09:31 START TECH<00706> - Announcement (3) interests in Fuqing Plastics to another company not being wholly owned by the holding company of Chatex. Therefore, Chatex will not dispose of its entire 65% interests in and will continue to keep 26% interests in, Fuqing Plastics under the Disposal. The Directors (including the independent non-executive Directors) are of the view that the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable and in the interests of the shareholders of the Company as a whole. Financial effect on the Transaction The simplified group charts of the Group before and after the Transaction are as follows: Diagram 1: Before the Transaction Diagram 2: After the Transaction Prior to the completion of the Transaction, the shareholding interest of the Company in Fuqing Plastics is 65% and Fuqing Plastics is considered as a subsidiary of the Company and its financial results are consolidated with those of the Company. After completion of the Transaction, the Company's interest in Fuqing Plastics, via its various subsidiaries as referred to in diagram 2 above, is 60.24% and the Group is still in control of the board of Fuqing Plastics. As discussed with the auditors of the Company, the scope of consolidation is defined under HKSSAP32 "Consolidated financial statements and accounting for investments in subsidiaries" issued by the Hong Kong Society of Accountants. Under HKSSAP32, a subsidiary is an enterprise that is controlled by another enterprise ("parent") and is consolidated into the consolidated financial statements unless it is acquired and held exclusively with a view to subsequent disposal in the near future or operates under severe long-term restrictions which significantly impair its ability to transfer funds to the group ("limitation"). Based on the facts that the Company controls Fuqing Plastics through Chatex and Start-Tech (Fujian) and no such limitation event is expected to arise after the Transaction, the management of the Company considers that the financial results of Fuqing Plastics should be consolidated to the Company's consolidated financial statements after the completion of the Transaction. Before the completion of the Transaction, the board of directors of Fuqing Plastics consists of five directors of which three directors are appointed by Chatex and the remaining two directors are appointed by Batco. After the completion of the Transaction, the board of directors of Fuqing Plastics will consist of five directors of which two directors will be appointed by Start-Tech (Fujian), one director will be appointed by Chatex and the remaining two directors will be appointed by Batco. The Group has, in substance, disposed of 4.76% equity interest in Fuqing Plastics under the Transaction. As a result of the Transaction, a book gain of approximately HK$27,000 is expected to accrue to