this circular is important and requires your … circular.pdf · vendors to the purchaser, of which...

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you

should consult your licensed securities dealer, bank manager, solicitor, professional

accountant or other professional adviser.

If you have sold or transferred all your shares in Gold Peak Industries (Holdings)

Limited, you should at once hand this circular and the accompanying form of proxy to the

purchaser or transferee or to the bank, licensed securities dealer or other agent through

whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong

Limited take no responsibility for the contents of this circular, make no representation as to

its accuracy or completeness and expressly disclaim any liability whatsoever for any loss

howsoever arising from or in reliance upon the whole or any part of the contents of this

circular.

(Incorporated in Hong Kong under the Companies Ordinance)

(Stock Code: 40)

VERY SUBSTANTIAL DISPOSAL

PROPOSED DISPOSAL OF 50% INTEREST IN

SHANGHAI JINTING

A letter from the Board is set out on pages 5 to 16 of this circular. A notice convening an

extraordinary general meeting (“EGM”) to be held at Tang Room I, 3/F Sheraton Hong

Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong at 10:30 a.m. on Tuesday, 26

February 2013 is set out on pages 53 and 54 of this circular. Whether or not you are able

to attend the EGM, please complete and return the enclosed form of proxy in accordance

with the instructions printed thereon and return it to the registered office of the Company at

8th Floor, Gold Peak Building, 30 Kwai Wing Road, Kwai Chung, New Territories, Hong

Kong as soon as possible and in any event, not less than 48 hours before the time

appointed for the holding of the EGM or any adjournment thereof. Completion and return of

the form of proxy will not preclude you from attending and voting in person at the EGM or

any adjourned meeting should you so wish.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

5 February 2013

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Appendix I — Financial Information of the Group . . . . . . . . . . . . . . . . . 17

Appendix II — Financial Information of Shanghai Jinting . . . . . . . . . . . 26

Appendix III — Unaudited Pro Forma Financial Information of

the Remaining Group . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Appendix IV — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

CONTENTS

In this circular, the following expressions have the following meanings unless the

context requires otherwise:

“Balance” the aggregate sum of RMB262.5 million (equivalent to

approximately HK$327 million)

“Board” the board of Directors

“Company” Gold Peak Industries (Holdings) Limited, a company

incorporated in Hong Kong, the issued shares of

which are listed and traded on the Hong Kong Stock

Exchange

“Completion” completion of the Disposal

“Completion Date” the date of completion of the Disposal, being the date

of completion of the procedures for the Registration

Changes

“Conditions Precedent” the conditions precedent set out in the Equity Transfer

Agreement

“connected persons” has the meaning ascribed to it under the Listing Rules

“Deposit” the aggregate sum of RMB30 million (equivalent to

approximately HK$36 million)

“Directors” the directors of the Company

“Disposal” the disposal of the Sale Shares

“Dongchang Auto Parts” Shanghai Dongchang Auto Parts Co., Ltd.# (上海東昌汽車配件有限公司), a company incorporated in the

PRC with limited liability

“Dongchang Investment” Shanghai Dongchang Investment Development Co.,

Ltd.# (上海東昌投資發展有限公司) , a company

incorporated in the PRC with limited liability

“Dongchang Sale Shares” 25% of the entire registered capital of Shanghai

Jinting, being the entire equity interest owned by

Dongchang Auto Parts in Shanghai Jinting

DEFINITIONS

– 1 –

“EGM” the extraordinary general meeting of the Company to

be convened to approve the Equity Transfer

Agreement and the transact ions contemplated

thereunder

“Equity Transfer Agreement” the conditional agreement dated 21 December 2012

and entered into between the Vendors, Dongchang

Investment and the Purchaser for the sale and

purchase of the Sale Shares

“Escrow Account” the escrow account established pursuant to the

Escrow Agreement

“Escrow Agent” Bank of China Limited – Shanghai Bank of China

Tower branch# (中國銀行股份有限公司上海市中銀大廈支行)

“Escrow Agreement” the escrow agreement dated 21 December 2012 and

entered into between the Vendors, the Purchaser and

the Escrow Agent

“GP Auto Parts” GP Auto Parts Limited, a company incorporated in

Hong Kong with limited liability and a wholly owned

subsidiary of GP Industries

“GP Batteries” GP Batteries International Limited, a company

incorporated in Singapore with limited liability, the

shares of which are currently listed on the Singapore

Stock Exchange

“GP Disposal” the disposal of the GP Sale Shares

“GP Industries” GP Industries Limited, a company incorporated in the

Republic of Singapore with limited liability, the shares

of which are listed on the Singapore Stock Exchange

and is owned as to 81.2% by the Company as at the

date of this circular

“GP Sale Shares” 50% of the entire registered capital of Shanghai

Jinting, being the entire equity interest owned by GP

Auto Parts in Shanghai Jinting

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the

People’s Republic of China

DEFINITIONS

– 2 –

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Latest Practicable Date’’ 31 January 2013, being the latest practicable date for

ascertaining certain information contained in this

circular

“Listing Rules” the Rules Governing the Listing of Securities on the

Hong Kong Stock Exchange

“PRC” People’s Republic of China

“Purchaser” Etern Group Ltd.# (永鼎集團有限公司), a company

incorporated in PRC

“Registration Changes” the change of part iculars with the relevant

Administration for Industry and Commerce in the PRC

in relation to the Disposal

“Remaining Group’’ the Group immediately after the Completion

“Sale Shares” the aggregate of the GP Sale Shares and the

Dongchang Sale Shares, being 75% of the entire

registered capital of Shanghai Jinting

“SFO’’ the Securities and Futures Ordinance (Chapter 571 of

the Laws of Hong Kong)

“Shanghai Jinting” Shanghai Jinting Automobile Harness Limited# (上海金亭汽車線束有限公司), a company established in the

PRC

“Shanghai Jinting Dividend” the dividend of RMB250 mil l ion (equivalent to

approximately HK$311 million) distributable to the

shareholders of Shanghai Jinting in proportion to their

shareholding as at the date of the Equity Transfer

Agreement, which shall be paid out of the profits of

Shanghai Jinting for the years ended 31 December

2011

“Shareholders” holders of Shares

“Shares” ordinary shares of HK$0.50 each in the capital of the

Company

“Singapore Stock Exchange” the Singapore Exchange Securities Trading Limited

DEFINITIONS

– 3 –

“Suzhou Bordnetze” Suzhou Bordnetze Electrical Systems Limited# (蘇州波特尼電氣系統有限公司), a company established in

the PRC

“Vendors” GP Auto Parts and Dongchang Auto Parts (each of

them a “Vendor”)

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“RMB” Renminbi, the lawful currency of the PRC

“S$” Singapore dollars, the lawful currency of Singapore

“%” per cent.

# The English translation of Chinese names in this circular is included for information purpose only, and

should not be regarded as the official English translation of such Chinese names.

Note: In this circular, other than Appendix III, certain amounts denominated in RMB have been translated (for

information only) into Hong Kong dollars at an exchange rate of RMB1=HK$1.244. No representation is

made that any amount in RMB could have been or could be converted into Hong Kong dollars (or vice

versa) at such an exchange rate or any other exchange rates.

DEFINITIONS

– 4 –


(Stock Code: 40)

Executive Directors:Victor LO Chung Wing (Chairman & Chief Executive)Andrew NG Sung On (Vice Chairman)LEUNG Pak Chuen

Richard KU Yuk Hing

Andrew CHUANG Siu Leung

Non-Executive Director:Vincent CHEUNG Ting Kau

Independent Non-Executive Directors:LUI Ming Wah

Frank CHAN Chi Chung

CHAN Kei Biu

Registered Office:8th Floor

Gold Peak Building

30 Kwai Wing Road

Kwai Chung

New Territories

Hong Kong

5 February 2013

To the Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL

PROPOSED DISPOSAL OF 50% INTEREST IN

SHANGHAI JINTING

INTRODUCTION

On 21 December 2012, the Vendors, the Purchaser and Dongchang Investment

entered into the Equity Transfer Agreement for the disposal of the Sale Shares by the

Vendors to the Purchaser, of which GP Auto Parts shall dispose of the GP Sale Shares to

the Purchaser, representing 50% of the entire registered capital of Shanghai Jinting.

Under the Equity Transfer Agreement, GP Auto Parts shall be entitled to receive an

aggregate amount of RMB320 million (equivalent to approximately HK$398 million),

comprising an amount of RMB195 million (equivalent to approximately HK$242 million)

payable by the Purchaser and its share of the Shanghai Jinting Dividend of RMB125

million (equivalent to approximately HK$156 million) payable by Shanghai Jinting.

LETTER FROM THE BOARD

– 5 –

As the GP Disposal constitutes a very substantial disposal for the Company under

Chapter 14 of the Listing Rules and is therefore subject to the approval of the

Shareholders at the EGM and the reporting and announcement requirements under

Chapter 14 of the Listing Rules.

The purpose of this circular is (i) to provide you with, among other things, further

details of the Equity Transfer Agreement and the Disposal; and (ii) to give the

Shareholders the notice of EGM to be held to consider and, if thought fit, to approve the

Equity Transfer Agreement and the transactions contemplated thereunder.

THE AGREEMENT

Date

21 December 2012

Parties

Purchaser: Etern Group Ltd., a company incorporated in the PRC

Vendors: (a) GP Auto Parts Limited, a wholly owned subsidiary of

GP Industries; and

(b) Shanghai Dongchang Auto Parts Co., Ltd.# (上海東昌汽車配件有限公司), a company incorporated in the

PRC

Other shareholder: Shanghai Dongchang Investment Development Co., Ltd.#

(上海東昌投資發展有限公司), a company incorporated in the

PRC

To the best of the Directors’ knowledge, information and belief having made all

reasonable enquiry, each of the Purchaser, Dongchang Auto Parts and the Dongchang

Investment, as well as their ultimate beneficial owners, are third parties independent of the

Company and connected persons (as defined in the Listing Rules) of the Company.

The obligations of each of the Vendors under the Equity Transfer Agreement are

several.


– 6 –

Assets to be disposed of

Pursuant to the Equity Transfer Agreement:

(a) GP Auto Parts shall dispose of the GP Sale Shares to the Purchaser,

representing 50% of the entire registered capital of Shanghai Jinting; and

(b) Dongchang Auto Parts shall dispose of the Dongchang Sale Shares to the

Purchaser, representing 25% of the entire registered capital of Shanghai

Jinting.

Subject to the fulfillment of the provisions of the Equity Transfer Agreement, each of

the Vendors and Dongchang Investment agreed to waive its pre-emptive rights in respect

of its shares in Shanghai Jinting.

Upon Completion, the Company will cease to hold any interest in Shanghai Jinting

and Shanghai Jinting will cease to be a jointly controlled entity of the Company.

Automotive wire harness will cease to be a principal business activity of the Group after

Completion.

The following chart illustrates the shareholding of Shanghai Jinting as at the date of

the Equity Transfer Agreement:

81.1%

The Company

GP Industries

GP Auto Parts Dongchang Auto Parts

Dongchang Investment

Shanghai Jinting

Suzhou Bordnetze

100%

50% 25% 25%

40%


– 7 –

The following chart illustrates the shareholding of Shanghai Jinting immediately

after Completion:

75% 25%

Purchaser Dongchang Invesment

Shanghai Jinting

Suzhou Bordnetze

40%

Consideration

Under the Equity Transfer Agreement, GP Auto Parts shall be entitled to receive an

aggregate amount of RMB320 million (equivalent to approximately HK$398 million),

comprising an amount of RMB195 million (equivalent to approximately HK$242 million)

payable by the Purchaser and its share of the Shanghai Jinting Dividend of RMB125

million (equivalent to approximately HK$156 million) payable by Shanghai Jinting. The

aforesaid amounts shall be paid in the following manner:

(a) the deposit of RMB20 million (equivalent to approximately HK$24 million) shall

be payable in cash by the Purchaser to the Escrow Agent within seven days

after signing of the Escrow Agreement. The Purchaser shall instruct the

Escrow Agent to release the amount to GP Auto Parts within seven days after

the Completion Date;

(b) board resolutions of Shanghai Jinting shall be passed to authorize the

payment of the Shanghai Jinting Dividend within three days after GP Auto

Parts having produced original document(s) evidencing the approval of the

transactions contemplated under the Equity Transfer Agreement by the

shareholders of the Company and GP Industries in accordance with the

requirements of the Hong Kong Stock Exchange and the Singapore Stock

Exchange respectively, and GP Auto Parts’ share of the Shanghai Jinting

Dividend of RMB125 million (equivalent to approximately HK$156 million)

shall be payable by Shanghai Jinting to the GP Auto Parts within twenty days;

and


– 8 –

(c) the balance of RMB175 million (equivalent to approximately HK$218 million)

shall be payable in cash by the Purchaser to the Escrow Agent after (i) ten

days after GP Auto Parts have produced original document(s) evidencing the

approval of the transactions contemplated under the Equity Transfer

Agreement by the shareholders of the Company and GP Industries in

accordance with the requirements of the Hong Kong Stock Exchange and the

Singapore Stock Exchange respectively; (ii) the Vendors having shown to the

Purchaser the original documents required for submission to effect the

transfer of shareholding in Shanghai Jinting at the Administration for Industry

and Commerce and obtain the required approvals from the relevant

government authorities; and (iii) the Shanghai Jinting Dividend having been

paid to the shareholders in accordance with the terms of the Equity Transfer

Agreement. The Purchaser shall instruct the Escrow Agent to release the

amount to GP Auto Parts within seven days after the Completion Date.

Under the Equity Transfer Agreement, Dongchang Auto Parts shall be entitled to

receive an aggregate amount of RMB160 million (equivalent to approximately HK$199

million), comprising an amount of RMB97.5 million (equivalent to approximately HK$121

million) payable by the Purchaser and its share of the Shanghai Jinting Dividend of

RMB62.5 million (equivalent to approximately HK$78 million) payable by Shanghai Jinting.

The aforesaid amounts shall be paid to Dongchang Auto Parts in the same manner above.

Conditions Precedent

Completion of the Disposal is conditional upon the fulfillment of the following

conditions:

(a) the approval of the Equity Transfer Agreement and the transactions

contemplated thereunder by the shareholders of the Company and GP

Industries in accordance with the requirements of the Hong Kong Stock

Exchange and the Singapore Stock Exchange respectively; and

(b) the procurement by the parties to the Equity Transfer Agreement of the

payment of the Shanghai Jinting Dividend by Shanghai Jinting to its

shareholders in proportion to their shareholdings in accordance with the

provisions of the Equity Transfer Agreement.

Unless otherwise agreed between the parties, in the event that the Condition

Precedent set out in paragraph (a) above is not fulfilled by 21 July 2013 (or such a later

date as may be agreed between the parties to the Equity Transfer Agreement in writing) or

the Condition Precedent set out in paragraph (b) above is not fulfilled by 10 August 2013

(or 26 September 2013 if there shall be any delay caused by any government authorities),

the Equity Transfer Agreement shall automatically terminate (without prejudice to the

obligations of the parties for breach of the Equity Transfer Agreement).


– 9 –

Completion

Within one month after the satisfaction of the Conditions and in any event no later

than 26 September 2013 (or such a later date as may be agreed between the parties to the

Equity Transfer Agreement in writing), the parties to the Equity Transfer Agreement shall

procure the completion of Registration Changes with the relevant Administration for

Industry and Commerce and the approval of the Disposal by the relevant Ministry of

Commerce in the PRC.

Defaults

(a) If the Disposal is not completed before 26 September 2013 (or such a later date as

may be agreed between the parties to the Equity Transfer Agreement in writing):

(i) for reasons attributable to any of the Vendors, the Deposit shall be returned to

the Purchaser (together with interest thereon);

(ii) for reasons attributable to GP Auto Parts, GP Auto Parts shall pay RMB30

million (equivalent to approximately HK$36 million) to the Purchaser, unless

the Company and GP Industries were not able to prepare and issue relevant

circulars to their respective shareholders in accordance with the relevant

requirements as a result of the default by the other parties to the Equity

Transfer Agreement to provide requisite information pursuant to the Equity

Transfer Agreement;

(iii) for reasons attributable to Dongchang Auto Parts, it shall pay RMB30 million

(equivalent to approximately HK$36 million) to the Purchaser;

(iv) for reasons jointly attributable to GP Auto Parts and Dongchang Auto Parts,

GP Auto Parts and Dongchang Auto Parts shall pay RMB20 million (equivalent

to approximately HK$24 mil l ion) and RMB10 mil l ion (equivalent to

approximately HK$12 million) to the Purchaser respectively; or

(v) for reasons attributable to the Purchaser, or if the Vendors have provided

requisite documents but the Disposal is not completed within one month after

fulfillment of the Conditions Precedent (which shall not be later than 26

September 2013 or such a later date as may be agreed between the parties to

the Equity Transfer Agreement in writing), the Deposit shall be forfeited

(together with interest thereon) and released to the Vendors, as to RMB20

million (equivalent to approximately HK$24 million) to GP Auto Parts and as to

RMB10 million to Dongchang Auto Parts (equivalent to approximately HK$12

million).


– 10 –

The aforesaid payments shall be made within seven days after receipt of a written

request by the non-defaulting party or before 3 October 2013, whichever is earlier. If any of

the Vendors fail to make the aforesaid payment within the prescribed period, the relevant

amount shall be deducted from and paid out of the undistributed profit of Shanghai Jinting

to the Purchaser, and the defaulting Vendor shall pay up any shortfall.

(b) If the Disposal is not completed for reasons attributable to any of the Vendors:

(i) in respect of the production orders for automotive wire harness for new car

models taken up by Shanghai Jinting upon referrals by the Purchaser during

the period from the date of the Equity Transfer Agreement to the date of

default of the Equity Transfer Agreement, Shanghai Jint ing shal l

unconditionally transfer all the orders for relevant products to the Purchaser or

its related companies at nil consideration; provided that:

(I) none of the assets of Shanghai Jinting (namely, land, factories, funds,

employees and other resources) shall be used for the relevant

manufacturing operations;

(II) the Purchaser shall be responsible for procuring consent from the

customers for the aforesaid transfers; and

(III) the Purchaser shall be liable for and shall compensate Shanghai Jinting

for penalties arising from transfer of such orders (including but not

limited to quality and other problems of the relevant products); and

(ii) during the period from the date of the Equity Transfer Agreement to the date of

default thereof, after Suzhou Bordnetze distributes, by way of dividend to

Shanghai Jinting, profits arising from the production orders for automotive

wire harness for new car models taken up by Suzhou Bordnetze upon referrals

by the Purchaser, Shanghai Jinting shall pay to the Purchaser or its related

companies commission fees which shall be equal to the amount of the

dividend attributable to the new businesses (proportionate to the gross profit

of Suzhou Bordnetze which is attributable to its new businesses and other

businesses) within 14 days after Shanghai Jinting receives the dividend

payment from Suzhou Bordnetze.

(c) In the event of default of the Equity Transfer Agreement by the Purchaser as set out

below, the Vendors may terminate the Equity Transfer Agreement and the Purchaser

shall pay RMB20 million (equivalent to approximately HK$24 million) to GP Auto

Parts and RMB10 million (equivalent to approximately HK$12 million) to Dongchang

Auto Parts within seven days after receipt of written notice from the Vendors:

(i) if the Purchaser fails to pay the Deposit in accordance with the Equity Transfer

Agreement;


– 11 –

(ii) if the Purchaser fails to pay the Balance or fails to provide written instructionsto the Escrow Agent to release the relevant amount. RMB30 mill ion(equivalent to approximately HK$36 million) may be deducted from and paidout of the Deposit in the Escrow Account or, at the discretion of the Vendors,paid by the Purchaser directly; or

(iii) if the Purchaser directly or indirectly causes the Vendors to be unable toreceive the Balance within 14 days after the Completion Date. RMB30 million(equivalent to approximately HK$36 million) may be deducted from and paidout of the Deposit in the Escrow Account or, at the discretion of the Vendors,paid by the Purchaser directly. In addition, the Purchaser shall unconditionallytransfer the Sale Shares back to the respective Vendors within 14 days of theCompletion Date at nil consideration and compensate the Vendors for allrelevant fees and losses (including tax and other expenses paid or payable bythe Vendors pursuant to the transactions under the Equity TransferAgreement).

(d) In the event that the Equity Transfer Agreement is terminated because ShanghaiJinting has not distributed the Shanghai Jinting Dividend in accordance with theEquity Transfer Agreement as a result of:

(i) default by Dongchang Investment, Dongchang Investment shall pay RMB20million (equivalent to approximately HK$24 million) to GP Auto Parts andRMB10 million (equivalent to approximately HK$12 million) to DongchangAuto Parts;

(ii) default by one of the Vendors, the defaulting Vendor shall pay RMB30 million(equivalent to approximately HK$36 million) to the Purchaser; or

(iii) default by the Vendors jointly, the Vendors shall pay RMB30 mill ion(equivalent to approximately HK$36 million) to the Purchaser in accordancewith the proportion of their shareholding in Shanghai Jinting.

Non-compete undertaking

Within three years after the Completion Date, the Vendors or their shareholders andtheir subsidiaries shall not compete with the automotive wire harness businesses operatedby the Purchaser and Shanghai Jinting in Shanghai, Jiangsu, Zhejiang and other YangtzeRiver Delta regions as well as the automotive wire harness businesses operated by thecompanies prescribed in the Equity Transfer Agreement, save that one of the subsidiariesof the Company may continue to sell automotive wire harness to an existing customerprescribed under the Equity Transfer Agreement.

CONSENTS FROM BANKS

Under certain loan agreements entered into by the Group, the Group is required toobtain consents from relevant banks for the GP Disposal. As at the Latest PracticableDate, the Group is in the process of obtaining the relevant consents and does not expectthat it will breach any loan agreement by proceeding with Completion without obtaining therequisite consents. In the event that the relevant consents are not provided, the Group willrepay the outstanding loans as requested by the banks. The total amounts of suchoutstanding loans are approximately HK$717 million as at the Latest Practicable Date.Taking into account the Group’s unpledged bank balances (approximately HK$610 millionas at 31 December 2012) and the proceeds from the GP Disposal, it is expected that theGroup will have sufficient financial resources to repay all such loans if necessary.Completion is not conditional upon the obtaining of the bank consents.


– 12 –

INFORMATION OF THE PURCHASER, DONGCHANG AUTO PARTS AND DONGCHANG

INVESTMENT

To be best of the Directors’ knowledge, information and belief having made all

reasonable enquiry:

(a) the Purchaser is principally engaged in manufacturing of cables, trading of

automobile and property development;

(b) Dongchang Auto Parts is principally engaged in manufacturing and trading of

auto parts; and

(c) Dongchang Investment is principally engaged in manufacturing of auto parts,

trading of automobile and property development.

INFORMATION OF SHANGHAI JINTING AND SUZHOU BORDNETZE

Shanghai Jinting is a sino-foreign equity joint venture incorporated in the PRC. The

registered capital of Shanghai Jinting is USD7.4 million. It is principally engaged in the

manufacturing and sale of automotive wire harness.

Shanghai Jinting holds 40% equity interest in Suzhou Bordnetze which is principally

engaged in the manufacturing of automotive wire harness.

FINANCIAL INFORMATION OF SHANGHAI JINTING

Set out below is the financial information of Shanghai Jinting for the two years ended

31 March 2011 and 2012 and six months ended 30 September 2012.

For the year ended

31 March

For the six

months

ended

30 September

20122011 2012

RMB’000 RMB’000 RMB’000(Unaudited) (Unaudited) (Unaudited)

Turnover 808,207 761,837 341,430

Net profit before tax 153,428 138,730 56,191

Net profit after tax 137,874 129,864 52,099

As at 31 March

As at

30 September

20122011 2012

RMB’000 RMB’000 RMB’000(Unaudited) (Unaudited) (Unaudited)

Net assets value 286,928 416,792 468,891


– 13 –

REASONS FOR AND BENEFITS OF ENTERING INTO THE EQUITY TRANSFER

AGREEMENT

The Company acts as an investment holding company. The activities of its principal

subsidiaries and associates are investment holding and development, manufacturing,

marketing and trading of batteries, electronics and acoustics products and automotive

wire harness.

The price competition among the suppliers of automotive wire harness in Shanghai

area has become very intensive in recent years. In addition, the production of certain old

harness products by Shanghai Jinting for a key customer will be terminated soon following

the phasing out of these car models. Moreover, the Chinese joint venture partners of

Shanghai Jinting are having different views on the development and expansion of the

business of Shanghai Jinting, and such misalignment is expected to adversely affect the

ability of Shanghai Jinting to maintain its market position. In view of the above factors, the

prospects of Shanghai Jinting have become uncertain. The Disposal provides an

opportunity for the Company to exit from the investment. The Board will continue to

consolidate and streamline the operations of the Remaining Group to ensure

competitiveness. To the best knowledge, information and belief of the Directors, and

having made all reasonable enquiries, as at the Latest Practicable Date, save for the GP

Disposal and the transactions contemplated under the Equity Transfer Agreement, the

Company has not entered and currently does not have any proposal to enter into any

agreement, arrangement, understanding, undertaking or negotiation (whether concluded

or not) for any acquisition or disposal or scaling-down of the businesses of the Remaining

Group.

The aggregate amount payable by the Purchaser to GP Auto Parts for the GP

Disposal was arrived after arm’s length negotiations between the parties, having regard to

the reasons for the Disposal as set out above, the assets and liabilities of Shanghai Jinting

and the business prospects of Shanghai Jinting.

The Board considers that the terms of the Equity Transfer Agreement in respect of

the GP Disposal are negotiated on an arm’s length basis, on normal commercial terms, fair

and reasonable and in the interest of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE DISPOSAL

The Group intends to use the amounts to be received by GP Auto Parts under the

Equity Transfer Agreement for general working capital purposes.

The Group has adopted the proportionate consolidation method in recognizing its

interests in Shanghai Jinting in its financial statements. Under the Equity Transfer

Agreement, GP Auto Parts shall be entitled to receive an aggregate amount of RMB320

million (equivalent to approximately HK$398 million), representing a surplus of about

RMB86 million (equivalent to approximately HK$107 million) to 50% of the net assets

value of Shanghai Jinting as at 30 September 2012. Based on the unaudited consolidated

net assets value of Shanghai Jinting as at 30 September 2012, the Group is expected to

record a net unaudited gain upon the GP Disposal of approximately HK$63 million after


– 14 –

deduction of the estimated capital gain tax payable to the PRC tax authorities, the costs

and expenses related to the GP Disposal, warranty cost provision and non-controlling

interests. As a result, the net assets value of the Group would be increased slightly upon

completion.

The unaudited total assets and total liabilities of the Group as at 30 September 2012

as extracted from the 2012/2013 unaudited consolidated statement of financial position of

the Group as at 30 September 2012 were HK$3,523 million and HK$1,547 million

respectively. Based on the unaudited pro forma consolidated statement of financial

position of the Remaining Group (as set out in Appendix III of this circular), the unaudited

pro forma total assets of the Remaining Group would be enlarged by HK$2 million to

HK$3,525 million. The unaudited pro forma total liabilities of the Remaining Group would

be reduced by HK$81 million to HK$1,466 million as if the GP Disposal had been

completed on 30 September 2012.

Based on the unaudited pro forma consolidated income statement of the Remaining

Group (as set out in Appendix III of this circular), the unaudited profit attributable to the

owners of the Company would be increased by HK$62 million to HK$103 million as if the

GP Disposal had been completed on 1 April 2012.

UNDERTAKING

On the date of the Equity Transfer Agreement, Mr. Victor LO Chung Wing, Mr.

Andrew NG Sung On and a company in which they had beneficial interests, which held in

aggregate 42.38% of the issued share capital of the Company, executed an unconditional

and irrevocable undertaking to the Company in the form prescribed in the Equity Transfer

Agreement, pursuant to which they undertook to exercise (or to procure the exercise of) all

the voting rights owned or controlled by them in the Company to vote in favour of the

resolutions to be proposed at the EGM to approve the transactions contemplated under

the Equity Transfer Agreement.

IMPLICATIONS OF THE LISTING RULES

As the GP Disposal constitutes a very substantial disposal for the Company under

Chapter 14 of the Listing Rules and is therefore subject to the approval of the

Shareholders at the EGM and the reporting and announcement requirements under

Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all

reasonable enquiry, no Shareholder has a material interest in the Disposal. Accordingly,

no Shareholder is required to abstain from voting on the relevant resolution(s) to approve

the Equity Transfer Agreement and the transactions contemplated thereunder at the EGM.

Completion is subject to the fulfillment of Conditions Precedent including,

amongst others, the obtaining of the approval of the Shareholders, hence the

Disposal may or may not proceed. Shareholders and potential investors are advised

to exercise caution when dealing in the Shares.


– 15 –

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Tang Room I, 3/F Sheraton Hong Kong

Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong at 10:30 a.m. on Tuesday, 26

February 2013 at which an ordinary resolution will be proposed to consider and, if thought

fit, to approve the Equity Transfer Agreement and the transactions contemplated

thereunder is set out on pages 53 and 54 of this circular.

A form of proxy for use at the EGM is accompanied with this circular. Whether or not

you are able to attend the EGM, please complete and return the enclosed form of proxy in

accordance with the instructions printed thereon and return it to the registered office of the

Company at 8th Floor, Gold Peak Building, 30 Kwai Wing Road, Kwai Chung, New

Territories, Hong Kong as soon as possible and in any event, not less than 48 hours before

the time appointed for the holding of the EGM or any adjournment thereof. Completion and

return of the form of proxy will not preclude you from attending and voting in person at the

EGM or any adjourned meeting should you so wish.

The vote of the Shareholders at the EGM will be taken by poll in accordance with

Rule 13.39(4) of the Listing Rules and the Company will announce the results of the poll in

the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors considers that the terms of the Equity Transfer Agreement in respect

of the GP Disposal are negotiated on an arm’s length basis, on normal commercial terms,

fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution

to be proposed at the EGM to approve the Equity Transfer Agreement and the transactions

contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to

this circular.

Yours faithfully,

For and on behalf of

Gold Peak Industries (Holdings) Limited

Victor LO Chung Wing

Chairman & Chief Executive


– 16 –

I. FINANCIAL INFORMATION

The audited consolidated financial statements of the Group for the years ended 31

March 2010, 2011 and 2012 and the unaudited condensed consolidated financial

statements of the Group for the six months ended 30 September 2012 are disclosed in the

2009/2010 (pages 43 to 126), 2010/2011 (pages 43 to 134) and 2011/2012 (pages 43 to

126) annual reports and 2012/2013 interim report (pages 5 to 16) of the Company

respectively, all of which have been published on the website of the Hong Kong Stock

Exchange (www.hkex.com.hk) and the website of the Company (www.goldpeak.com).

II. FINANCIAL AND TRADING PROSPECTS OF THE REMAINING GROUP

Economic uncertainties around the world will continue to affect consumer

confidence and the demand for some of the Group’s products in Europe. Customer

demand in China and some Asian markets will likely remain stable.

The Group will continue its strategy to invest in product innovation, brands and

global distribution. It is also investing in automating its factories to counter the rising

labour cost in China and is expanding the production capacity for its professional

electronic business.

III. MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

The Remaining Group is principal ly engaged in investment holding and

development, manufacturing, marketing and trading of batteries, electronics and acoustics

products.

Set out below is the management discussion and analysis on the Remaining Group:

(i) For the six months ended 30 September 2012

Business Review

For the six months ended 30 September 2012, turnover of the Remaining

Group was approximately HK$759 million and the profit before tax of the Remaining

Group was approximately HK$36 million.

The revenue growth was mainly driven by sales growth in the electronics and

acoust ics business. Increased sales, new product introduct ion, process

improvements and stabilizing material costs contributed to improve GP Industries’

gross profit margin.

Revenue from the electronics business increased by 20% mainly due to

increased sales of professional electronic products. Revenue from the acoustics

business increased by 3%. Sales to America and China grew by 11% and 23%

respectively while sales to the European markets decreased by 10%. Share of profit

APPENDIX I FINANCIAL INFORMATION OF THE GROUP

– 17 –

from associated companies in the components business remained stable. Profit

contribution from the electronics and acoustics business increased by over 100%

when compared to last year.

Profit contribution from Linkz Industries Limited and Meiloon Industrial Co.,

Ltd. increased but other operating income of CIH Limited and its subsidiaries

decreased.

Turnover of GP Batteries decreased by 3% to S$385 million. Profit after tax

attributable to equity holders of GP Batteries was S$2.4 million, compared to S$4.7

million last year.

Capital Structure, Liquidity and Financial Resources

As at 30 September 2012, the Remaining Group had total assets of HK$3,163

million which were financed by shareholders’ funds and credit facilities.

As at 30 September 2012, the Remaining Group had outstanding borrowings

of approximately HK$1,061 mil l ion. These borrowings comprised secured

borrowings of approximately HK$1 mil l ion and unsecured borrowings of

approximately HK$1,060 million. The Remaining Group’s gearing ratio (the ratio of

consolidated net bank borrowings to shareholders’ fund and non-controlling

interests) as at 30 September 2012 was 38%.

At 30 September 2012, 61% of the Remaining Group’s bank borrowings were

revolving or repayable within one year whereas 39% were mostly repayable from

one to five years. Most of these bank borrowings are in US dollars, Singapore dollars

and Hong Kong dollars.

Capital Commitments

As at 30 September 2012, the Remaining Group had capital expenditure

commitment of approximately HK$1 million in respect of acquisition of property,

plant and equipment contracted for but not provided in the financial statements.

Significant Investment, Material Acquisition and Disposal

The Remaining Group did not have any significant investment, material

acquisition or disposal during the six months ended 30 September 2012.

Employees and Remuneration Policies

As at 30 September 2012, the Remaining Group’s major business divisions

employed about 10,100 people worldwide. During the six months ended 30

September 2012, the employee benefits expenses of the Remaining Group

amounted to approximately HK$184 million. Remuneration policies are reviewed

regularly to ensure that compensation and benefit packages are in line with the

market in the respective countries where the Remaining Group has operations.


– 18 –

During the six months ended 30 September 2012, the Remaining Group

continued to invest in its people through development programmes designed to

enhance their skills and operational excellence. Various workshops and training

sessions on management development, professional competence, legal

compliance, operational efficiency and product knowledge were provided.

Charge on Assets

As at 30 September 2012, the Remaining Group did not charge any of its

assets.

Treasury Policy

The Remaining Group’s exposure to foreign currency arose mainly from the

net cash flow and the translation of net monetary assets or liabilities of its overseas

subsidiaries. The Remaining Group and its major associates continued to manage

the exposure of foreign exchange rate and interest rate prudently. Forward

contracts, borrowings in local currencies and local sourcing have been arranged to

minimise the impact of currency fluctuation.

Contingent Liability

As at 30 September 2012, the Remaining Group had contingent liabilities in

respect of guarantees given to banks for banking facilities given to associates of

approximately HK$14 million.

(ii) For the year ended 31 March 2012

Business Review

For the year ended 31 March 2012, turnover of the Remaining Group was

approximately HK$1,464 million and the loss before tax of the Remaining Group was


Sales from the electronics business decreased as a result of weak export

markets, while sales from the acoustics business remained steady in US dollar

terms. Sales of acoustics products to the Americas and China grew while those to

the European markets declined. In a weak operating environment, associated

companies in the components business contributed lower profits. As a result, profit

contribution from the electronics and acoustics business decreased by 49% over the

previous financial year.

Turnover of GP Batteries held steady in US dollar terms, but profit after tax

attributable to equity holders dropped significantly primarily due to higher costs,

especially relating to rare earth materials.


– 19 –

Excluding exceptional items, other investments reported a lower profit as a

result of a lower contribution from Linkz Industries Limited and a loss at Meiloon

Industrial Co., Ltd. The Remaining Group made impairment provision and fair value

losses in respect of certain non-core investments and non-trade receivable. As a

result, other investments reported a net exceptional loss.


As at 31 March 2012, the Remaining Group had total assets of HK$3,100


As at 31 March 2012, the Remaining Group had outstanding borrowings of

approximately HK$1,049 million. These borrowings comprised secured borrowings

of approximately HK$2 million and unsecured borrowings of approximately

HK$1,047 million. The Remaining Group’s gearing ratio (the ratio of consolidated

net bank borrowings to shareholders’ fund and non-controlling interests) as at 31

March 2012 was 38%.

At 31 March 2012, 62% of the Remaining Group’s bank borrowings was

revolving or repayable within one year whereas 38% was repayable within one year

to five years. Most of these bank borrowings are in US dollars, Singapore dollars and

Hong Kong dollars.

Capital Commitments

As at 31 March 2012, the Remaining Group had capital expenditure




In April 2011, the Remaining Group entered into an agreement to subscribe for

a convertible note in the principal amount of approximately HK$68 million issued by

GSM Holdings Limited. The Remaining Group can convert the convertible note in

whole or in part into new shares to be issued by GSM Holdings Limited during the

period from 21 April 2012 to 21 April 2016, on the basis of conversion as set out in

the agreement.


As at 31 March 2012, the Remaining Group’s major business divisions

employed about 10,600 people worldwide. During the year ended 31 March 2012,

the employee benefi ts expenses of the Remaining Group amounted to

approximately HK$376 million. The Remaining Group offered fair compensation

packages and retirement schemes to its employees. Discretionary incentives were

granted to eligible employees based on the performance of the Remaining Group

and contribution of the staff members. Remuneration policies and packages are

reviewed regularly to ensure that compensation and benefits are in line with the

market of each region.


– 20 –

During the year, the Remaining Group continued to invest in its people through

development programmes designed to enhance their skills and operational

excellence. Various workshops and training sessions on management development,

professional competence, legal compliance, operational efficiency and product

knowledge were provided.

Charge on Assets

As at 31 March 2012, the Remaining Group did not charge any of its assets.

Treasury Policy








As at 31 March 2012, the Remaining Group had contingent liabilities in respect

of guarantees given to banks for banking facilit ies given to associates of


(iii) For the year ended 31 March 2011

Business Review


approximately HK$1,490 million and the profit before tax of the Remaining Group

was approximately HK$50 million.

Sales from the electronics business increased strongly, mainly due to higher

sales of professional audio products as the Remaining Group introduced new

products that were well received. The increase of sales from the acoustics business

was led by sales to China and Americas. Sales were lower in Europe partly due to

currency movements. Associated companies of the components business

contributed a slightly higher profit.

GP Batteries’ turnover increased, but the gross profit margin decreased

primarily owing to higher labour costs in China, the appreciation of the Renminbi and

volatile raw material prices. Profit after tax attributable to equity holders of GP

Batteries decreased.


– 21 –

Cable associate Linkz Industries Limited contributed a lower profit mainly

because of higher raw material prices. The 20%-owned Meiloon Industrial Co., Ltd.

returned to profit. Interest and dividend income from this business segment were

lower than the previous year. This segment also reported a net exceptional loss,

comprising mainly impairment losses on investments.









March 2011 was 39%.

At 31 March 2011, 58% of the Remaining Group’s bank borrowings was

revolving or repayable within one year whereas 42% was repayable from one to five

years. Most of these bank borrowings are in US dollars, Singapore dollars and Hong

Kong dollars.

Capital Commitments





In November 2010, the Remaining group entered into an acquisition

agreement to acquire certain properties in Australia for a consideration of

approximately A$10 million (approximately HK$78 million).

In December 2010, the Remaining Group disposed of its 46.4% interests in

SPG Industry (H.K.) Limited at the consideration of approximately HK$45 million.





approximately HK$374 million. The Remaining Group offered fair compensation

packages and retirement schemes to its employees. Discretionary incentives were

granted to eligible employees based on the performance of the Remaining Group

and contribution of the staff members.


– 22 –


development programmes designed to enhance their skills and operational

excellence. Various workshops and training sessions on management development,

professional competence, operational efficiency and product knowledge were

provided. The Company granted share options of 19,635,000 shares to eligible

employees and directors as incentive and rewards for their contributions to the

Company.

Charge on Assets

As at 31 March 2011, bank loans were secured by the Remaining Group’s

property, plant and equipment of approximately HK$3 million.

Treasury Policy










approximately HK$35 million and a letter of credit of approximately HK$56 million.

(iv) For the year ended 31 March 2010

Business Review


approximately HK$1,248 million and the profit before tax of the Remaining Group

was approximately HK$144 million.

Sales from the electronics business increased mainly because of good

performance from the professional audio equipment business following strong

reception for new products. In the parts and components business, sales from

subsidiaries were lower but the contribution from associates increased markedly.

Sales from the acoustics business declined despite growth in sales to China and

other Asian markets. However, cost-control measures mitigated the effects of lower

revenue. Overall profit contribution from electronics and acoustics businesses

increased.

GP Batteries reported a sharp increase in profit. Turnover decreased mainly

because of lower sales to Europe in the first half of the year under review. However,

gross profit margin rose on an improved sales mix and significant cost-control

measures.


– 23 –

In the Remaining Group’s other businesses, profit contribution from cable

associate Linkz Industries Limited increased despite lower sales. During the year,

Linkz issued new shares as consideration for its acquisition, which diluted GP

Industries’ interest from 47.2% to 37.7% and led to an exceptional loss. Sales of

Meiloon Industrial Co., Ltd. dropped and profit contribution was lower, although it

returned to profit in the third quarter.




In March 2010, the Company completed a rights issue of 3 rights shares for

every 7 existing shares at a price of HK$0.65 per rights share. A total of 235,407,885

rights shares were issued and the gross proceeds raised amounted to HK$153

million.






March 2010 was 51%.

At 31 March 2010, 83% of the Remaining Group’s bank borrowings were

revolving or repayable within one year whereas 17% were repayable from one to five

years. Most of these bank borrowings are in US dollars, Singapore dollars and Hong

Kong dollars.

Capital Commitments





In June 2009, the Remaining Group disposed of Gold Peak Building for a cash

consideration of HK$155 million and entered into a lease agreement with the

purchaser for leasing back the property for a term of five years commencing from the

date of completion for a monthly rental of HK$1.23 million.

In September 2009, the Remaining Group disposed of its 20% interest in

Furukawa GP Auto Parts (HK) Limited at a consideration of approximately HK$48

million, pursuant to the exercise of a call option by The Furukawa Electric Co., Ltd.

In October 2009, the Remaining Group disposed of its aggregate 49.1%

interest in Lighthouse Technologies Limited for a cash consideration of HK$180

million.


– 24 –

In November 2009, the Remaining Group acquired a 50% equity interest in

Shanghai Jinting for a consideration of HK$100 million.

In December 2009, GP Industries cancelled 55,681,443 issued shares by way

of selective capital reduction. The Company’s shareholding in GP Industries was

increased from 69.3% to approximately 76.7%.





approximately HK$344 million. The Remaining Group offers fair compensation

packages and retirement schemes to its employees. Remuneration policies are

reviewed regularly to ensure that compensation and benefit packages are in line

with the market in countries where the Remaining Group has operations.

Discretionary incentives were granted to eligible employees based on the

performance of the Remaining Group and contribution of the staff members.


development programmes designed to help them enhance their skills and contribute

to operational excellence. Various workshops and training sessions on management

development, professional competence, production efficiency and product

knowledge were provided.

Charge on Assets

As at 31 March 2010, bank loans were secured by the Remaining Group’s

property, plant and equipment of approximately HK$1 million.

Treasury Policy












– 25 –

UNAUDITED STATEMENTS OF COMPREHENSIVE INCOME

For the three years ended 31 March 2012 and

the six months ended 30 September 2012

For the year ended

31 March

For the six months ended

30 September

2010 2011 2012 2011 2012

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Turnover 780,925 808,207 761,837 371,799 341,430

Cost of sales (626,358) (688,336) (657,165) (345,861) (296,683)

Gross profit 154,567 119,871 104,672 25,938 44,747

Other income 5,413 6,696 5,880 1,551 1,835

Selling and distribution expenses (4,042) (1,754) (2,735) (1,446) (1,633)

Administrative expenses (27,572) (21,958) (29,277) (13,913) (16,202)

Finance costs (2,510) (3,634) (3,800) (1,983) (1,032)

Share of result of an associate 44,731 54,207 63,990 32,290 28,476

Profit before taxation 170,587 153,428 138,730 42,437 56,191

Taxation (19,255) (15,554) (8,866) (1,500) (4,092)

Profit and total comprehensive

income for the year/period 151,332 137,874 129,864 40,937 52,099

APPENDIX II FINANCIAL INFORMATION OF SHANGHAI JINTING

– 26 –

UNAUDITED STATEMENTS OF FINANCIAL POSITION

As at 31 March 2010, 2011 and 2012 and 30 September 2012

As at 31 March

As at 30

September

2010 2011 2012 2012

RMB’000 RMB’000 RMB’000 RMB’000

Non-current assets

Property, plant and equipment 66,282 62,746 62,996 61,409

Interest in an associate 72,836 100,082 119,540 100,684

139,118 162,828 182,536 162,093

Current assets

Inventories 120,274 134,412 126,932 101,843

Trade and other receivables and

prepayments 107,621 124,205 142,569 118,140

Bank balances, deposits and cash 118,235 87,928 149,731 194,683

346,130 346,545 419,232 414,666

Current liabilities

Creditors and accrued charges 143,288 131,712 137,044 96,780

Taxation payable 2,898 5,733 3,932 1,088

Bank loans and import loans 70,008 65,000 44,000 10,000

216,194 202,445 184,976 107,868

Net current assets 129,936 144,100 234,256 306,798

Total assets less current

liabilities 269,054 306,928 416,792 468,891

Non-current liabilities

Borrowings – 20,000 – –

Net assets 269,054 286,928 416,792 468,891

Capital and reserves

Share capital 61,261 61,261 61,261 61,261

Reserves 207,793 225,667 355,531 407,630

Total equity 269,054 286,928 416,792 468,891


– 27 –

UNAUDITED STATEMENTS OF CHANGES IN EQUITY

For the three years ended 31 March 2012 and

the six months ended 30 September 2012

Share

capital

Capital

reserve

Retained

profits

Total

Equity

RMB’000 RMB’000 RMB’000 RMB’000

At 1 April 2009 61,261 18,650 115,221 195,132


income for the year – – 151,332 151,332

Dividend paid – – (77,410) (77,410)

Transfer of reserves – 6,085 (6,085) –

At 31 March 2010 61,261 24,735 183,058 269,054



Dividend paid – – (120,000) (120,000)


At 31 March 2011 61,261 26,420 199,247 286,928




At 31 March 2012 61,261 28,518 327,013 416,792


income for the period – – 52,099 52,099


At 30 September 2012 61,261 30,645 376,985 468,891

At 31 March 2011 61,261 26,420 199,247 286,928


income for the period – – 40,937 40,937


At 30 September 2011 61,261 28,518 238,086 327,865


– 28 –

UNAUDITED STATEMENTS OF CASH FLOWS

For the three years ended 31 March 2012 and the six months ended 30 September 2012

For the year ended

31 March


30 September

2010 2011 2012 2011 2012


Operating activities

Profit before taxation 170,587 153,428 138,730 42,437 56,191

Adjustments for:

Share of result of an associate (44,731) (54,207) (63,990) (32,290) (28,476)

Depreciation of property, plant

and equipment 11,355 8,748 9,002 4,423 4,560

Interest Income (1,861) (1,270) (1,678) (512) (766)

Interest on bank and other

borrowings 2,510 3,634 3,800 1,983 1,032

Loss on disposal of property,

plant and equipment 507 1 313 21 564

Operating cash flows before

movements in working capital 138,367 110,334 86,177 16,062 33,105

(Increase) decrease in inventories (37,129) (14,138) 7,480 16,158 25,089

(Increase) decrease in trade and

other receivables and

prepayments (8,151) (16,584) (18,364) 32,879 40,206

Increase (decrease) in creditors

and accrued charges 60,097 (11,576) 5,332 (25,258) (40,264)

Cash generated from operations 153,184 68,036 80,625 39,841 58,136

Taxation paid (20,010) (12,719) (10,667) (5,731) (6,936)

Net cash generated from operating

activities 133,174 55,317 69,958 34,110 51,200

Investing activities

Dividend received from an

associate – 26,961 44,532 29,688 31,555

Interest received 1,861 1,270 1,678 512 766

Proceeds from disposal of

property, plant and equipment 66 59 725 4 49

Purchase of property, plant and

equipment (6,713) (5,272) (10,290) (6,019) (3,586)

Net cash (used in) from investing

activities (4,786) 23,018 36,645 24,185 28,784


– 29 –

For the year ended

31 March


30 September

2010 2011 2012 2011 2012


Financing activities

New borrowings raised 40,063 85,000 10,000 – –

Repayment of borrowings (51,559) (70,008) (51,000) (30,000) (34,000)

Interest on bank and other

borrowings paid (2,510) (3,634) (3,800) (1,983) (1,032)

Dividend paid (137,829) (120,000) – – –

Net cash used in financing

activities (151,835) (108,642) (44,800) (31,983) (35,032)

Net (decrease) increase in cash

and cash equivalents (23,447) (30,307) 61,803 26,312 44,952

Cash and cash equivalents at

beginning of the year/period 141,682 118,235 87,928 87,928 149,731

Cash and cash equivalents at end

of the year/period 118,235 87,928 149,731 114,240 194,683


– 30 –

NOTES TO THE UNAUDITED FINANCIAL INFORMATION

For the three years ended 31 March 2012 and six months ended 30 September 2012

1. GENERAL

Shanghai Jinting Automobile Harness Limited (“Shanghai Jinting”) is a company established in the

People’s Republic of China with limited liability. Shanghai Jinting is principally engaged in manufacturing

and distribution of wiring harness products.

On 21 December 2012, GP Auto Parts Limited (“GP Auto Parts”), an indirect wholly-owned subsidiary of

the Company, entered into an Equity Transfer Agreement for the disposal of 50% equity interest in

Shanghai Jinting to Etern Group Limited (the “Disposal”).

The unaudited financial information is presented in Renminbi, the currency of the primary economic

environment in which Shanghai Jinting operates (the functional currency of Shanghai Jinting).

2. BASIS OF PREPARATION OF THE UNAUDITED FINANCIAL INFORMATION

The unaudited financial information of Shanghai Jinting for the three years ended 31 March 2012 and the

six months ended 30 September 2012 (together the “Unaudited Financial Information”) has been

prepared in accordance with paragraph 68(2)(a)(i) of Chapter 14 of the Rules Governing the Listing of

Securities on The Stock Exchange of Hong Kong Limited, and solely for the purposes of inclusion in the

circular to be issued by the Company in connection with the Disposal.

The amounts included in the Unaudited Financial Information have been recognised and measured in

accordance with the relevant accounting policies of the Company adopted in the preparation of the

consolidated financial statements of the Company and its subsidiaries for the relevant years or periods,

which conform with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of

Certified Public Accountants. The Unaudited Financial Information does not contain sufficient information

to constitute a complete set of financial statements as defined in Hong Kong Accounting Standard 1

“Presentation of Financial Statements” nor a set of condensed financial statements as defined in Hong

Kong Accounting Standard 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified

Public Accountants.


– 31 –

REPORT ON REVIEW OF UNAUDITED FINANCIAL INFORMATION

TO THE BOARD OF DIRECTORS OF GOLD PEAK INDUSTRIES (HOLDINGS) LIMITED

Introduction

We have reviewed the unaudited financial information of Shanghai Jinting

Automobile Harness Limited (“Shanghai Jinting”) set out on pages 26 to 31 which

comprises the unaudited statements of financial positions as of 31 March 2010, 2011 and

2012 and 30 September 2012 and the related unaudited statements of comprehensive

income, statements of changes in equity and statements of cash flows for the three years

ended 31 March 2012 and six months ended 30 September 2012 and certain explanatory

notes (altogether the “Unaudited Financial Information”). The directors of Gold Peak

Industries (Holdings) Limited (the “Company”) are responsible for the preparation and

presentation of the Unaudited Financial Information in accordance with Rule 14.68(2)(a)(i)

of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong

Limited and the basis of preparation set out in note 2 to the Unaudited Financial

Information. The Unaudited Financial Information is prepared solely for the purpose of

inclusion in the circular to be issued by the Company in connection with the Disposal as

defined in note 1 to the Unaudited Financial Information. The Unaudited Financial

Information does not contain sufficient information to constitute a complete set of financial

statements as defined in Hong Kong Accounting Standard 1 “Presentation of Financial

Statements” nor a set of condensed financial statements as defined in Hong Kong

Accounting Standard 34 “Interim Financial Reporting” issued by the Hong Kong Institute of

Certified Public Accountants (the “HKICPA”). Our responsibility is to express a conclusion

on the Unaudited Financial Information based on our review, and to report our conclusion

solely to you, as a body, in accordance with our agreed terms of engagement, and for no

other purpose. We do not assume responsibility towards or accept liability to any other

person for the contents of this report.

Scope of Review

We conducted our review in accordance with the Hong Kong Standard on Review

Engagements 2400 “Engagement to Review Financial Statements” issued by the HKICPA.

This standard requires that we plan and perform the review to obtain moderate assurance

as to whether the Unaudited Financial Information is free of material misstatement. A

review is limited primarily to inquiries of Shanghai Jinting’s personnel and analytical

procedures applied to financial data and thus provides less assurance than an audit. We

have not performed an audit and, accordingly, we do not express an audit opinion.


– 32 –

Conclusion

Based on our review, nothing has come to our attention that causes us to believe

that the Unaudited Financial Information is not prepared, in all material respects, in

accordance with the basis of preparation set out in note 2 to the Unaudited Financial

Information.

Deloitte Touche Tohmatsu

Certified Public AccountantsHong Kong

5 February 2013


– 33 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Basis of preparation of the unaudited pro forma financial information of the

Remaining Group

The unaudited pro forma financial information of the Remaining Group (“Unaudited

Pro Forma Financial Information”) has been prepared to illustrate the effect of the disposal

of 50% equity interest in Shanghai Jinting Automobile Harness Limited (the “Disposal”).

The Unaudited Pro Forma Financial Information has been prepared in accordance

with Rule 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited. It has been prepared by the directors of the Company for illustrative

purposes only. As the Company has no seasonality in sales or profits, the most recent

interim results were used to prepare the Unaudited Pro Forma Financial Information.

The unaudited pro forma condensed consolidated statement of financial position of

the Remaining Group is prepared based on the unaudited condensed consolidated

statement of financial position of the Group as at 30 September 2012 as extracted from the

published 2012/2013 interim report of the Company for the six months ended 30

September 2012, after making pro forma adjustments relating to the Disposal, as if the

Disposal had been completed on 30 September 2012.

The unaudited pro forma condensed consolidated income statement, unaudited pro

forma condensed consolidated statement of comprehensive income and unaudited pro

forma condensed consolidated statement of cash flows of the Remaining Group are

prepared based on the unaudited condensed consolidated income statement, unaudited

condensed consolidated statement of comprehensive income and unaudited condensed

consolidated statement of cash flows of the Group for the six months ended 30 September

2012 as extracted from the published 2012/2013 interim report of the Company for the six

months ended 30 September 2012, after making pro forma adjustments relating to the

Disposal, as if the Disposal had been completed on 1 April 2012.

The Unaudited Pro Forma Financial Information is prepared based on a number of

assumptions, estimates and uncertainties. Accordingly, because of its nature, it does not

purport to predict what the results or cash flows of the Remaining Group will be after the

Disposal or the financial position that will be attained upon completion of the Disposal and

may not give a true picture of the financial position or results of the Remaining Group had

the Disposal been completed on 1 April 2012 or 30 September 2012 or any future dates.

APPENDIX III UNAUDITED PRO FORMA FINANCIAL

INFORMATION OF THE REMAINING GROUP

– 34 –

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT OF

THE REMAINING GROUP

The Group

for the

six months

ended 30

September

2012

Pro forma adjustments

for the Disposal

The

Remaining

Group for

the six

months

ended 30

September

2012

HK$’000 HK$’000 HK$’000 HK$’000Note 2 Note 3 Note 4

Turnover 968,288 (209,570) – 758,718

Cost of sales (716,512) 182,104 – (534,408)

Gross profit 251,776 (27,466) – 224,310

Other income 9,542 (1,126) – 8,416

Selling and distribution

expenses (95,691) 1,002 – (94,689)

Administrative expenses (137,516) 9,945 – (127,571)

Finance costs (22,564) 634 – (21,930)

Share of results of

associates 64,846 (17,479) – 47,367

Gain on disposal of a jointly

controlled entity – – 119,854 119,854

Gain on acquisition/deemed

acquisition of additional

interests in associates 571 – – 571

Profit before taxation 70,964 (34,490) 119,854 156,328

Taxation (14,432) 2,512 (10,676) (22,596)

Profit for the period 56,532 (31,978) 109,178 133,732

Attributable to:

Owners of the Company 40,580 (25,941) 88,000 102,639

Non-controlling interests 15,952 (6,037) 21,178 31,093

56,532 (31,978) 109,178 133,732



– 35 –

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

The Group

for the

six months

ended 30

September

2012


for the Disposal

The

Remaining

Group

for the

six months

ended 30

September

2012


Profit for the period 56,532 (31,978) 109,178 133,732

Other comprehensive expense:

Share of other comprehensive

expense of associates (2,544) (19) – (2,563)

Exchange differences arising

from translation of foreign

operations (5,871) (535) – (6,406)

Exchange differences released

upon disposal of a jointly

controlled entity and its

associate – – 6,660 6,660

Other comprehensive expense

for the period (8,415) (554) 6,660 (2,309)

Total comprehensive income

for the period 48,117 (32,532) 115,838 131,423

Total comprehensive income

attributable to:

Owners of the company 33,926 (26,395) 93,403 100,934

Non-controlling interests 14,191 (6,137) 22,435 30,489

48,117 (32,532) 115,838 131,423



– 36 –

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF

FINANCIAL POSITION OF THE REMAINING GROUP

The Group

as at 30

September

2012


for the Disposal

The

Remaining

Group as at

30

September

2012


Non-current assets

Investment properties 67,455 – – 67,455

Property, plant and equipment 224,431 (37,883) (8,957) 177,591

Interests in associates 1,884,369 (62,112) 5,198 1,827,455

Available-for-sales investments 47,330 – – 47,330

Investment in convertible note 53,874 – – 53,874

Long term receivables 23,670 – – 23,670

Technical know-how 484 – – 484

Trademarks 20,915 – – 20,915

Goodwill 64,191 – – 64,191

2,386,719 (99,995) (3,759) 2,282,965

Current assets

Inventories 277,010 (62,827) – 214,183

Trade and other receivables and

prepayments 424,116 (63,147) – 360,969

Dividend receivable 12,160 (9,733) – 2,427

Taxation recoverable 188 – – 188

Bank balances, deposits and cash 422,794 (120,100) 361,839 664,533

1,136,268 (255,807) 361,839 1,242,300



– 37 –

The Group

as at 30

September

2012


for the Disposal

The

Remaining

Group as at

30

September

2012


Current liabilities

Creditors and accrued charges 410,027 (59,704) (4,000) 346,323

Taxation payable 46,083 (670) 600 46,013

Obligation under finance leases

– amount due within one year 1,109 – – 1,109

Bank loans and import loans 657,346 (6,169) – 651,177

1,114,565 (66,543) (3,400) 1,044,622

Net current assets 21,703 (189,264) 365,239 197,678

Total assets less current liabilities 2,408,422 (289,259) 361,480 2,480,643

Non-current liabilities

Obligation under finance leases

– amount due after one year 299 – – 299

Borrowings 408,701 – – 408,701

Deferred taxation liabilities 23,548 – (11,198) 12,350

432,548 – (11,198) 421,350

Net assets 1,975,874 (289,259) 372,678 2,059,293

Capital and reserves

Share capital 392,346 – – 392,346

Reserves 1,153,704 – 67,105 1,220,809

Equity attributable to owners

of the Company 1,546,050 – 67,105 1,613,155

Non-controlling interests 429,824 – 16,314 446,138

Total equity 1,975,874 – 83,419 2,059,293



– 38 –

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CASH

FLOWS OF THE REMAINING GROUP

The Group

for the six

months

ended 30

September

2012


for the Disposal

The

Remaining

Group for

the six

months

ended 30

September

2012


Net cashflow generated from

operating activities 61,086 (31,427) (7,707) 21,952

Net cashflow from investing

activities 25,443 (17,668) 277,274 285,049

Net cash used in financing

activities (54,099) 21,503 – (32,596)

Increase in cash and

cash equivalents 32,430 (27,592) 269,567 274,405

Cash and cash equivalents

at beginning of the period 389,240 – – 389,240

Effect of foreign exchange rate

changes 1,124 (236) – 888

Cash and cash equivalents

at the end of the period 422,794 (27,828) 269,567 664,533



– 39 –

Notes:

1) For preparation of the unaudited pro forma condensed consolidated income statement, condensedconsolidated statement of comprehensive income and condensed consolidated statement of cash flows

of the Remaining Group for the six months ended 30 September 2012, the average exchange rate of RMB

against HK$ for the six months ended 30 September 2012 of HK$1.00 to RMB0.815 was used.

In calculating the estimated pro forma gain on Disposal in the above statements, the exchange rate of

RMB against HK$ as at 1 April 2012 of HK$1.00 to RMB0.811 was used, because the Disposal was

assumed to have taken place on 1 April 2012.

For preparation of the unaudited pro forma condensed consolidated statement of financial position, the

closing exchange rate of RMB against HK$ as at 30 September 2012 of HK$1.00 to RMB0.811 was used,

because the Disposal was assumed to have taken place on 30 September 2012.

2) Figures are extracted from the unaudited condensed consolidated financial statements of the Group as

set out in the interim report of the Company for the six months ended 30 September 2012.

3) The adjustment represents the exclusion of the Group’s share of results of Shanghai Jinting Automobile

Harness Limited (“Shanghai Jinting”) for the six months ended 30 Sepember 2012, assuming the

Disposal had taken place on 1 April 2012. The Group’s 50% share of results of Shanghai Jinting are

based on figures extracted from the unaudited financial information of Shanghai Jinting for the six months

ended 30 September 2012 in Appendix II of this circular and converted to HK$ at HK$1.00 to RMB0.815.

4) These adjustments reflect (a) the pro forma gain on disposal of Shanghai Jinting; and (b) the recognition

of the tax on capital gain on disposal of Shanghai Jinting and the net effect of withholding tax on

distributed and undistributed profits, assuming the Disposal had taken place on 1 April 2012. Pro forma

gain on disposal of Shanghai Jinting is calculated as follows:

HK$’000

Amounts received (note i) 394,575

Less: Estimated direct expenses and contingent consideration

in relation to the Disposal (10,862)

383,713

The Group’s share of net assets of Shanghai Jinting

(including provision and fair value adjustments) (note ii) (257,199)

Exchange differences released upon the Disposal (note iii) (6,660)

Estimated pro forma gain on disposal of Shanghai Jinting before taxation 119,854

Taxation (note iv) (10,676)

Estimated pro forma gain on disposal of Shanghai Jinting after taxation 109,178

Notes:

(i) The Group entered into an Equity Transfer Agreement with the Purchaser, pursuant to which, the

Group has conditionally agreed to dispose of Shanghai Jinting. Under the Equity Transfer

Agreement, the Group shall be entitled to receive an aggregate amount of RMB320,000,000

(equivalent to approximately HK$394,575,000), comprising an amount of RMB195,000,000

(equivalent to approximately HK$240,444,000) payable by the Purchaser and cash dividend of

RMB125,000,000 (equivalent to approximately HK$154,131,000) payable by Shanghai Jinting.

(ii) The Group’s share of net assets of Shanghai Jinting (including provision and fair value

adjustments) as at 1 April 2012 were HK$257,199,000. This amount has not been adjusted for the

cash dividend to be declared prior to the completion date of the Disposal.

(iii) In accordance with Hong Kong Accounting Standard 21 “The Effects of Changes in Foreign

Exchange Rates”, upon the disposal of the Group’s entire interest in a foreign operation, all of the

exchange differences accumulated in equity in respect of that foreign operation attributable to the

owners of the Company are reclassified to profit or loss.



– 40 –

(iv) Taxation consists of tax on capital gain on disposal of Shanghai Jinting and withholding tax on

distributed and undistributed profits as follows, assuming the Disposal had taken place on 1 April

2012.

HK$’000

Tax on capital gain on disposal of Shanghai Jinting at a tax rate of 10%

on capital gain (14,167)

Withholding tax on distributed profits at a tax rate of 5% on cash dividend

from Shanghai Jinting (7,707)

Release of deferred tax on withholding tax on undistributed profits

previously provided 11,198

(10,676)

(v) Other than the cash flow effect on taxation detailed in note(iv) above, the estimated pro forma gain

on disposal of Shanghai Jinting has no other impact on the net cash from operating activities as

set out in the unaudited pro forma condensed consolidated statement of cash flows.

5) The adjustment represents the exclusion of the Group’s share of assets and liabilities of Shanghai Jinting,

assuming the Disposal had taken place on 30 September 2012. The Group’s 50% share of assets and

liabilities of Shanghai Jinting are based on figures extracted from the unaudited financial information of

Shanghai Jinting for the six months ended 30 September 2012 in Appendix II of this circular and

converted to HK$ at HK$1.00 to RMB0.811.

6) These adjustments reflect (a) the exclusion of provision and the Group’s share of fair value adjustments

on the assets and liabilities of Shanghai Jinting upon acquisition of 50% equity interests in Shanghai

Jinting by the Group in a prior year; (b) the pro forma gain on disposal of Shanghai Jinting; and (c) the

recognition of the tax on capital gain on disposal of Shanghai Jinting and the net effect of withholding tax

on distributed and undistributed profits, assuming the Disposal had taken place on 30 September 2012.

Pro forma gain on disposal of Shanghai Jinting is calculated as follows:

HK$’000

Amounts received (note i) 394,575

Less: Estimated direct expenses and contingent consideration

in relation to the Disposal (10,862)

383,713

The Group’s share of net assets of Shanghai Jinting (including provision and fair

value adjustments) (note ii) (289,618)

Exchange differences released upon the Disposal (note iii) (6,125)

Estimated pro forma gain on disposal of Shanghai Jinting before taxation 87,970

Taxation (note iv) (10,676)

Estimated pro forma gain on disposal of Shanghai Jinting after taxation 77,294



– 41 –

Notes:

(i) The Group entered into an Equity Transfer Agreement with the Purchaser, pursuant to which, theGroup has conditionally agreed to dispose of Shanghai Jinting. Under the Equity TransferAgreement, the Group shall be entitled to receive an aggregate amount of RMB320,000,000(equivalent to approximately HK$394,575,000), comprising an amount of RMB195,000,000(equivalent to approximately HK$240,444,000) payable by the Purchaser and cash dividend ofRMB125,000,000 (equivalent to approximately HK$154,131,000) payable by Shanghai Jinting.

(ii) The Group’s share of net assets of Shanghai Jinting (including provision and fair valueadjustments) as at 30 September 2012 were HK$289,618,000 as follows. This amount has notbeen adjusted for the cash dividend to be declared prior to the completion date of the Disposal.

HK$’000

Share of net assets of Shanghai Jinting 289,259

Provision and fair value adjustments:– Property, plant and equipment 8,957– Interests in associates (5,198)– Creditors and accrued charges (4,000)– Taxation payable 600

The Group’s share of net assets of Shanghai Jinting (including provision andfair value adjustments) 289,618

(iii) In accordance with Hong Kong Accounting Standard 21 “The Effects of Changes in ForeignExchange Rates”, upon the disposal of the Group’s entire interest in a foreign operation, all of theexchange differences accumulated in equity in respect of that foreign operation attributable to theowners of the Company are reclassified to profit or loss.

(iv) Taxation consists of tax on capital gain on disposal of Shanghai Jinting and withholding tax ondistributed and undistributed profit as follows, assuming the Disposal had taken place on 30September 2012.

HK$’000

Tax on capital gain on disposal of Shanghai Jinting at a tax rate of 10%on capital gain (14,167)

Withholding tax on distributed profits at a tax rate of 5% on cash dividendfrom Shanghai Jinting (7,707)

Release of deferred tax on withholding tax on undistributed profitspreviously provided 11,198

(10,676)

7) The adjustment represents the exclusion of the Group’s share of cash flows of Shanghai Jinting for sixmonths ended 30 September 2012, assuming the Disposal had taken place on 1 April 2012. The Group’s50% share of cash flows of Shanghai Jinting are based on figures extracted from the unaudited financialinformation of Shanghai Jinting for the six months ended 30 September 2012 in Appendix II of this circularand converted to HK$ at HK$1.00 to RMB0.815.

8) These adjustments represent (a) the cash outflow from operating activities of approximatelyHK$7,707,000 of withholding tax on distributed profits; and (b) the cash inflow from investing activities asfollows, assuming the Disposal had taken place on 1 April 2012.

HK$’000

Amounts received 394,575Less: Estimated direct expenses, contingent consideration and

taxation in relation to the Disposal (25,029)Cash and cash equivalents of Shanghai Jinting as at 1 April 2012 (92,272)

277,274

9) Notes 3, 4, 7 and 8 are not expected to have a continuing effect on the Group.



– 42 –

ACCOUNTANTS’ REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION

TO THE BOARD OF DIRECTORS OF GOLD PEAK INDUSTRIES (HOLDINGS) LIMITED

We report on the unaudited pro forma financial information of Gold Peak Industries

(Holdings) Limited (the “Company”) and its subsidiaries (hereinafter collectively referred

to as the “Group”), which has been prepared by the directors of the Company for

illustrative purposes only, to provide information about how the disposal of 50% equity

interest in Shanghai Jinting Automobile Harness Limited might have affected the financial

information presented, for inclusion in Appendix III of the circular dated 5 February 2013

(the “Circular”). The basis of preparation of the unaudited pro forma financial information

is set out in Appendix III to the Circular.

Respective responsibilities of directors of the Company and reporting accountants

It is the responsibility solely of the directors of the Company to prepare the

unaudited pro forma financial information in accordance with paragraph 29 of Chapter 4 of

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong

Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of

Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong

Kong Institute of Certified Public Accountants.

It is our responsibility to form an opinion, as required by paragraph 29(7) of Chapter

4 of the Listing Rules, on the unaudited pro forma financial information and to report our

opinion to you. We do not accept any responsibility for any reports previously given by us

on any financial information used in the compilation of the unaudited pro forma financial

information beyond that owed to those to whom those reports were addressed by us at the

dates of their issue.

Basis of opinion

We conducted our engagement in accordance with Hong Kong Standard on

Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma

Financial Information in Investment Circulars” issued by the Hong Kong Institute of

Certified Public Accountants. Our work consisted primarily of comparing the unadjusted

financial information with source documents, considering the evidence supporting the

adjustments and discussing the unaudited pro forma financial information with the

directors of the Company. This engagement did not involve independent examination of

any of the underlying financial information.



– 43 –

We planned and performed our work so as to obtain the information and

explanations we considered necessary in order to provide us with sufficient evidence to

give reasonable assurance that the unaudited pro forma financial information has been

properly compiled by the directors of the Company on the basis stated, that such basis is

consistent with the accounting policies of the Group and that the adjustments are

appropriate for the purpose of the unaudited pro forma financial information as disclosed

pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

The unaudited pro forma financial information is for illustrative purpose only, based

on the judgements and assumptions of the directors of the Company, and, because of its

hypothetical nature, does not provide any assurance or indication that any event will take

place in future and may not be indicative of the financial position of the Group as at 30

September 2012 or any future date or the results and cash flows of the Group for the six

months ended 30 September 2012 or any future period.

Opinion

In our opinion:

a) the unaudited pro forma financial information has been properly compiled by

the directors of the Company on the basis stated;

b) such basis is consistent with the accounting policies of the Group; and

c) the adjustments are appropriate for the purposes of the unaudited pro forma

financial information as disclosed pursuant to paragraph 29(1) of Chapter 4 of

the Listing Rules.

Deloitte Touche Tohmatsu

Certified Public AccountantsHong Kong

5 February 2013



– 44 –

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full

responsibility, includes particulars given in compliance with the Listing Rules for the

purpose of giving information with regard to the Company. The Directors, having made all

reasonable enquiries, confirm that to the best of their knowledge and belief the information

contained in this circular is accurate and complete in all material respects and not

misleading or deceptive, and there are no other matters the omission of which would make

any statement herein or this circular misleading.

2. DISCLOSURE OF DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors

and chief executive of the Company in the shares, underlying shares and debentures of

the Company and any of its associated corporations (within the meaning of Part XV of the

SFO) which were required to be notified to the Company and the Hong Kong Stock

Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and

short positions in which they were taken or deemed to have under such provisions of the

SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the

register referred to therein or which were required, pursuant to Appendix 10 “Model Code

for Securities Transactions by Directors of Listed Issuers” contained in the Listing Rules to

be notified to the Company and the Hong Kong Stock Exchange were as follows:

(i) The Company

Number of ordinary shares held (long position)

Percentage

of issued

share capital

of the

CompanyName of Director

Personal

Interests

Family

Interests

Corporate

Interests

Total

Interests

%

Victor LO Chung Wing 107,082,008 – 125,807,760* 232,889,768 29.68

Andrew NG Sung On 99,682,219 595,713 125,807,760* 226,085,692 28.81

LEUNG Pak Chuen 4,575,114 – – 4,575,114 0.58

Richard KU Yuk Hing 2,629,684 – – 2,629,684 0.34

Andrew CHUANG Siu

Leung 677,855 – – 677,855 0.09

Vincent CHEUNG Ting

Kau 2,782,212 – – 2,782,212 0.35

LUI Ming Wah – – – – –

Frank CHAN Chi Chung – – – – –

CHAN Kei Biu – – – – –

* 125,807,760 ordinary shares were beneficially owned by Well Glory International Limited,

a company in which Messrs. Victor Lo Chung Wing and Andrew Ng Sung On have

beneficial interests.

APPENDIX IV GENERAL INFORMATION

– 45 –

The Company’s share option scheme:

Name of Director

Date of

grant

Exercisable

period

Exercise

price

Number of

share

options

outstanding

(long

position)

HK$

Victor LO Chung Wing 27.04.2010 27.04.2010–

26.04.2015

1.27 750,000

Andrew NG Sung On 27.04.2010 27.04.2010–

26.04.2015

1.27 750,000

LEUNG Pak Chuen 27.04.2010 27.04.2010–

26.04.2015

1.27 700,000

Richard KU Yuk Hing 27.04.2010 27.04.2010–

26.04.2015

1.27 700,000

Andrew CHUANG Siu

Leung

27.04.2010 27.04.2010–

26.04.2015

1.27 700,000

Vincent CHEUNG Ting

Kau

27.04.2010 27.04.2010–

26.04.2015

1.27 300,000

LUI Ming Wah 27.04.2010 27.04.2010–

26.04.2015

1.27 300,000

Frank CHAN Chi Chung 27.04.2010 27.04.2010–

26.04.2015

1.27 300,000

CHAN Kei Biu 27.04.2010 27.04.2010–

26.04.2015

1.27 300,000


– 46 –

(ii) Associated Corporations

Number of ordinary shares (long position) and percentage

of their issued share capital held in

GP

Batteries

Gold Peak

Industries

(Taiwan)

Limited

GP

Industries

Name of Director Number % Number % Number %

Victor LO Chung Wing 200,000 0.18 – – 300,000 0.06

Andrew NG Sung On 833,332 0.76 500,000 0.25 378,412 0.07

LEUNG Pak Chuen – – – – 1,608,000 0.32

Richard KU Yuk Hing 193,000 0.18 200,000 0.10 340,000 0.07

Andrew CHUANG Siu Leung – – – – 155,000 0.03

Vincent CHEUNG Ting Kau 20,000 0.02 – – – –

LUI Ming Wah – – – – – –

Frank CHAN Chi Chung – – – – – –

CHAN Kei Biu – – – – – –

Name of Director

Number of GP Batteries shares in

respect of which options have been

granted and remain outstanding at an

exercise price per share of S$2.50

with option period from 25 June 2005

to 24 June 2013

(long position)

Andrew NG Sung On 190,000

Richard KU Yuk Hing 170,000

Number of GP Industries shares in

respect of which options have been

granted and remain outstanding at an

exercise price per share of

Name of Director

S$0.88 with

option period from

15 September 2004 to

14 September 2013

(long position)

S$1.03 with

option period from

5 July 2005 to

4 July 2014

(long position)

Victor LO Chung Wing 384,000 400,000

LEUNG Pak Chuen 350,000 380,000

Andrew CHUANG Siu Leung 130,000 150,000


– 47 –

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or

chief executive of the Company had any interests or short positions in the shares,

underlying shares and debentures of the Company or any of its associated corporations

(within the meaning of Part XV of the SFO) which were required to be notified to the

Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of

the SFO (including interests and short positions which they were taken or deemed to have

under such provisions of the SFO) or which were required, pursuant to section 352 of the

SFO to be entered in the register referred to therein or which were required, pursuant to

Appendix 10 “Model Code for Securities Transactions by Directors of Listed Issuers”

contained in the Listing Rules, to be notified to the Company and the Hong Kong Stock

Exchange.

3. SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTEREST IN

SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, according to the register of interests kept by the

Company pursuant to section 336 of the SFO and so far as is known to the Directors, the

following persons (not being a Director or chief executive of the Company) had an interest

or short position in the shares or underlying shares of the Company which would fall to be

disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO

or which were recorded in the register required to be kept by the Company under section

336 of the SFO:

Name of shareholder Capacity

Number of

ordinary

shares held

(long

position)

Approximate

percentage

of issued

share

capital of

the

Company

Well Glory International

Limited

Beneficial owner 125,807,760 16.03%

Ring Lotus Investment

Limited (“Ring Lotus”)

Interests of controlled

corporation

62,787,143

(note)8.00%

HSBC International

Trustee Limited

(“HSBC Trustee”)

Trustee 62,787,143

(note)8.00%

Note: According to the two corporate substantial shareholder notices filed by Ring Lotus and HSBC

Trustee respectively on 12 March 2012, HSBC Trustee was deemed to be interested in

62,787,143 shares in its capacity as the trustee of these shares, which were in turn owned by Ring

Lotus, a company wholly-owned by HSBC Trustee, as interests of controlled corporation.

Messrs. Victor Lo Chung Wing and Andrew Ng Sung On are directors of Well Glory International

Limited.


– 48 –

Save as disclosed above, the Directors and the chief executive of the Company are

not aware of any person (other than a Director or chief executive of the Company) who, as

at the Latest Practicable Date, had any interest or short position in the shares or

underlying shares of the Company which would fall to be disclosed to the Company and

the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the

SFO or which were recorded in the register required to be kept by the Company under

section 336 of the SFO.

4. DIRECTORS’ INTERESTS IN CONTRACTS AND ASSETS

No contract or arrangement in which any of the Directors is materially interested and

which is significant in relation to the business of the Group subsisted as at the Latest

Practicable Date.

As at the Latest Practicable Date, none of the Directors had any direct or indirect

interests in any assets which had been, since 31 March 2012 (being the date to which the

latest published audited accounts of the Group were made up), acquired or disposed of by

or leased to any member of the Group, or are proposed to be acquired or disposed of by or

leased to any member of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or chief executive of the

Company or their respective associates had any interest in a business which competes or

may compete, either directly or indirectly, with the business of the Group.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has existing or proposed

service contract with the Company or any member of the Group (excluding contracts

expiring or determinable by the Group within one year without payment of compensation

(other than statutory compensation)).

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of

business) have been entered into by the Group within the two years immediately

preceding the date of this circular and are or may be material:

(a) the Equity Transfer Agreement;

(b) the Escrow Agreement; and

(c) a subscription agreement dated 21 April 2011 between Bowden Industries

Limited, an indirect wholly-owned subsidiary of GP Industries, and GSM

Holdings Limited, pursuant to which Bowden Industries Limited subscribed for

a convertible note in the principal amount of approximately HK$68 million on

21 April 2011. Bowden Industries Limited held approximately 10.7% of the


– 49 –

issued share capital of GSM Holdings Limited as at the date of the

subscription agreement. Further details of the subscription agreement are set

out in the announcement of the Company dated 21 April 2011.

8. EXPERT’S CONSENT AND QUALIFICATION

The following is the name and qualification of the expert who has given opinions or

advices which are contained in this circular:

Name Qualification

Deloitte Touche Tohmatsu (“Deloitte”) Certified public accountants

Deloitte has given and has not withdrawn its written consent to the issue of this

circular with the inclusion of its letters and reports and references to its name in the form

and context in which they respectively appear.

As at the Latest Practicable Date, Deloitte was not interested in any Shares or

shares in any member of the Group nor did it have any right or option (whether legally

enforceable or not) to subscribe for or nominate persons to subscribe for securities in any

member of the Group nor did it have any direct or indirect interests in any assets which had

been, since 31 March 2012 (being the date to which the latest published audited accounts

of the Group were made up), acquired or disposed of by, or leased to any member of the

Group, or are proposed to be acquired or disposed of by or leased to any member of the

Group.

9. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material

adverse change in the financial or trading position of the Group since 31 March 2012,

being the date to which the latest published audited financial statements of the Group were

made up.

10. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries

was engaged in any litigation or arbitration of material importance and, so far as the

Directors are aware, no litigation nor claim of material importance was pending or

threatened against the Company or any of its subsidiaries.

11. INDEBTEDNESS

At the close of business on 31 December 2012, being the latest practicable date for

the purpose of this indebtedness statement prior to the printing of this circular, the Group

had outstanding borrowings of approximately HK$1,217 million. These borrowings

comprised obligations under finance leases secured by the Group of approximately HK$1

million and unsecured bank borrowings of approximately HK$1,216 million.


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As at 31 December 2012, the Group had contingent liabilities in respect of export

bills and invoices discounted with recourse and guarantees given to banks in respect of

banking facilities extended to associated companies in aggregate of approximately HK$17

million. Foreign currency amounts have been translated into Hong Kong dollars at the

rates of exchange at the close of business on 31 December 2012.

Save as aforesaid, there are no charges on any assets of the Group.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group

liabilities, none of the companies in the Group had any material debt securities,

borrowings or indebtedness in the nature of borrowing including bank overdrafts and

liabilities under acceptances (other than normal trade bills) or acceptance credits or other

similar indebtedness, debentures, mortgages, charges, hire purchase commitments,

guarantees or other material contingent liabilities at the close of business on 31 December

2012.

12. WORKING CAPITAL

The Directors are of the opinion that, taking into account the Group’s available credit

facilities, cash on hand and the proceeds from the GP Disposal, the Group will, in the

absence of unforeseeable circumstances, have sufficient working capital for its present

requirements for at least 12 months from the date of this circular.

13. GENERAL

(a) The secretary of the Company is Mr. WONG Man Kit who is a fellow member of

both the Hong Kong Institute of Certified Public Accountants and the Hong

Kong Institute of Chartered Secretaries.

(b) The registered office of the Company is at 8th Floor, Gold Peak Building, 30

Kwai Wing Road, Kwai Chung, New Territories, Hong Kong.

(c) The share registrar and transfer office of the Company is Tricor Abacus

Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

(d) The English text of this circular shall prevail over the Chinese text in case of

any inconsistency.


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14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal

business hours at the registered office of the Company from the date of this circular up to

and including 26 February 2013:

(a) the memorandum and articles of association of the Company;

(b) the contracts referred to in the paragraph headed “Material Contracts” in this

appendix;

(c) the annual reports of the Company for the financial years ended 31 March

2010, 2011 and 2012;

(d) the interim report of the Company for the six months ended 30 September

2012;

(e) the report on the review of unaudited financial information of Shanghai Jinting,

the text of which is set out in Appendix II to this circular;

(f) the accountants’ report on the unaudited pro forma financial information of the

Remaining Group, the text of which is set out in Appendix III to this circular;

(g) the consent letter from Deloitte referred to in the paragraph headed “Expert’s

consent and qualification” in this appendix; and

(h) this circular.


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(Stock Code: 40)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of

Gold Peak Industries (Holdings) Limited (the “Company”) will be held at Tang Room I, 3/F

Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong at 10:30 a.m.

on Tuesday, 26 February 2013 for the purpose of considering and, if thought fit, passing

the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT:

(a) the equity transfer agreement dated 21 December 2012 entered into between

Etern Group Ltd. as purchaser, GP Auto Parts Limited and Shanghai

Dongchang Auto Parts Co., Ltd. as vendors and Shanghai Dongchang

Investment Development Co., Ltd. in relation to the disposal of shares in

Shanghai Jinting Automobile Harness Limited (a copy of which has been

produced to the meeting marked “A” and initialled by the Chairman of the

meeting for the purpose of identification) (the “Agreement”) be and is hereby

approved, ratified and confirmed;

(b) all transactions contemplated under the Agreement and the implementation

thereof be and are hereby approved, ratified and confirmed; and

(c) the directors of the Company be and are hereby authorized for and on behalf

of the Company to execute all such other documents, instruments and to do all

such acts or things as the directors may in their absolute discretion deem

appropriate to give effect to the Agreement and the transactions contemplated

thereunder.”

By the order of the Board

WONG Man Kit

Company Secretary

Hong Kong, 5 February 2013

Registered Office:8th Floor

Gold Peak Building

30 Kwai Wing Road

Kwai Chung

New Territories

Hong Kong

www.goldpeak.com

NOTICE OF EXTRAORDINARY GENERAL MEETING

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Notes:

1. A form of proxy for use at the EGM is enclosed.

2. Any member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint

one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the

Company.

3. Where there are joint registered holders of any share, any one of such persons may vote at the EGM,

either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than

one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so

present whose name stands first on the register of members in respect of such share shall alone be

entitled to vote in respect thereof.

4. The form of proxy and the power of attorney, if any, under which it is signed or a notarially certified copy

of such power of attorney must be deposited at the registered office of the Company at 8th Floor, Gold

Peak Building, 30 Kwai Wing Road, Kwai Chung, New Territories, Hong Kong as soon as possible and in

any event, not less than 48 hours before the time appointed for the holding of the EGM or any adjourned

meeting (as the case may be) and in default, the proxy shall not be treated as valid. Completion and

return of the form of proxy shall not preclude members from attending and voting in person at the EGM or

any adjourned meeting should they so wish.

5. As at the date of this notice, the Board consists of Mr. Victor LO Chung Wing (Chairman & Chief

Executive), Mr. Andrew NG Sung On (Vice Chairman), Mr. LEUNG Pak Chuen, Mr. Richard KU Yuk Hing

and Mr. Andrew CHUANG Siu Leung as Executive Directors, Mr. Vincent CHEUNG Ting Kau as

Non-Executive Director and Mr. LUI Ming Wah, Mr. Frank CHAN Chi Chung and Mr. CHAN Kei Biu as

Independent Non-Executive Directors.

NOTICE OF EXTRAORDINARY GENERAL MEETING

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