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Beijing Digital Telecom Co., Ltd. — M&A Activity 2021
Feb 21, 2021
50994_rns_2021-02-21_9c4db5d3-e03f-49ff-a0e9-9d547521c5a2.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.
This joint announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Beijing Digital Telecom Co., Ltd.. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
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HK Huafa Investment
北京迪信通商貿股份有限公司 珠海華發實體產業投資控股 香港華發投資控股有限公司 BEIJING DIGITAL 有限公司 HONG KONG HUAFA TELECOM CO., LTD. ZHUHAI HUAFA INVESTMENT (a joint stock limited company incorporated INDUSTRIAL HOLDINGS LIMITED in the People’s Republic of China INVESTMENT (a limited liability company with limited liability) incorporated in Hong Kong) (Stock Code: 6188) HOLDING CO., LTD.* (a limited liability company established in the People’s Republic of China)
JOINT ANNOUNCEMENT
DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT IN RELATION TO
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(1) POSSIBLE MANDATORY CONDITIONAL CASH OFFER BY ZHUHAI HUAFA INDUSTRIAL INVESTMENT HOLDING CO., LTD FOR ALL THE ISSUED DOMESTIC SHARES OF BEIJING DIGITAL TELECOM CO., LTD. (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY ZHUHAI HUAFA INDUSTRIAL INVESTMENT HOLDING CO., LTD AND PARTIES ACTING IN CONCERT WITH IT); AND**
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(2) POSSIBLE MANDATORY CONDITIONAL CASH OFFER BY GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED ON BEHALF OF HONG KONG HUAFA INVESTMENT HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED H SHARES OF BEIJING DIGITAL TELECOM CO., LTD.
Reference is made to the joint announcement (the “ Joint Announcement ”) issued by Beijing Digital Telecom Co., Ltd., Zhuhai Huafa Industrial Investment Holding Co., Ltd.* and Hong Kong Huafa Investment Holdings Limited dated 1 February 2021. Unless the context otherwise requires, all capitalised terms used herein shall bear the same meanings as those defined in the Joint Announcement.
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DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, inter alia , (i) details of the Offers (including the expected timetable and terms of the Offers); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offers; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offers, together with the Forms of Acceptance to the Shareholders is required to be despatched within 21 days of the date of the Joint Announcement, which in this case would be on or before 22 February 2021.
Pursuant to Note 2 of Rule 8.2 of the Takeovers Code, the Executive’s consent is required if the making of the Offers is subject to prior fulfilment of a pre-condition and the pre-condition cannot be fulfilled within the time period contemplated by Rule 8.2 of the Takeovers Code.
As disclosed in the Joint Announcement, Completion shall only occur if all Conditions have been satisfied or (if applicable) waived by Zhuhai Huafa Industrial. Given additional time is required for (i) the Conditions to be satisfied; and (ii) for the parties to finalise the information to be contained in the Composite Document (including information reflecting the Company’s announcement of its results for the financial year ending 31 December 2020 and the letter of advice from the Independent Financial Adviser), an application has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code for the Executive’s consent to extend the latest date to despatch the Composite Document to 16 April 2021.
The Executive has indicated that it is minded to grant consent for such extension. Further announcement(s) will be made by the Offeror Group and the Company as and when appropriate.
WARNING:
Shareholders and potential investors of the Company should note that the Offers may or may not be materialised as the making of the Offers is subject to Completion. Accordingly, Shareholders and potential investors of the Company should exercise caution when dealing in the Domestic Shares and the H Shares. If Shareholders and potential investors have any doubt about their position, they should consult their professional advisers.
By order of the Board of By order of the Board of By order of the Board of 北京迪信通商貿股份有限公司 珠海華發實體產業投資控股 香港華發投資控股有限公司 BEIJING DIGITAL 有限公司 HONG KONG HUAFA TELECOM CO., LTD. ZHUHAI HUAFA INVESTMENT LIU Donghai INDUSTRIAL INVESTMENT HOLDINGS LIMITED Chairman HOLDING CO., LTD LI Guangning GUO Jin* Director Director
The PRC, 22 February 2021
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As at the date of this joint announcement, the Board comprises the following Directors: Executive Directors: Mr. Liu Donghai, Mr. Liu Yajun and Ms. Liu Wencui; Non-executive Directors: Mr. Li Wenzhi, Mr. Yao Yanzhong and Mr. Lv Jing; Independent Non-executive Directors: Mr. Lv Tingjie, Mr. Lv Pingbo, and Mr. Zhang Senquan.
As at the date of this joint announcement, the directors of Zhuhai Huafa are Mr. Li Guangning, Mr. Ye Yuhong, Mr. Xie Wei, Mr. Chen Yi, Ms. Zhou Youfen, Mr. Huang Jianbin and Mr. Li Weijie.
As at the date of this joint announcement, the directors of Zhuhai Huafa Industrial are Ms. Guo Jin, Mr. Xie Hui, Mr. Xie Hao and Mr. Wang Zhe.
As at the date of this joint announcement, the directors of Hong Kong Huafa are Mr. Li Guangning, Mr. Xie Wei, Mr. Guo Lingyong, Mr. Wu Jiang and Ms. Li Yanmei.
All Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than the information in relation to the Offeror Group and/or parties acting in concert with any of them (for this purpose, excluding the Transferors and the Liu Family)) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of Zhuhai Huafa, Zhuhai Huafa Industrial and/or Hong Kong Huafa) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
All directors of Zhuhai Huafa, Zhuhai Huafa Industrial and Hong Kong Huafa jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than the information in relation to the Company, the Transferors and/ or the Liu Family) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
- For identification purposes only
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