and Toyota Tsusho as to 50% and 50% respectively, the Joint Venture Company will be treated as a jointly controlled entity of the Company and will be so treated in the consolidated financial statements of the Company.

Reasons and Benefit for the Joint Venture: With the Company's seasoned experience in brand development in the Greater China and Toyota Tsusho's distinguished reputation and extensive network, there is much synergy in the joint venture. It is anticipated that JFT Holdings will leverage on the strength of its shareholders and offer holistic and creative design and product development for brand labels.

The Company considers that the economic downturn which is mainly attributable to market uncertainties surrounding the global economy, offers positive investment opportunities for expansion as operating costs are lowered and the Greater China presents a wealth of opportunities for the Company's retailing and branding operations. The joint venture will provide a solid platform for the Company to fortify its retail and branding operations initially in the Greater China and subsequently in the rest of Asia. The Directors believe that the terms of the transaction are fair and reasonable and in the interests of the Shareholders as a whole.

Toyota Tsusho is a member of the Toyota Motor Corporation, the world-known automobile conglomerate. It is the sole trading company of the Toyota Group that engages in retail and brand development and operates under a wide range of popular Japanese life-style products. The principal business activities of Toyota Tsusho are the retailing and brand development and operate under a wide range of popular Japanese life-style products.

Based on the calculation reckoned on the 100% of the investment of Team China, the formation of the Joint Venture Company constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules.

Symphony Holdings Limited

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