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Crypto Flow Technology Limited — Capital/Financing Update 2002
May 10, 2002
51323_rns_2002-05-10_2e763aff-7271-49da-988a-1db748ec2674.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“Hongkong Clearing”) take no responsibility for the contents of this 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 announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.
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WAFER SYSTEMS LIMITED 威發系統有限公司[*]
(incorporated in the Cayman Islands with limited liability)
LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING
Number of Placing Shares : Initially 55,972,000 Shares comprising 52,020,000 New Shares and 3,952,000 Sale Shares (Subject to Over-allotment Option) Placing Price : HK$0.55 per Share Nominal Value : HK$0.01 each Stock Code : 8198
Sponsor
CSC Asia Limited
Co-Sponsor
JS Cresvale International Limited
Financial Advisor and Lead Manager
Watterson Asia Limited
Lead Managers
CSC Securities (HK) Limited
Co-lead Managers
MasterLink Securities (H.K.) Corp. Ltd. Luen Fat Securities Co. Ltd.
Co-Managers
First Shanghai Securities Limited Sino Grade Securities Ltd. Koffman Securities Limited First Asia Finance Group Limited Sanfull Securities Limited South China Securities Limited Toyo Securities Asia Limited
Unless defined herein, terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus dated 10 May 2002 issued by Wafer Systems Limited (the “Company”) (the “Prospectus”).
Application for the Placing Shares will only be considered on the basis of the Prospectus.
Application has been made to the GEM Listing Committee of the Stock Exchange for the listing of and permission to deal in the Shares in issue and to be issued as described in the Prospectus, including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option as described in the Prospectus. Dealings in the Shares on GEM are expected to commence on 17 May 2002.
Subject to the granting of the listing of and permission to deal in the Shares on GEM as well as the compliance with the stock admission requirements of Hongkong Clearing, the Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Shares on GEM or on any other date Hongkong Clearing chooses. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.
The Placing is conditional on the of the conditions as stated in the paragraph headed “Conditions of the Placing” in the section headed “Structure of the Placing” in the Prospectus. If any of these conditions are not fulfilled on or before 5:00 p.m. on 9 June 2002, the Placing will lapse and the Stock Exchange will be notified immediately. Notice of the lapse of the Placing will be published by the Company at www.hkgem.com on the next day following such lapse.
Pursuant to the Underwriting Agreement, the Company has granted to the Underwriters the Over-allotment Option, exercisable by Watterson Asia as bookrunner on behalf of the Underwriters at any time on or before 5:00 p.m. on 9 June 2002, to require the Company to issue and allot at the Placing Price up to an aggregate of 7,803,000 additional Shares, representing 15% of the New Shares initially available under the Placing, to cover overallocations in the Placing, if any. Watterson Asia, CSC Securities, and JS Cresvale may also cover any such over-allocations by, among other means, purchasing Shares in the secondary market or by a combination of purchase in the secondary market and the exercise of the Overallotment Option either in part or in full. Any such secondary market purchases will be made in compliance with all applicable laws, rules and regulations. An announcement will be made by the Company if the Over-allotment Option is exercised.
Copies of the Prospectus as required by the GEM Listing Rules are available, for information purposes only, from the Sponsor, CSC Asia Limited, at 28/F., Cosco Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong, the Co-Sponsor, JS Cresvale International Limited, at 6th and 7th Floors, Asia Pacific Finance Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong, and the Lead Manager and Bookrunner, Watterson Asia Limited, at 5th Floor, 8 Queen’s Road Central, Hong Kong for a period of 14 days only after 5:00 p.m. on 10 May 2002 and thereafter during normal office hours from 9:00 a.m. to 6:00 p.m. up to and including 23 May 2002.
By order of the Board Wafer Systems Limited Chan Sek Keung, Ringo Chairman
Hong Kong, 10 May 2002
This announcement and a copy of the Prospectus referred to above will appear on the GEM website at “http://www.hkgem.com”, on the “Latest Company Announcements” page for seven days from the date of posting.
- For identification only