Ref. 01/600106

6 January 2017 Re: Notification of the Acquisition and Disposal of Assets

To President

The Stock Exchange of Thailand

The Company would like to announce the acquisition and the disposal of assets. The details of such assets are as follows:

Thai Union Manufacturing Co., Ltd., a subsidiary of Thai Union Group, dispose the common shares of Century (Shanghai) Trading Co., Ltd.
  1. The Date on Which the Transaction Occurred

    December 2016

  2. Parties Involved

    The parties involved in the transaction were: Seller: Thai Union Manufacturing Co., Ltd. Buyer: Century Pacific Food, Incorporation

  3. General Characteristics of the Transaction

    Thai Union Manufacturing Co., Ltd. sold 50% shares in Century (Shanghai) Trading Co., Ltd. to Century Pacific Food, Incorporation with the value of US$623,594. The disposal was not categorized into transaction classes 1, 2, 3 and 4. The volume of the transaction was 0.15% with the calculation based on the total net tangible assets basis.

  4. Details of Assets Purchased

    Type of Securities Purchased: Common share of Century (Shanghai) Trading Co., Ltd Company Name: Century (Shanghai) Trading Co., Ltd

    Location: Shanghai, China

    Type of Business: Marketing and Sales of seafood products Registered Capital: US$8,000,000 at the par value of US$1.00 Paid-up Capital: US$2,500,000

    Major Shareholders:

    Name

    Number of Shares

    Holding in Percentage

    4,000,000

    4,000,000

    50%

    50%

    Total

    8,000,000

    100%

    1. Thai Union Manufacturing Co., Ltd.

    2. Century Canning Corporation

    3. Total Value of the Consideration and Terms of Payment

      Thai Union Manufacturing Co., Ltd. sold the common shares of Century (Shanghai) Trading Co., Ltd and received cash of US$623,594.

    4. Value of the Assets sold

      The value of the 4,000,000 common shares of Century (Shanghai) Trading Co., Ltd. was at the par value of US$1.00. The paid-up capital was 25% or the total value of the assets sold was US$1,250,000.

    5. Basis Used to Determine the Value of Consideration

      The value of the consideration given of common shares of Century (Shanghai) Trading Co., Ltd. was calculated by net asset value adjusted for accrued losses and contingent liabilities.

    6. Benefits Expected to Be Received

      7. Opportunity to establish wholly owned subsidiary in China to set up independent operations to market, import and sell our complete portfolio of seafood brands and products and develop new products as required by the market.

      The establishment of Tai Wan Sheng Aquatic Trading (China) Co., Ltd., a wholly owned subsidiary of Thai union Group in China
      1. The Date on Which the Transaction Occurred

        December 2016

      2. Details of Assets Purchased

        Type of Securities: Common share of Tai Wan Sheng Aquatic Trading (China) Co., Ltd. or Thai Union China Co., Ltd.

        Company Name: Tai Wan Sheng Aquatic Trading (China) Co., Ltd Location: Shanghai, China

        Type of Business: Marketing, branding, sales&distribution of seafood and pre-packaged food products. Registered Capital: US$8,000,000

        Paid-up Capital: US$1,000,000

      3. Shareholder

        Thai Union Group Public Company Limited holds 100%

      4. Appointment of Authorized Representative of the Company.

        Mr. Faisal Sheikh, Managing Director of Emerging Market, will be appointed as the authorized representative of the Company, who has the authority to execute the documents and take actions on behalf of the Company relating to Tai Wan Sheng Aquatic Trading (China) Co., Ltd.

      5. Benefits expected to be received

        Participation in growing market for frozen, chilled and premium ambient seafood, development of organic presence in China and building a platform for growth, target revenue by 2020.

      6. Sources of funds

      Cash from Thai Union's working capital.

      The disposal of common shares and the acquisition of the new company were calculated based on the total net tangible assets basis, based on the reviewed consolidated financial statements of the Company ending 30 September 2016. After calculating the value of all asset acquisitions and disposal of the Company which have occurred during the past 6 months equal to 4.14 percent, the total transaction value was 4.29 percent. Consequently, the entering into of the acquisition and the disposal do not constitute the asset acquisition and disposal transaction that requires the Company to disclose information on the entering into of the transaction

      with the Stock Exchange of Thailand or to seek approval from the shareholders' meeting in accordance with the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2547.

      Please be informed accordingly. Yours sincerely

      Thai Union Group Public Company Limited

      Mr. Kraisorn Chansiri, Director Mr. Chuan Tangchansiri, Director

    Thai Union Frozen Products pcl published this content on 06 January 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 06 January 2017 10:27:03 UTC.

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