Automated Systems Holdings Limited — M&A Activity 2000

Feb 8, 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) DISCLOSEABLE TRANSACTION The board of directors of the Company announces that it has disposed of an aggregate of 9,700,000 shares in the issued share capital of Pacific Century CyberWorks Limited. The disposal of the PCC Shares by the Company, when aggregated, constitute a discloseable transaction for the Company under the Rules Governing the Listing of Securities on the Stock Exchange. Introduction: The board of directors of the Company announces that between 3rd January, 2000 and 2nd February, 2000 the Company disposed of on The Stock Exchange of Hong Kong Limited (`Stock Exchange') an aggregate of 9,700,000 ordinary shares (`PCC Shares') in the issued share capital of Pacific Century Cyberworks Limited (`PCC'). Shares disposed: An aggregate of 9,700,000 ordinary shares of PCC representing 4.85% of the total amount of shares in PCC held by the Company. The Company continues to hold 190,300,000 shares in PCC, representing approximately 2.1% of the issued share capital of PCC. Consideration: The total consideration net of expenses received for the PCC Shares is approximately HK$176,600,000. The sale price per PCC Share ranged from approximately HK$16.0 to HK$20.1 each. The disposal of the PCC Shares constitutes a discloseable transaction for the Company on the basis that the value of the PCC Shares realised represents more than 15 per cent. of the consolidated net tangible assets of the Company shown in the Company's audited financial statements for the year ended 31st December, 1998 adjusted to reflect the interim results of the Company for the six months ended 30th June, 1999, which were sent to the Company's shareholders and announced to the public. Such consolidated adjusted net tangible assets amount to approximately HK$520,805,000. Independence of PCC: PCC is an independent third party not connected with the Company, its subsidiaries, their respective directors, chief executives, substantial shareholders or their respective associates (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the `Listing Rules')). Reasons for the Disposal: 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 dispose of 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 dispose of its holding of PCC Shares gradually. A net gain was made on the disposal of the PCC Shares. Use of Proceeds: The Directors do not currently have any specific plans as to how the net proceeds from the disposal will be used and intend to use such proceeds as general working capital of the Company. General: A circular containing the details of the disposal of the PCC Shares described above will be despatched to shareholders of the Company as soon as possible. The Company is an investment holding company and it is, through its subsidiaries, involved in mobile-phone distribution in Hong Kong and investing with strategic partners in distribution networks of telecommunication products in the People's Republic of China. By Order of the Board China Online (Bermuda) Limited Stephen W.K. Law Director Hong Kong, 3rd February, 2000