24 June 2019
ASX ANNOUNCEMENT
Restructure by Major Shareholder
Further to the announcement dated 21 March 2019, Kresta Holdings Limited (Company) has been notified that the internal corporate restructure being undertaken by its major shareholder, Ningbo Xianfeng New Material Company (Aplus) has been completed, with Aplus' 84.35% indirect interest in the Company (previously held by its wholly owned subsidiary, Suntarget (Hong Kong) Trading Co., Limited having been transferred to its associate, Van Dairy (Hong Kong) Group Limited, an entity also controlled by Mr Xianfeng Lu.
As a result of the internal corporate restructure of the entities controlled by Mr Xianfeng Lu, the Company attaches the substantial shareholder notice and change of director's interest notice provided to it.
For further information please contact:
Xianfeng Lu
Chairman
Kresta Holdings Limited
T: 08 9249 0789
604 | page 2/2 | 15 July 2001 |
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
ToCompany Name/Scheme
ACN/ARSN
1. Details of substantial holder (1)
Name
ACN/ARSN (if applicable)
Kresta Holdings Limited
008 675 803
Ningbo Xianfeng New Material Co., Ltd (Aplus), Van Dairy (Hong Kong) Group Limited (VDHK), Mr Lu Xianfeng and the other entities listed in item 4 below
N/A
There was a change in the interests of the | |
substantial holder on | 20/06/2019 |
The previous notice was given to the company on | 13/01/2015 |
The previous notice was dated | 13/01/2015 |
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Class of securities (4) | Previous notice | Present notice | ||
Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
Ordinary fully paid shares | 126,741,799 | 84.35% | 126,741,799 | 84.35% |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Person whose | Consideration | Class and | |||
Date of | Nature of | number of | Person's votes | ||
relevant interest | given in relation to | ||||
change | change (6) | securities | affected | ||
changed | change (7) | ||||
affected | |||||
VDHK became the registered holder of | |||||
shares in which it already had a relevant | |||||
interest that were transferred to it from | |||||
Suntarget as part of an internal corporate | |||||
restructure of the entities under the | |||||
VDHK and Suntarget | control of Mr Lu Xianfeng, who maintains | 126,741,799 | |||
20/06/2019 | (Hong Kong) Trading Co | the same relevant interest in the shares. | 1 Chinese Yuan | 126,741,799 | |
ordinary shares | |||||
Limited (Suntarget) | |||||
Suntarget retains its relevant interest in | |||||
the shares due to it being an associate of | |||||
VDHK by virtue of both entities and Aplus | |||||
all being under the control of Mr Lu | |||||
Xianfeng. | |||||
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of | Registered | Person entitled | to be | Nature of | Class and | |||
relevant | holder | of | registered as | holder | relevant | number of | Person's votes | |
interest | securities | (8) | interest (6) | securities | ||||
Relevant interest under section | ||||||||
VDHK | VDHK | VDHK | 608(1)(a) of the Corporations Act | 126,741,799 | 126,741,799 | |||
2001 (Cth) (Act) as the registered | ordinary shares | |||||||
holder of the shares. | ||||||||
Relevant interest under section | ||||||||
Ningbo Kaixin | Investment | VDHK | VDHK | 608(3)(b) of the Act by having control | 126,741,799 | 126,741,799 | ||
Limited (NKIL) | over VDHK, holding 100% of the | ordinary shares | ||||||
shares on issue. | ||||||||
Relevant interest under section | |||||||
Ningbo Xianfeng | VDHK | VDHK | 608(3)(b) of the Act by having control | 126,741,799 | 126,741,799 | ||
Investment Limited (NXIL) | over NKIL, holding 100% of the | ordinary shares | |||||
shares on issue. | |||||||
Relevant interest under section | |||||||
Mr Lu Xianfeng | VDHK | VDHK | 608(1) or 608(3) of the Act by having | 126,741,799 | 126,741,799 | ||
control over VDHK. | ordinary shares | ||||||
Relevant interest under section | |||||||
Aplus | VDHK | VDHK | 608(3)(a) or 608(3)(b) of the Act as a | 126,741,799 | 126,741,799 | ||
result of having voting power in | ordinary shares | ||||||
VDHK that is above 20%. | |||||||
Relevant interest under section | |||||||
Suntarget | VDHK | VDHK | 608(3)(a) or 608(3)(b) of the Act as a | 126,741,799 | 126,741,799 | ||
result of having voting power in | ordinary shares | ||||||
VDHK that is above 20%. | |||||||
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
relation to voting interests in the company or scheme are as follows:
Name and | ACN/ARSN (if | Nature of association |
applicable) | ||
N/A | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
Name | Address |
VDHK | Room 2105, NB2818, Trend Centre, 29-31 Cheung Lee Street, Chai Wan, Hong Kong |
NKIL | Shanxia Village, Jishigang Town, Haishu District, Ningbo, Zhejiang, China |
NXIL | Shanxia Village, Jishigang Town, Haishu District, Ningbo, Zhejiang, China |
Mr Lu Xianfeng | Shanxia Village, Jishigang Town, Haishu District, Ningbo, Zhejiang, China |
APLUS | Shanxia Village, Jishigang Town, Haishu District, Ningbo, Zhejiang, China |
Signature
print name Mr Lu Xianfeng | capacity | Director | |
sign here | date | 24/06/2019 |
DIRECTIONS
- If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
- See the definition of "associate" in section 9 of the Corporations Act 2001.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- The voting shares of a company constitute one class unless divided into separate classes.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- Include details of:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
- any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
- If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Appendix 3Y
Change of Director's Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director's Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity | Kresta Holdings Limited |
ABN | 26 008 675 803 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
Name of Director | Xianfeng Lu |
Date of last notice | 13 January 2015 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.
Direct or indirect interest | Indirect |
Nature of indirect interest | Indirect interest in Shares held by Van Dairy |
(including registered holder) | (Hong Kong) Group Limited. Mr Xianfeng Lu |
Note: Provide details of the circumstances giving rise to the relevant | is a director of Van Dairy (Hong Kong) Group |
interest. | |
Limited and indirectly holds the shares in | |
Van Dairy (Hong Kong) Group Limited | |
following the internal corporate restructure | |
as detailed below. | |
Date of change | 20 June 2019 |
No. of securities held prior to change | 126,741,799 Shares |
Class | Ordinary fully paid shares |
Number acquired | Nil |
Number disposed | Nil |
Value/Consideration | 1 Yuan |
Note: If consideration is non-cash, provide details and estimated | |
valuation | |
No. of securities held after change | 126,741,799 |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director's Interest Notice
Nature of change | Off-Market Transfer of shares from the |
Example: on-market trade, off-market trade, exercise of options, | previous registered holder of the shares, |
issue of securities under dividend reinvestment plan, participation in | Suntarget (Hong Kong) Trading Co Limited, |
buy-back | |
which is a wholly owned subsidiary of Ningbo | |
Xianfeng New Material Co., Ltd which Mr | |
Xianfeng Lu controls and is the Executive | |
Chairman of. | |
There has been no net change to the relevant | |
interests in the shares in Kresta Holdings | |
Limited. |
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
Detail of contract | N/A |
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change
Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change
Part 3 - +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?
+ See chapter 19 for defined terms.
Appendix 3Y Page 2 | 01/01/2011 |
Attachments
- Original document
- Permalink
Disclaimer
Kresta Holdings Limited published this content on 02 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2019 08:12:12 UTC