Further to the announcements made on 20 January 2003 and 16 July 2003, Qian Hu Corporation Limited (the "Company") wishes to announce that, in accordance with the terms and conditions of the Sale & Purchase Agreement dated 20 January 2003 in relation to the Kim Kang Acquisition (the "S&P Agreement"), the Company has on 3 June 2004 issued and allotted 415,482 new ordinary shares of par value S$0.10 (the "Second Tranche Consideration Shares") in equal proportions to Mr Goh Siak Ngan and Mdm Koh Guat Lee (the "Vendors") at an issue price of S$0.96 per Second Tranche Consideration Shares.
The Second Tranche Consideration Shares was issued to the Vendors on the basis that they have in accordance with the terms of the S&P Agreement, partially fulfilled their undertaking to the Company to procure certain profit contributions from Kim Kang Aquaculture Sdn Bhd ("Kim Kang") the Company's consolidated profit for the financial year ended 31 December 2003.
Under the terms of the S&P Agreement, the Vendors had undertaken to ensure that Kim Kang contributes not less than RM1.95 million (the "Target FY 2003 PBT Contribution") in respect of the Company's consolidated profit before tax for the financial year ended 31 December 2003 ("FY 2003"). The actual profit before tax contributions from Kim Kang for FY 2003 was RM1.755 million. The Company has paid the sum of RM877,500 to the Vendors in cash. This cash payment together with the Second Tranche Consideration Shares constitute the pro-rated payment of the goodwill consideration of S$1,034,091 (approximately RM 2,275,000) which the Vendors would have been entitled to receive from the Company this year had Kim Kang achieved the Target FY 2003 PBT Contribution in respect of FY 2003.
The 415,482 Second Tranche Consideration Shares, which rank pari passu with all the existing issued shares of the Company, will be listed on 7 June 2004.