Nature Home Holding Company Limited 大自然家居控股有限公司

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Nature Home Holding Company Limited 大自然家居控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2083) DISCLOSEABLE TRANSACTION SUBSCRIPTION AND ACQUISITION OF SHARES IN ALNO AG The Board announces that on 30 March 2015, the Company entered into the Investment Agreement pursuant to which the Company has conditionally agreed to subscribe for 5,500,000 new shares in the share capital of ALNO at a total subscription price of EUR5,775,000 (equivalent to approximately RMB38,635,000). On the same date, the Company entered into the Share Purchase Agreement pursuant to which the Company has conditionally agreed to purchase 1,375,000 existing shares in the issued share capital of ALNO from Whirlpool at a total consideration of EUR412,500 (equivalent to approximately RMB2,760,000). As at the date of this announcement, the Company does not hold any Shares in ALNO. Upon completion of the Transactions, the Company will hold an aggregate of 6,875,000 Shares, representing approximately 9.09% of the enlarged issued share capital of ALNO, and will become the third largest shareholder of ALNO. Whirlpool will remain the largest shareholder of ALNO. The ALNO Group is principally engaged in the development, building and sale of kitchen furniture and accessories. With its headquarters located in Pfullendorf, Germany, the ALNO Group has about 6,000 commercial partners in 64 countries. The ALNO Shares are listed on the Frankfurt Stock Exchange while the shares of Whirlpool Corporation, which wholly-owns Whirlpool, are listed on the New York Stock Exchange. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, each of ALNO and Whirlpool is a third party independent of the Company and the connected persons of the Company. As the applicable percentage ratios calculated pursuant to Rule of the Listing Rules in respect of the Transactions, on an aggregated basis, are more than 5% but less than 25%, the Transactions constitute a discloseable transaction for the Company under the Listing Rules and are subject to the notification and announcement requirements set out in the Listing Rules. 1

2 SUBSCRIPTION AND ACQUISITION OF SHARES IN ALNO The Board announces that on 30 March 2015, the Company entered into the Investment Agreement pursuant to which the Company has conditionally agreed to subscribe for 5,500,000 new shares in the share capital of ALNO. On the same date, the Company entered into the Share Purchase Agreement pursuant to which the Company has conditionally agreed to purchase 1,375,000 existing shares in the issued share capital of ALNO from Whirlpool. Upon completion of the Transactions, the Company will be interested in 6,875,000 Shares, representing approximately 9.09% of the enlarged issued share capital of ALNO. Investment Agreement Date: 30 March 2015 Parties: ALNO the Company Pursuant to the Investment Agreement, ALNO has conditionally agreed to issue and the Company has conditionally agreed to subscribe for 5,500,000 New Shares. The consideration payable by the Company to ALNO per New Share is EUR1.05 (equivalent to approximately RMB7.02) and the total consideration for the Subscription is EUR5,775,000 (equivalent to approximately RMB38,635,000). The consideration shall be payable in cash and the Company will use its internal resources to satisfy such consideration. The subscription price for each New Share of EUR1.05 represents: (i) a premium of approximately 23.82% to the closing price of EUR0.848 per ALNO Share as quoted on the Frankfurt Stock Exchange on the Last Trading Day; (ii) a premium of approximately 29.00% to the average closing price of EUR0.814 per ALNO Share as quoted on the Frankfurt Stock Exchange for the last five trading days up to and including the Last Trading Day; and (iii) a premium of approximately 34.96% to the average closing price of EUR0.778 per ALNO Share as quoted on the Frankfurt Stock Exchange for the last ten trading days up to and including the Last Trading Day. The consideration for the New Shares was determined after negotiations between ALNO and the Company on an arm s length basis taking into account (i) the minimum subscription price permissible under the applicable laws and regulations; (ii) the recent trading prices of ALNO Shares; (iii) the equity value of comparable companies; and (iv) the potential synergies and business collaboration with the ALNO Group. 2

3 Completion of the Subscription is conditional upon the management board and the supervisory board of ALNO approving the use of the authorised capital of ALNO to increase the share capital of ALNO. The supervisory board of ALNO approved the capital increase on 27 March 2015 and it is expected that the management board of ALNO will consider and approve the capital increase on or around 30 March Once the condition precedent has been fulfilled and in any event on or before 24 April 2015, the Company shall settle the consideration of the Subscription. Immediately upon receipt of such consideration, ALNO shall apply for the registration of the capital increase with the commercial register of the Company. Completion of the Subscription is expected to take place two weeks after the registration of the capital increase. In the event that the capital increase has not been registered with the commercial register of the Company on or before 31 May 2015, each party will be entitled to terminate the Investment Agreement with immediate effect. In such event, each party will be released from its obligations under the Investment Agreement and ALNO shall return the consideration of the Subscription to the Company in full if it has already been paid to ALNO. Share Purchase Agreement Date: 30 March 2015 Parties: Whirlpool the Company Whirlpool is principally engaged in the manufacturing and marketing of home appliances. Whirlpool is a subsidiary of Whirlpool Corporation, which shares are listed on the New York Stock Exchange. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, Whirlpool is a third party independent of the Company and the connected persons of the Company. Pursuant to the Share Purchase Agreement, Whirlpool has conditionally agreed to sell and the Company has conditionally agreed to purchase 1,375,000 Sale Shares. The consideration payable by the Company to Whirlpool per Sale Share is EUR0.30 (equivalent to approximately RMB2.01) and the total consideration for the Sale Shares is EUR412,500 (equivalent to approximately RMB2,760,000). The consideration shall be payable in cash and the Company will use its internal resources to satisfy such consideration. The consideration for each Sale Share of EUR0.30 represents: (i) a discount of approximately 64.62% to the closing price of EUR0.848 per ALNO Share as quoted on the Frankfurt Stock Exchange on the Last Trading Day; 3

4 (ii) a discount of approximately 63.14% to the average closing price of EUR0.814 per ALNO Share as quoted on the Frankfurt Stock Exchange for the last five trading days up to and including the Last Trading Day; and (iii) a discount of approximately 61.43% to the average closing price of EUR0.778 per ALNO Share as quoted on the Frankfurt Stock Exchange for the last ten trading days up to and including the Last Trading Day. The consideration for the Sale Shares was determined after negotiations between Whirlpool and the Company on an arm s length basis taking into account the total consideration payable by the Company for the Subscription and the Acquisition. Completion of the sale and purchase of the Sale Shares pursuant to the Share Purchase Agreement is conditional upon the due execution of the Investment Agreement. According to the Share Purchase Agreement, the Company shall pay the consideration for the Acquisition on or before the second business day after the date of the Investment Agreement and Completion will take place within 14 calendar days (i) upon receipt of the SWIFT confirmation in respect of the transfer of the consideration for the Sale Shares to the account of Whirlpool; and (ii) a written notice to be given by the Company to request for the transfer of Sale Shares to the Company. As at the date of this announcement, the Company does not hold any ALNO Shares. Upon completion of the Transactions, the Company will hold an aggregate of 6,875,000 ALNO Shares, representing approximately 9.09% of the enlarged issued share capital of ALNO, and will become the third largest shareholder of ALNO. Whirlpool will remain the largest shareholder of ALNO, holding approximately 16.73% of the enlarged issued share capital of ALNO after completion of the Transactions. ALNO will be accounted for in the books of the Company as investment in an equity security. Since ALNO will not become a subsidiary of the Company, the assets, liabilities and results of ALNO will not be consolidated with those of the Group. INFORMATION ABOUT ALNO The ALNO Group is principally engaged in the development, building and sale of kitchen furniture and accessories. With its headquarters located in Pfullendorf, Germany, the ALNO Group has about 6,000 commercial partners in 64 countries. The ALNO Shares are listed on the Frankfurt Stock Exchange. To the best of the Directors knowledge, information and belief having made all reasonable enquiry, ALNO is a third party independent of the Company and the connected persons of the Company. 4

5 Based on the audited consolidated financial statements of ALNO for the two financial years ended 31 December 2012 and 31 December 2013, prepared in accordance with International Financial Reporting Standards and as disclosed in the published annual reports of ALNO, the audited consolidated negative net asset value of ALNO as at 31 December 2013 was EUR18,381,000, and the audited consolidated loss before tax and net loss of ALNO were as follows: For the years ended 31 December (EUR 000) (EUR 000) Consolidated loss before tax 7,241 1,217 Consolidated net loss after tax 10,718 1,420 Based on the unaudited consolidated financial statements of ALNO for the six months ended 30 June 2014, prepared in accordance with International Financial Reporting Standards and as disclosed in the published half-year financial report of ALNO, the unaudited consolidated net asset value of ALNO as at 30 June 2014 was EUR10,643,000, and the unaudited consolidated profit before tax and net profit of ALNO were EUR20,345,000 and EUR20,855,000, respectively. REASONS FOR AND BENEFITS OF THE TRANSACTIONS The Company is an investment holding company. The principal activities of the Group are the manufacturing and sale of wood products, the provision of trademarks and distribution network, the trading of timber and wood products and the operation of forestry assets. Since 2011, the Group has been expanding its household products business. Apart from its wood flooring products, the Group has expanded its presence to the wooden doors, wardrobes and kitchen cabinets markets. It has also been the Company s business strategy to explore business opportunities in the overseas markets and to introduce overseas household brands into the PRC. In 2013, Nature Vanessa Holding Company Limited (a wholly-owned subsidiary of the Company) and ALNO China Holding Limited (a company owned as to 45% by ALNO) formed a joint venture, Wellmann China Company Limited, which supports the recruitment of franchisees to run kitchen shops in the PRC under the name Wellmann. The Company, through Nature Vanessa Holding Company Limited is interested in 33% of Wellmann China Company Limited. The Group is currently the exclusive distributor of Wellmann brand kitchen cabinets in the PRC. Since 2011, the Group started household products business leveraging on its Nature brand and network. The Group has been gradually achieving its goal of integration of household products. The business of wardrobes and cabinets has become one of the core businesses of the Group. The Company considers the Transactions offer an opportunity for the Company to expand its business interests in the overseas kitchen cabinets market, which is expected to bring new business opportunities to the Group 5

6 and in turn creates value for the shareholders of the Company. The Company also considers that the Transactions will strengthen the co-operative relationship between ALNO Group and the Company in the kitchen cabinets market in the PRC. The Directors are of the view that the terms of the Transactions are on normal commercialterms,are fair and reasonable and are in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS As the applicable percentage ratios calculated pursuant to Rule of the Listing Rules in respect of the Transactions, on an aggregated basis, are more than 5% but less than 25%, the Transactions constitute a discloseable transaction for the Company under the Listing Rules and are subject to the notification and announcement requirements set out in the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: Acquisition ALNO ALNO Group ALNO Shares Board Company Directors the acquisition of the Sale Shares by the Company from Whirlpool pursuant to the Share Purchase Agreement ALNO AG, a company incorporated under the laws of the Federal Republic of Germany, the issued shares of which are listed on the Frankfurt Stock Exchange ALNO and its subsidiaries shares of no par value in the share capital of ALNO the board of directors of the Company Nature Home Holding Company Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange the directors of the Company EUR Euro, the lawful currency of participating member states of the European Union Group the Company and its subsidiaries Investment Agreement the investment agreement entered into between ALNO and the Company and dated 30 March 2015 in relation to the Subscription 6

7 Last Trading Day Listing Rules New Shares PRC RMB 28 March 2015, being the last trading day of the ALNO Shares prior to the entering into of the Investment Agreement and the Share Purchase Agreement the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 5,500,000 ALNO Shares to be subscribed by the Company pursuant to the Investment Agreement the People s Republic of China excluding, for the purpose of this announcement, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan Renminbi, the lawful currency of the PRC Sale Shares 1,375,000 ALNO Shares to be purchased by the Company from Whirlpool pursuant to the Share Purchase Agreement Share Purchase Agreement Stock Exchange Subscription Transactions Whirlpool the share purchase agreement entered into between Whirlpool and the Company and dated 30 March 2015 in relation to the Acquisition The Stock Exchange of Hong Kong Limited the subscription of the New Shares by the Company pursuant to the Share Purchase Agreement collectively, the Subscription and the Acquisition Whirlpool Germany GmbH, a limited liability company incorporated and organised under the laws of the Federal Republic of Germany This announcement contains translations between EUR and RMB at the exchange rate of EUR1.00 = RMB6.69. The translations are not representations that the EUR and RMB amounts can be or could have been converted at the above rate or any other rate or at all. Hong Kong, 30 March 2015 By Order of the Board Nature Home Holding Company Limited Se Hok Pan Chairman As at the date of this announcement, the Board of Directors of the Company comprises Mr. SE Hok Pan, Mr. LIANG Zhihua, Ms. UN Son I and Mr. SHE Jian Bin, as executive directors; Mr. Homer SUN (with Mr. LAW Wing Cheung Ryan as his alternate) and Mr. TEOH Chun Ming as non-executive directors; Professor LI Kwok Cheung, Arthur, Mr. ZHANG Sen Lin, Mr. CHAN Siu Wing, Raymond and Mr. HO King Fung, Eric as independent non-executive directors. 7