Interesting announcements today.
infopub.sgx.com/Apps?A=COW_CorpAnnouncement_Content&B=AnnouncementToday&F=DL3ZJC2LSS09QK5Z#.U3tM7fmSx8E--------------------
RESIGNATION OF INDEPENDENT DIRECTOR
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings as
ascribed to them in the announcement dated 8 May 2014 in respect of the Subscription Agreement and
Placement Agreement.
The Board of Directors (with the exception of Mr Choo Boon Tiong (“Mr Choo”), whose resignation has been
accepted with effect from 20 May 2014) (the “Current Board”) of Craft Print International Limited (the
“Company”, and together with its subsidiaries, the “Group”) refers to the announcement on the cessation of
Mr Choo as an Independent Director of the Company dated 20 May 2014 (the “Cessation Announcement”),
in particular the section on “Detailed Reason(s) for Cessation” set out therein.
The Current Board wishes to inform the shareholders of the Company that it disagrees with Mr Choo’s view
and that in its view, there was no breach of corporate governance in the decision making process with regards
to the Subscription Agreement dated 8 May 2014 with Mr Shi Jiangang and Mr Sam Kok Yin (collectively, the
“Subscribers” and each, a “Subscriber”). The Subscription Agreement was approved by majority vote of the
Directors at the meeting of the Board (the “Initial Board”) held on 7 May 2014 (the “Board Meeting”), at
which Mr Choo was also present. Mr Soh Gim Teik abstained from participating in discussions relating to the
Subscription Agreement and Placement Agreement and voting on the same at the Board Meeting as he is a
signatory and participant to the Placement Agreement.
Subsequent to the approval of the majority of the Initial Board, the Subscription Agreement was signed by way
of counterparts between 7 and 8 May 2014. The competing preliminary offer referred to in the Cessation
Announcement (the “Competing Proposal”), which was unsolicited by the management of the Company, was
received only on 8 May 2014, after the relevant parties had commenced signing the Subscription Agreement.
Furthermore, the Competing Proposal received only briefly set out the proposed terms and would have
required further negotiations between the parties. In comparison, the Subscription Agreement was in a
finalised and executable form, following a few rounds of prior negotiations amongst the relevant parties, and
was indeed executed. In light of the foregoing and taking into consideration the risks to the existing deal with
the Subscribers caused by any further delay, the majority of the Initial Board was of the opinion that it would
be in the interests of the Company to proceed with the Subscription Agreement.
The Current Board would also like to clarify that the concerns raised by Mr Choo in respect of the Subscription
Agreement had been duly considered and addressed at the Board Meeting. In this regard, the Current Board
would like to highlight it is of the view that the Subscription Agreement would, if completed, lead to fresh funds
being injected into the Company and as such it is beneficial to the Company and its shareholders.
Shareholders may wish to note that there is no sale or transfer of shares by the Company’s controlling
shareholders pursuant to the Subscription Agreement.
By Order of the Board
Ong Kwee Cheng
Executive Chairman
20 May 2014
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