Asia Packaging Group Completes Acquisition of Yuanxing Package Co.

June 6, 2013 (Press Release) - Asia Packaging Group Inc. (the "Company") is pleased to announce that it has closed the acquisition of Yuanxing Package (China) Co., Ltd. ("Yuanxing"). The Company has received the final acceptance from the TSX Venture Exchange (the "Exchange") and is pleased to announce that the Company' shares will resume trading at the opening of market on June 6, 2013.

Under the terms of a share purchase agreement dated November 5, 2012, as amended by the First Amendment to Share Purchase Agreement dated February 15, 2013 (collectively the "Purchase Agreement") (available on SEDAR), the acquisition of Yuanxing was completed through the purchase of all the issued and outstanding shares in its corporate parent, Jiayuan Investment Limited, from shareholders of Jiayuan Investment Limited (the "Jiayuan Shareholders"). In accordance with the Purchase Agreement, the purchase price of $48 million has been satisfied by payment to the Jiayuan shareholders as follows:

1. At the closing, issued to the Jiayuan shareholders 50,000,000 Asia Packaging Shares at a deemed price of $0.40 per share;

2. At the closing, paid to the Jiayuan shareholders cash in the amount of Six Million Canadian Dollars ($6,000,000 CAD);

3. At the closing, issue to the Jiayuan Shareholders $4,000,000 convertible debentures of the Company. The convertible debentures have a maturity date on the third anniversary of the closing, accrue simple interest at 8% per annum until paid or converted, and may be converted into Asia Packaging Shares at the election of the Jiayuan Shareholders at the conversion price of $0.40 per share;

4.The remaining balance of the purchase price ($18,000,000 CAD) was paid in cash in two equal installments by delivery at the closing of promissory notes of the Company, the first of which ($9,000,000 CAD) will be paid before June 30, 2013 and the second of which ($9,000,000 CAD) will be paid on or after April 30, 2014, but payment of each installment may be adjusted in the following manner:

  • (a) If the net income of Yuanxing for the fiscal year ending December 31, 2012, as presented in the audited financial statements of Yuanxing, is lower than RMB Eighty Million Yuan (RMB 80,000,000), the first installment payment payable to the Jiayuan Shareholders shall be reduced by the amount that is equal to the Canadian dollar equivalent of two times (2x) the difference between (a) the net income of Yuanxing for the fiscal year ending December 31, 2012 and (b) RMB Eighty Million Yuan (RMB 80,000,000); and
  • (b) If the net income of Yuanxing for the fiscal year ending December 31, 2013, as presented in the audited financial statements of Yuanxing, is lower than RMB Eighty Million Yuan (RMB 80,000,000), the second installment payment payable to the Jiayuan shareholders shall be reduced by the amount that is equal to the Canadian dollar equivalent of the difference between (a) the net income of Yuanxing for the fiscal year ending December 31, 2013 and (b) RMB Eighty Million Yuan (RMB 80,000,000).

Mr. Wenge Hong, the Chairman of the Company expresses his appreciation to the Exchange for working with the Company to complete the transaction, which is one of the first transactions after the Exchange introduced its proposed policies on Emerging Market Issuers, "on behalf of the management and directors of the Company and Yuanxing, we would like to thank the staff of the Exchange for their co-operation and effort."

Yuanxing manufactures and markets a variety of retail/shopping bags and packaging products to the Chinese market. Yuanxing produces a full line of paper retail/shopping bags. From its manufacturing facility in Quanzhou, Fujian Province, Yuanxing employs over 529 people in the design and manufacturing of approximately 376 million retail/shopping bags per year. Yuanxing has customers across China who are primarily Chinese clothing retailers and manufacturers with retail outlets. The retail/shopping bags are used as point-of-sale packaging and advertising for the Yuanxing's customers. SOURCE: Asia Packaging Group Inc