Automated Systems Holdings Limited — M&A Activity 2002

Jun 20, 2002

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.

(Incorporated in the Cayman Islands with limited liability)	(Incorporated in Bermuda with limited liability)
MAJOR TRANSACTION	CHANGE OF CONTROLLING SHAREHOLDER

JOINT ANNOUNCEMENT

Since sufficient information has yet to be provided to the SFC to facilitate its consideration of whether or not to grant to the Purchaser the Written Confirmation, it is unlikely that all the conditions precedent contained in the Sale and Purchase Agreement will have been fulfilled by the Longstop Date. The Company and the Purchaser have entered into a supplemental agreement in letter form on 20th June, 2002 to extend the Longstop Date to 5th July, 2002.

Reference is made to (i) the announcement jointly made by the Company and China Online dated 29th April, 2002 (the “Joint Announcement I”) in relation to the major transaction in the form of the Disposal of share in Vigor Online and Shareholder's Loan; (ii) the circular issued by the Company to the Shareholders dated 21st May, 2002 in respect thereof; (iii) the announcement jointly made by the Company and China Online dated 10th June, 2002 (the “Joint Announcement II”) relating to the disposal of the 85,740,000 China Online Shares on 10th June, 2002; and (iv) the announcement jointly made by the Company and China Online dated 12th June, 2002 in respect of the disposal of the 85,740,000 China Online Shares being a manual trade rather than a sale in the open market (the “Joint Announcement III”). Capitalised terms used in this announcement shall have the same meanings as defined in the Joint Announcement I unless the context herein requires otherwise.

In both the Joint Announcements II and III, it was stated that the Sale and Purchase Agreement in respect of the Disposal is still conditional on, inter alia, confirmation in writing from the Executive of the SFC that the Purchaser will not be required to make a general offer in respect of all the China Online Shares (other than the China Online Shares beneficially owned by Vigor Online on the Completion Date) upon Completion (the “Written Confirmation”). Up to the date of this announcement, sufficient information has yet to be provided to the SFC to facilitate its consideration of whether or not to grant the Written Confirmation to the Purchaser. Accordingly, it is unlikely that all the conditions precedent contained in the Sale and Purchase Agreement will have been fulfilled by the Longstop Date. Hence, in accordance with the terms of the Sale and Purchase Agreement, the Company and the Purchaser have entered into a supplemental agreement in letter form on 20th June, 2002, whereby it was agreed that the Longstop Date be extended to 5th July, 2002; and that, save the amendment to the Longstop Date upon such agreed extension as aforesaid, all the terms and conditions of the Sale and Purchase Agreement shall remain in full force and effect.

The Sale and Purchase Agreement in respect of the Disposal is still conditional on, inter alia, the Written Confirmation from the Executive of the SFC. As a result, the Disposal may or may not proceed. Further announcement will be made by the Company upon Completion.

By order of the Board
China Sci-Tech Holdings Limited
Kong Muk YinCompany Secretary

By order of the Board
China Online (Bermuda) Limited
Fung Ching Man, AdaCompany Secretary

Hong Kong, 20th June, 2002

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to China Online) and confirm, having made all reasonable enquiries, that to the best of their knowledge, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts (other than that relating to China Online) not contained in this announcement, the omission of which would make any of their statements in this announcement misleading.

The directors of China Online jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group and the Purchaser) and confirm, having made all reasonable enquiries, that to the best of their knowledge, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts (other than that relating to the Group and the Purchaser) not contained in this announcement, the omission of which would make any of their statements in this announcement misleading.

Please also refer to the published version of this announcement in the Standard.