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an obligatory condition before the resolutions taken “in the matters in
respect of the shareholders”.
Among the “matters in respect of the shareholder” listed in the article
10.5 of the article;
• to amend the capital of Kiri Singapore or its affiliates,
• becoming shareholder of persons excluding the people allowed by
the Agreement,
• amendment in the Articles of Association of Kiri Singapore or one
of its affiliates,
• to conclude, to amend or to dissolve an agreement between Kiri
Singapore or its affiliates and any shareholder or any person
related parties.
• to commence to be traded at the stock exchange of the shares of
the Kiri Singapore or one of its affiliates.
• and any other likewise decision is stipulated.
It is understood that, within the frame of the articles of the Convertible
Standby Bond Agreement, as of the conclusion date of the Agreement,
which is 01.02.2010, Longsheng has acquired the control of Kiri
Singapore, hence of Dystar.
The acquisition transaction, which had to be notified to our Authority
on the date of the conclusion 01.02.2010, is actually notified on
02.03.2011.
As per paragraph 16 (b) and (d) of the Competition Act, in case
that takeovers which are subject to permission are performed without
the permission of Commission, it has been judged that administrative
fine in proportion to once per thousand of the annual gross income
which develops at the end of the fiscal year prior to the decision and is
determined by the Commission shall be imposed. In this respect, it has
been concluded that the transferee side, Zhejiang Longsheng Group Co.
Ltd, shall be imposed with an administrative fine in proportion to once
per thousand of its turnover as of the date of 31.12.2010.