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BEST FOOD HOLDING COMPANY LIMITED
百 福 控 股 有 限 公 司
(Formerly known as Lee & Man Handbags Holding Limited 理文手袋集團有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01488)
SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTION
INVESTMENT IN SHANGHAI SEESAW COFFEE COMPANY LIMITED
Reference is made to the announcement of Best Food Holding Company Limited (the ''Company'') dated June 1, 2017 (the ''Announcement'') relating to the investment in Shanghai Seesaw Coffee Company Limited. Capitalized terms used herein shall have the same meanings as defined in the Announcement.
In addition to the information provided in the Announcement, the Company would like to provide further information in relation to the Capital Investment as follows.
THE CAPITAL INVESTMENT
On May 27, 2017, the Buyer (a wholly owned subsidiary of the Company), the Existing Seesaw Coffee Shareholders and Woye entered into the Investment Framework Agreement, pursuant to which, among others, (A) the Buyer conditionally agreed to (a) invest RMB45,000,000 into Seesaw Coffee, of which RMB381,618 would be injected as the registered capital of Seesaw Coffee and the remaining RMB44,618,382 would be recorded as capital reserves of Seesaw Coffee; and (b) acquire the registered capital of Seesaw Coffee in the amount of RMB76,324 from Ms. Wu Xiamei, being the Transferor, for a total consideration of RMB9,000,000; and (B) Woye agreed to (a) make a capital contribution of RMB3,816 to Seesaw Coffee; and (b) acquire the registered capital of Seesaw Coffee in the amount of RMB63,158 from Wosheng (as defined below) for a total consideration of RMB7,447,512.
Set out below is the shareholding structure of Seesaw Coffee before and upon completion of the Capital Investment:
Shareholders of Seesaw Coffee
Registered Capital invested
in Seesaw Coffee before the Capital
Investment
Shareholding in Seesaw Coffee before the
Capital Investment
Registered Capital invested
in Seesaw Coffee upon
completion of the Capital Investment
Shareholding in Seesaw Coffee Coffee upon
completion of the Capital Investment
(RMB) % (RMB) %
Mr. Zong Xinkuang 900,000 71.25 900,000 49.13
Ms. Wu Xiaomei 300,000 23.75 223,676 12.21
Shanghai Wosheng Investment
Management Company Limited*
(上海沃升投資管理有限公司) 63,158 5 - -
Shenzhen Qianhai Woye Qianli
Management Centre (Limited Partnership)* (深圳前海沃野千里企業 管理中心(有限合夥)) | - - 66,974 | 3.66 |
Employee share ownership platform | - - 183,177 | 10 |
The Buyer | - - 457 ,94 2 | 25 |
Total 1 ,26 3 ,15 8 100 1, 831 ,76 9 1 0 0
INFORMATION ON THE SEESAW COFFEE GROUP
The Seesaw Coffee Group is principally engaged in the management of specialty coffee shops and selling of specialty coffee and coffee related products. Mr. Zong Xinkuang, the founder of Seesaw Coffee, started the company from scratch in 2012, after a long time of research and preparation. The Seesaw Coffee Group operates eight stores in Shenzhen and Shanghai and built up strong pipeline to open new stores.
The unaudited total and net asset values of the Seesaw Coffee Group as at December 31, 2016 are RMB8,105,736.54 and RMB5,618,455.63, respectively.
INFORMATION ON SHANGHAI WOSHENG INVESTMENT MANAGEMENT COMPANY LIMITED
Shanghai Wosheng Investment Management Company Limited* (上海沃升投資管理有限公司) (''Wosheng'') is a wealth management platform established in 2012. Wosheng is also a private equity manager registered with the Asset Management Association of China.
INFORMATION ON SHENZHEN QIANHAI WOYE QIANLI MANAGEMENT CENTRE (LIMITED PARTNERSHIP)
Woye is a PRC investment fund managed by Wosheng.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the ultimate beneficial owners of the Existing Seesaw Coffee Shareholders and Woye are third parties independent of the Company and its connected persons.
By Order of the Board
Best Food Holding Company Limited (百福控股有限公司)
(Formerly known as Lee & Man Handbags Holding Limited
理文手袋集團有限公司)
Zhao John Huan
Chairman
Hong Kong, June 6, 2017
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Zhao John Huan, Mr. Wang Xiaolong and Mr. Wang Yuanzheng and three independent non-executive Directors, namely Mr. Leung Kwai Kei, Mr. Heng Victor Ja Wei, and Mr. Tsang Hin Man Terence.
* for identification purpose only