Automated Systems Holdings Limited — M&A Activity 2000

Feb 24, 2000

Listed Company Information

CHINA ONLINE<0383> - 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. China Online (Bermuda) Limited (the `Company') (Incorporated in Bermuda with limited liability) PROPOSED MAJOR TRANSACTION The board of directors of the Company announces that a circular will be despatched to shareholders of the Company in relation to the obtaining of a mandate by the directors of the Company to further realise the Company's investment in shares in Pacific Century CyberWorks Limited. Introduction: On 21st February, 2000, the Company despatched a circular to its shareholders in relation to the realisation of an aggregate of 12,700,000 shares in Pacific Century CyberWorks Limited (`PCC'). If the Company continues to realise its remaining holding of 187,300,000 shares in PCC (`PCC Shares') (representing approximately 1.9 per cent. of the issued share capital of PCC and booked at a carrying cost of approximately HK$259,400,000), The Stock Exchange of Hong Kong Limited has the discretion to aggregate the value of all realisations of PCC Shares by the Company when determining whether such realisations constitute, in aggregate, a major transaction for the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the `Listing Rules'). Under the Listing Rules, if the aggregate value of, or consideration received from, the realisations of PCC Shares by the Company represent 50 per cent. or more of the Company's adjusted net asset value, the realisations will constitute a major transaction for the Company and will be subject to the approval by the shareholders of the Company. Accordingly, a circular will be despatched to shareholders of the Company on 24th February, 2000 to seek their approval to grant a mandate to the directors of the Company to realise the Company's investment in PCC Shares. Reasons for the Realisation: The Directors of the Company consider that there was a divergence in the business strategy of PCC since the PCC Shares were originally acquired by the Company. The Company therefore decided to realise the PCC Shares so as to release part of its capital for future investment which was in line with the Company's strategy of expanding its existing business, although there are no firm plans for any specific acquisitions at this time. In view of the above, it is the current intention of the Company, subject to compliance with the Listing Rules, to further realise its holding of PCC Shares gradually when the market price of PCC Shares is favourable. According to the latest annual report of PCC, the loss before taxation and extraordinary items for the financial years ended 31st December, 1997 and 1998 were HK$4,125,000 and HK$61,457,000 respectively, and the loss after taxation and extraordinary items for the financial years ended 31st December, 1997 and 1998 were HK$5,519,000 and HK$63,860,000 respectively. Use of proceeds: The directors of the Company do not currently have any specific plans as to how the net proceeds from the realisation of PCC Shares will be used and intend to use such proceeds as general working capital of the Company. A further announcement will be made at the relevant time when further realisations of PCC Shares are made. The Company is an investment holding company and it is, through its subsidiaries, involved in mobile phone distribution in Hong Kong, investing with strategic partners in distribution networks in the People's Republic of China, and strategic investments. By Order of the Board China Online (Bermuda) Limited Stephen W.K. Law Director Hong Kong, 23rd February, 2000