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Proposed Placement Of Up To 20, 000, 000 New Ordinary Shares Of S$0.025 Each In The Capital Of Tung Lok Restaurants (2000) Ltd

BackApr 13, 2004

The Directors of Tung Lok Restaurants (2000) Ltd ("Tung Lok" or the "Company") wish to announce that the Company has entered into a subscription agreement dated 13 April 2004 (the "Subscription Agreement") with Tee Yih Jia Food Manufacturing Pte Ltd (the "Subscriber"). Subject to and upon the terms and conditions of the Subscription Agreement, the Subscriber has agreed to subscribe and pay, for up to 20,000,000 new ordinary shares of S$0.025 each (the "New Shares") in the capital of the Company at the price of S$0.135 for each New Share (the "Subscription"). The New Shares, when issued and fully paid, will rank pari passu in all respect with the existing ordinary shares of the Company.

The Subscription is conditional upon, inter alia, the approval of the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing and quotation of the New Shares on the Official List of the SGX-SESDAQ, and compliance with the conditions (if any) attached to such approval.

The New Shares will be issued and allotted pursuant to the general mandate to allot and issue shares granted by the shareholders of the Company by way of an ordinary resolution passed at the Annual General Meeting of the Company held on 26 May 2003 ("AGM"). The New Shares represent approximately 16.67% of the existing issued share capital of the Company as at the AGM.

The subscription price of S$0.135 for each New Share represents a discount of 10.0% from the volume weighted average price of S$0.15 for trades done on Tung Lok's shares on 13 April 2004.

The net proceeds from the Subscription, after deducting expenses pertaining to the Subscription, is estimated at S$2,670,000.00 and will be used for general working capital purposes and business expansion.

When completed, the Subscription will increase the existing issue share capital of the Company from 120,000,000 ordinary shares of S$0.025 each to 140,000,000 ordinary shares of S$0.025 each.

For illustration purposes only and assuming the Subscription had been completed on 31 December 2003, the financial effects of the Subscription on the net tangible assets ("NTA") of the Tung Lok Group, based on the audited consolidated balance sheet of the Tung Lok Group as at 31 December 2003, would have been as follows:-

As at 31
December 2003
Proforma after completion of the Subscription
NTA (S$'000)
3,966
6,636
Issued share capital
3,000,000
3,500,000
NTA per share (cents)
3.31
4.74


None of the New Shares will be placed with any person or groups of persons prohibited by the SGX-ST as set out under Rule 812 of the SGX-ST New Listing Manual.

The Subscriber and Mr Sam Goi Seng Hui, its Executive Chairman, both have extensive experience in the food manufacturing industry and a wide business network particularly in the People Republic of China. The Directors of the Company regard the Subscriber as a long term strategic investor who will add value to the Company's business. The Company hopes to tap on the Subscriber's network and expertise in the food and beverage business.

None of the Directors, and as far as the Directors are aware, none of the substantial shareholders of the Company has any interest, direct or indirect, in the Subscription.


By Order of the Board

Tjioe Ka Men
Managing Director
13 April 2004