The Board of Directors of D & O Green Technologies Berhad (“D&O”) wishes to announce that its wholly owned subsidiary, namely, Omega Semiconductor Sdn Bhd (“Omega”) had on 25 October 2010 disposed the entire 51% equity interest in Aeopto Technologies Co., Ltd (“Aeopto GZ”) to Tongfang Optoelectronic (HK) Limited (“TOHK”) for a total cash consideration of USD1,717,500 (“the Disposal”) and on the same date, the joint venture agreement with AE Technologies (GD) Co., Ltd signed on 18 August 2008 is terminated.
2 DETAILS OF THE DISPOSAL
2.1 Information on Aeopto GZ
Aeopto GZ was incorporated in Peoples’ Republic of China (“PRC”) on 12 November 2008 under the regulatory authority in PRC. As at 25 October 2010, the registered share capital of Aeopto GZ is RMB20,500,000. The registered and paid-up capital is RMB20,500,000.
2.2 Basis of Arriving at the Disposal Consideration
The cash consideration of USD1,717,500 (or approximately RM5,374,916 based on the exchange rates of USD1 = RM3.1295) was arrived at based on a willing buyer-willing seller basis.
2.3 Information on Purchaser
TOHK is a company incorporated in Hong Kong on 13 May 2009 as a limited liability company. Together with its subsidiaries, TOHK is primarily involved in the manufacturing of consumer electronic modules and products, and trading of electronic products and components.
As at 25 October 2010, D&O has 20% shareholding in TOHK through 51%-owned sub-subsidiary, Aeopto Technologies (HK) Company Limited.
3 RATIONALE FOR THE DISPOSAL
The disposal is part of D&O’s business rationalization effort to consolidate and strengthen the Group’s interests in downstream module business. The Board believes that the Disposal is in the best interest of the Company.
4 FINANCIAL EFFECTS OF THE DISPOSAL
4.1 Share Capital and Substantial Shareholders’ Shareholding
The Disposal will not have any effect on the share capital and substantial shareholders’ shareholding of D&O.
4.2 Earnings, Net Assets and Gearing
The Disposal is not expected to have any material effect on the consolidated earnings, net assets and gearing of D&O for the financial year ending 31 December 2010.
5 APPROVALS REQUIRED
The Disposal is not subject to the approval of the shareholders of the Company or any regulatory authorities.
6 PERCENTAGE RATIOS
The highest percentage ratio applicable to the Disposal as per paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is less than 5% based on the latest audited consolidated financial statements of D&O for the financial year ended 31 December 2009.
7 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of D&O and/or persons connected with them have any interest, direct or indirect, in the Disposal.
8 STATEMENT BY DIRECTORS
The Board of Directors of D&O is of the opinion that the Disposal is in the best interest of D&O.
9 COMPLIANCE WITH EQUITY GUIDELINES OF THE SECURITIES COMMISSION (“SC”)
The Board confirms that the Disposal does not depart from the Equity Guidelines of the SC.
This announcement is dated 26 October 2010