LAYHONG

0.270

(%)

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS LAY HONG BERHAD (LHB OR THE COMPANY) - PROPOSED ACQUISITION BY LHB OF THE REMAINING 51% EQUITY INTEREST IN NHF MANUFACTURING (MALAYSIA) SDN. BHD. (NHF) COMPRISING 15,300,000 ORDINARY SHARES IN NHF (PROPOSED ACQUISITION)

LAY HONG BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
LAY HONG BERHAD (LHB OR THE COMPANY)
- PROPOSED ACQUISITION BY LHB OF THE REMAINING 51% EQUITY INTEREST IN NHF MANUFACTURING (MALAYSIA) SDN. BHD. (NHF) COMPRISING 15,300,000 ORDINARY SHARES IN NHF (PROPOSED ACQUISITION)

(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcements dated 3 April 2023 and 14 April 2023 in relation to the Proposed Acquisition.)

Reference is made to the announcements dated 3 April 2023 and 14 April 2023 in relation to the Proposed Acquisition (reference number: GA1-03042023-00034 and GA1-13042023-00055) (Announcements). The Board wishes to announce the following additional information:

1. Introduction

The Proposed Acquisition and Termination of JVA are related party transactions pursuant to Paragraph 10.08 of the Main Market Listing Requirements (MMLR) in view of the interest of NH Foods, who is a major shareholder of LHB.

2. Interests of Directors, Major Shareholders and Persons Connected with Them

Mr. Tadaaki Ito, being the Non-Independent Non-Executive Director of LHB, is the appointed representative of NH Foods. Accordingly, Mr. Tadaaki Ito has abstained from all deliberations and voting in respect of the Proposed Acquisition and Termination of JVA at the relevant Board meetings of the Company.

3. Directors' Statement

The Board (save for Mr. Tadaaki Ito), having taken into consideration all aspects of the Proposed Acquisition and Termination of JVA, is of the opinion that the Proposed Acquisition and Termination of JVA are in the best interest of the Company.

4. Percentage Ratio

Pursuant to Paragraph 10.02(g) of the MMLR, the highest percentage ratio applicable to the Proposed Acquisition is 4.36%, based on the audited total assets of NHF for the financial year ended (FYE) 31 March 2022 divided by the audited total assets of LHB Group for the FYE 31 March 2022, instead of 6.84% which was previously announced on 3 April 2023.

The earlier percentage ratio used was erroneous. Rightfully, it should use the Group's consolidated total assets instead of the total assets at the Company's level.

Therefore, the Proposed Acquisition is not subject to approval of the shareholders of LHB.

This announcement is dated 19 April 2023.                             .






Announcement Info

Company Name LAY HONG BERHAD
Stock Name LAYHONG
Date Announced 19 Apr 2023
Category General Announcement for PLC
Reference Number GA1-19042023-00030