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Disposal Of Wholly Owned Subsidiary - Club Asiana Pte Ltd

BackApr 25, 2003

The Board of Directors of Tung Lok Restaurants 2000 Ltd ("Tung Lok") ("the Company") wishes to announce that the Company has sold all its ordinary shares in Club Asiana Pte Ltd ("Club Asiana") representing the entire issued share capital of Club Asiana to Trio Speed Limited, a company incorporated in the British Virgin Islands ("Buyer").

Club Asiana ceased operations since February 2003 owing to operational difficulties.

The Company has now decided to dispose off Club Asiana to the Buyer at a purchase consideration of $2.00 pursuant to a Sale of Shares Agreement entered into between the parties today. The disposal to the Buyer was also completed today. Further the Company paid the Buyer a sum of $40,000.00 to cover certain expenses that the Buyer will incur in purchasing an insolvent company.

For the unaudited results of the financial year ended 31 December 2002, the Company had announced on 12 March 2003, that the Group's share of losses from its joint-ventures (including Club Asiana in the first half of 2002) was $2.1m. This, combined with $2.9m of provisions for impairment of assets and goodwill (as stipulated in SAS 36, Impairment of Assets) of the loss-making outlets (including Club Asiana), led to a net loss after tax and minority interest of $4.0m, compared to a corresponding net loss of $1.5m in year 2001.

Had it not been for the provisions for impairment and the share of losses from its joint-ventures, the Group would have posted a net profit after tax and minority interest of $1.0m (i.e. loss of $4.0m add back $2.1m share of loss from joint-ventures and $2.9m of impairment provisions), compared with a net loss after tax and minority interest of $0.7m in 2001 (i.e. $1.5m minus $0.8m of share of loss from joint-ventures).

With the sale of Club Asiana, the Group has incurred an additional loss of $0.5m (due to impairment of Club Asiana's assets and accrual for other expenses which the Group will bear). This brings a total net loss of $4.5m after tax and minority interest for 2002. This will reduce the net asset value per share of the Group as at 31 December 2002 by 0.37 cents to 2.53 cents, and increase the loss per share for 2002 by 0.44 cents to 4.37 cents.

None of the directors, and as far as the directors are aware, none of the controlling shareholders have any interest, direct or indirect, in the transaction.