KWONG HING INTL<1131>-Announcement & Resumption of Trading
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. the Subscription Agreement it signed with SDL is a legally binding
agreement and not a letter of intent;
2. the Shares are newly allotted shares and not subject to any third
party's right of purchase;
3. whether SDL owns the Great Wall Networks is not a concern to the
Company;
4. as a passive investor, the Company has no right to appoint any
director of SDL;
5. it is a condition-precedent that SDL has to cause the liquidation
application against it be withdrawn before the Company subscribes the
Shares;
6. trading of the Company's shares remained suspended today and
application has been made to the Stock Exchange for the resumption of
trading with effect from 10:00 a.m. of 22nd December, 1999.
The Company refers to its announcement dated 20th December, 1999 and the
reports today on Hong Kong Economic Journal and Oriental Daily.
The Company wishes to further advise as follows:
1. Nature of the Subscription Agreement
The Company signed the agreement (the "Subscription Agreement") to
subscribe for 30,000,000 shares (the "Shares") in Star Digitel Limited
("SDL") on 18th December, 1999 as a legally binding agreement and not as a
letter of intent.
2. SDL's Right to Allot the Shares
SDL has warranted to the Company that it can allot the Shares to the
Company. As newly allotted shares, the Shares shall not be the subject of
any third party's right of purchase.
3. SDL's Ownership of the Great Wall Networks
The Company intends to invest in SDL for its equipment leasing and
consultancy business. Whether SDL owns the Great Wall Networks is not a
concern to the Company.
4. The Company's Role in SDL
As advised in the last announcement, the Company intends to hold the
Shares as an investment. As a minority shareholder holding about 4.3% of
SDL's enlarged share capital, the Company will not have the right to
nominate any director of SDL.
5. Liquidation Application against SDL
Before signing of the Subscription Agreement, SDL informed the Company
about its dispute with the relevant creditor and the liquidation
application against SDL. The Company makes it a condition precedent that
SDL has to settle with the relevant creditor before the Company's
subscription of the Shares and the liquidation application has to be
withdrawn.
6. Major Terms of the Subscription Agreement
Subject : The Company will subscribe the Shares at the total price
of HK$30,000,000.
Completion : The subscription of the Shares shall take place
within 10 business days after satisfaction of conditions precedent which
shall be fulfilled on or before 17th February, 2000.
Major Conditions Precedent : (a) The Company is satisfied with
the results of the financial and legal due diligence; (b) all the legal
proceedings against SDL (including the liquidation application mentioned
above) have been fully and finally settled.
There is no other condition precedent not disclosed in this announcement
which is of price sensitive nature.
7. Suspension and Resumption of Trading of Shares
Trading in the Company's shares remained suspended on 21st 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 22nd December, 1999.
8. Others
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.
As there are conditions precedent to be fulfilled, the transaction may or
may not materialize. 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: 21st December, 1999
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