KWONG HING INTL<1131> - Announcement
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of
the contents of this announcement.
Kwong Hing International Holdings (Bermuda) Limited (the "Company")
(Incorporated in Bermuda with limited liability)
Announcement
The Company wishes to advise that:
1. it had entered into an agreement on 18th December, 1999 to
subscribe for 30,000,000 new shares in SDL at the total price of
HK$30,000,000 all payable in cash after certain conditions precedent being
fulfilled;
2. SDL's existing shareholders are: Electric World Holdings Limited
(holds 71%), and three companies controlled by AT&T Group (hold the
balance); each of SDL and its existing shareholders is independent third
party;
3. SDL is the majority equity holder of several Chinese-foreign
joint-ventures which lease equipment and provide consultancy services to
mobile-phone companies which operate the Great Wall Networks in different
provinces of Mainland China;
4. the Company will continue to invest, develop and operate its
existing core business in respect of textile products; and it considers
that the investment may allow the Company to benefit from the rapid growth
of the telecommunication industry of Mainland China;
5. trading of the shares of the Company was suspended today and will
be resumed with effect from 10:00 a.m. of 21st December, 1999.
1. The Subscription Agreement
Further to the Company's announcement dated 6th December, 1999, the
Company wishes to advise that it had entered into an agreement with Star
Digitel Limited ("SDL") on 18th December, 1999 to subscribe for 30,000,000
shares in SDL's issued share capital (the "Shares") at the total price of
HK$30,000,000. The Shares represents about 4.3% of the enlarged issued
share capital of SDL. Each of SDL and its shareholders is an independent
third party not connected with the directors, chief executive or
substantial shareholders of the Company or any of its subsidiaries or any
of their respective associates (as defined in the Listing Rules of the
Stock Exchange). As there are conditions precedent to be fulfilled, the
transaction may or may not materialize.
2. Further Information about Subscription of the Shares
The Shares are to be allotted to the Company at par value, and to be paid
wholly in cash. The Company's subscription of the Shares is subject to the
normal conditions precedent that the Company is to be satisfied with the
results of the legal and financial due diligence on SDL which shall be
completed on or before 17th February, 2000. After the conditions precedent
are fulfilled, the Company will subscribe the Shares and pay the
subscription price in lump sum within 10 business days. The Company will
use its internal resources to fund the subscription of the Shares.
3. Information about the Shareholding in SDL
SDL is a privately held company incorporated in Hong Kong. Its existing
four shareholders are: Electric World Holdings Limited which holds about
71% of SDL's share capital and the balance is held by three companies
controlled by AT&T Group. According to SDL, the major shareholder of
Electric World Holdings Limited is Mr. Wong Kam Fu.
4. SDL's Joint Ventures in Mainland China
SDL is the majority equity holder of several Chinese-foreign
joint-ventures (the "JVs") incorporated in Mainland China. The JVs main
businesses are the leasing of equipment and provision of consultancy
services to various mobile-phone companies in Mainland China which operate
mobile-phone networks named the Great Wall Networks. Currently, Great Wall
Networks provide mobile-phone services in the following areas of Mainland
China: Beijing Municipality, Gansu Province, Guandong Province, Hainan
Province, Hebei Province, Shandong Province, Sichuan Province and Yunnan
Province.
5. Reason for the Investment
The Company considers the subscription of the Shares as an investment
which may allow the Company to benefit from the rapid growth of the
telecommunication industry of Mainland China. The Company will continue to
invest, develop and operate its existing core business in respect of
textile products.
6. Further Announcement
The Company will issue further announcement when the transaction is
completed or terminated.
7. Suspension and Resumption of Trading of Shares
Trading in the Company's shares was suspended at the request of the
Company on 20th December, 1999 pending this announcement. Application has
been made to the Stock Exchange for the resumption of trading in the
Company's shares with effect from 10:00 a.m. of 21st December, 1999.
8. Others
The subscription of the Shares does not constitute a notifiable
transaction under the Listing Rules of the Stock Exchange.
Save as disclosed immediately above, the Company confirms that there are
no negotiations or agreements relating to any intended acquisitions or
realisations which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board of the Company aware of any matter
discloseable under the general obligation imposed by paragraph 2 of the
Listing Agreement, which is or may be of a price-sensitive nature.
Persons dealing in shares of the Company are reminded to exercise due
caution.
Made by the order of the Board of the Company, the directors of which
individually and jointly accept responsibility for the accuracy of this
announcement.
By order of the Board
Kwong Hing International Holdings (Bermuda) Limited
Li Mei Lin
Deputy Chairman
Hong Kong: 20th December, 1999
|