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CSC Holdings Limited Share Issue/Capital Change 2002
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Download source fileThe 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.
Acceleration of Exercise of CCT Technology Option and PRC JV Option
and
Assignment of Shareholder's Loan
| On 8 August, 2002, CCT, Orient Rich, Haier-CCT and Haier Group Company entered into the Acceleration Agreement under which: (1) Haier-CCT will exercise the CCT Technology Option in full and acquire the Shareholder's Loan; (2) Haier-CCT will exercise the PRC JV Option in part in respect of a 15.5% interest in the PRC JV; and (3) Haier-CCT continues to hold the PRC JV Option in respect of the remaining 35.5% interest in the PRC JV and such option will be exercisable in full or in part at any time during the period from the date of Completion to 31 July, 2004 at the price of HK$468,600,000 which will be satisfied by the issue to Haier Group Company or its nominee(s) shares of Haier-CCT at the agreed price of HK$0.20 each. After the accelerated exercise of the PRC JV Option in part, Haier-CCT will still hold the PRC JV Option in respect of the remaining 35.5% interest in the PRC JV pursuant to the Acceleration Agreement. The purchase price of the CCT Technology Option Interest (representing 100% of the issued share capital of CCT Technology) is HK$1 payable in cash, being the equivalent of the net asset value of CCT Technology, which has a net deficit of HK$4,928,000 as at 31 July, 2002. The purchase price of the Shareholder's Loan is HK$54,940,947 payable in cash, being a sum equivalent to the face value of the Shareholder's Loan. The purchase price of the 15.5% interest in the PRC JV is HK$204,600,000, being the relevant proportionate amount of the full exercise price of the PRC JV Option of HK$673,200,000 as set out in the Agreement, which will be satisfied by the issue to Haier Group Company or its nominee(s) 1,023,000,000 shares of Haier-CCT at the agreed price of HK$0.20 each. The aggregate value of the consideration shares to be issued by Haier-CCT amounted to HK$104,346,000 based on the closing price of the shares of Haier-CCT of HK$0.102 as at 7 August, 2002, being the last trading day of the shares of Haier-CCT prior to its suspension on 8 August, 2002. Completion of the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan shall take place on the next business day (or such later date as may be agreed by the parties) after all necessary resolutions have been passed by the independent shareholders of Haier-CCT and CCT at the SGM and EGM respectively with respect to the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan and the terms of and transactions contemplated in the Acceleration Agreement. Completion of the sale and purchase of the 15.5% interest in the PRC JV will take place on the third business day following the date on which the Acceleration Agreement becomes unconditional or such later date as may be agreed by the parties to the Acceleration Agreement. Upon completion of the sale and purchase of the 15.5% interest in the PRC JV, the shareholding of Haier Group Company in Haier-CCT will increase from 1,960,000,000 shares, representing approximately 21.93% of the existing issued share capital of Haier-CCT, to 2,983,000,000 shares, representing approximately 29.94% of the enlarged issued share capital of Haier-CCT. Each of CCT and Haier Group Company is a substantial shareholder of Haier-CCT. Accordingly, the Acceleration Agreement and the transactions contemplated therein constitute a discloseable and connected transaction of Haier-CCT under Chapter 14 of the Listing Rules and is subject to, among other things, the approval of the independent shareholders of Haier-CCT at the SGM. A circular containing, among other things, (1) details of the Acceleration Agreement and the transactions contemplated therein; (2) notice of the SGM; (3) letter of advice from the independent financial adviser; and (4) recommendation of the independent board committee of Haier-CCT will be despatched to the shareholders of Haier-CCT as soon as practicable. The Acceleration Agreement and the transactions contemplated therein constitute a connected transaction for CCT under Chapter 14 of the Listing Rules as it involves (a) a transaction between Haier-CCT (being a subsidiary of CCT) and Haier Group Company (being a substantial shareholder of Haier-CCT); and (b) a transaction between CCT and Haier-CCT and CCT and Haier-CCT have jointly and severally given representations, warranties and undertakings in respect of the Group in favour of Haier Group Company in the Acceleration Agreement. As such, the proposed transactions under the Acceleration Agreement shall be conditional upon the approval of the independent shareholders of CCT at the EGM. Upon completion of the sale and purchase of the 15.5% interest in the PRC JV, the interest of CCT will be diluted from 51.31% to 46.04% and Haier-CCT will cease to be a subsidiary of CCT. Such dilution will be a deemed disposal by CCT of its interest in Haier-CCT, and hence constitutes a discloseable transaction for CCT under the Listing Rules. A circular containing, among other things, (1) details of the Acceleration Agreement; (2) notice of the EGM; (3) letter of advice from the independent financial adviser; and (4) recommendation of the independent board committee of CCT will be despatched to the shareholders of CCT as soon as practicable. Resumption of trading Trading in the shares of Haier-CCT on the Stock Exchange was suspended with effect from 9:30 a.m. on 8 August, 2002 at the request of Haier-CCT pending publication of this announcement. Application has been made by Haier-CCT for the resumption of trading of its shares on the Stock Exchange with effect from 9:30 a.m. on 16 August, 2002. |
Background
Reference is made to the Agreement, details of which were set out in a joint announcement of CCT and Haier-CCT (then known as CCT Multimedia Holdings Limited) dated 12 July, 2001 (the "Announcement") and the circular of Haier-CCT (then known as CCT Multimedia Holdings Limited) dated 29 August, 2001 (the "Circular"). Capitalised terms used herein bear the same respective meanings as those defined in the Announcement and the Circular.
Pursuant to the terms of the Agreement, Haier-CCT was entitled to require each of CCT and Haier Investments, during an exercise period commencing on the first anniversary of the Agreement Completion Date and ending on the third anniversary thereof, that is, from 17 December, 2002 to 17 December, 2004, to transfer all or part of the issued share capital of CCT Technology owned by CCT and the 51% interest in the PRC JV owned by Haier Investments respectively upon Haier-CCT exercising the CCT Technology Option and the PRC JV Option. The exercise price of the CCT Technology Option was agreed to be the net asset value of CCT Technology at the time of exercise of the CCT Technology Option and the exercise price of the PRC JV Option was agreed to be HK$673,200,000 which will be satisfied by the issue to Haier Group Company or its nominee(s) the PRC JV Option Consideration Shares at HK$0.20 each.
CCT, Orient Rich, Haier-CCT and Haier Group Company have on 8 August, 2002 entered into the Acceleration Agreement amending certain terms of the Agreement in respect of the CCT Technology Option and the PRC JV Option.
Acceleration Agreement
Date: 8 August, 2002
Parties: 1. CCT
-
Orient Rich
-
Haier Group Company
-
Haier-CCT
Pursuant to the Acceleration Agreement,
(1) CCT and Haier-CCT have agreed to accelerate the exercise of the CCT Technology Option in full and CCT will assign the Shareholder's Loan to Haier-CCT. The purchase price of the CCT Technology Option Interest in full (representing 100% of the issued share capital of CCT Technology) is HK$1 payable in cash, being the equivalent of the net asset value of CCT Technology and as at 31 July, 2002, CCT Technology has a net deficit of HK$4,928,000. CCT has represented to Haier Group Company that the Shareholder's Loan will remain the same upon completion of the sale and purchase of the CCT Technology Option Interest. The purchase price of the Shareholder's Loan is HK$54,940,947 payable in cash, being a sum equivalent to the face value of the Shareholder's Loan, which shall be funded by internal resources of Haier-CCT. The proceeds from the assignment of the Shareholder's Loan shall be used for the working capital purposes of CCT.
Before completion of the sale and purchase of the CCT Technology Option Interest, the service fee is payable by CCT Technology, an indirect wholly-owned subsidiary of CCT, to Foreland, and indirect wholly-owned subsidiary of Haier-CCT. After completion of the sale and purchase of the CCT Technology Option Interest, the service fee is payable by CCT Technology to Foreland but the two companies will become indirect wholly-owned subsidiaries of Haier-CCT. The service fee payable by CCT Technology to Foreland will be eliminated upon consolidation of Haier-CCT's accounts.
(2) Haier Group Company and Haier-CCT have agreed to accelerate the exercise of the PRC JV Option in part in respect of a 15.5% interest in the PRC JV. Based on PRC accounting standards, the audited net asset value of the PRC JV as at 31 December, 2001 is approximately HK$212,700,000. The purchase price of the PRC JV Option Interest in part in respect of the 15.5% interest in the PRC JV is HK$204,600,000, representing approximately 520% premium to the net asset value of the PRC JV, being the relevant proportionate amount of the full exercise price of the PRC JV Option of HK$673,200,000 as set out in the Agreement. The purchase price of the PRC JV Option Interest will be satisified by the issue of 1,023,000,000 shares of Haier-CCT at the agreed price of HK$0.20 each.
The issue price of HK$0.20 per share of Haier-CCT represents approximately 96.08% premium to the closing price of the shares of Haier-CCT of HK$0.102 as at 7 August, 2002, being the last trading day of the shares of Haier-CCT prior to its suspension on 8 August, 2002.
Completion of the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan shall take place on the next business day (or such later date as agreed by the parties) after all necessary resolutions have been passed by the independent shareholders of Haier-CCT at the SGM, and if necessary, the independent shareholders of CCT at the EGM, approving the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan and the terms of and transactions contemplated in the Acceleration Agreement. Completion of the sale and purchase of the 15.5% interest in the PRC JV will take place on the third business day following the date on which the Acceleration Agreement becomes unconditional or such later date as may be agreed by the parties to the Acceleration Agreement. Upon completion of the above transfers, Haier-CCT will have acquired indirectly through subsidiaries in aggregate a 64.5% interest in the PRC JV.
(3) Haier-CCT continues to hold the PRC JV Option in respect of the remaining 35.5% interest in the PRC JV and the PRC JV Option will be exercisable pursuant to the terms of the Acceleration Agreement in full or in part at any time during the period from the date of Completion to 31 July, 2004 at the price of HK$468,600,000 which will be satisfied by the issue to Haier Group Company or its nominee(s) 2,343,000,000 shares of Haier-CCT at the agreed price of HK$0.20 each. Upon completion of sale and purchase of such interest pursuant to the exercise of such option in full, Haier-CCT will own 100% of the PRC JV. The exercise of any portion of the PRC JV Option is conditional upon compliance with any applicable laws and any procedural or other requirements and the obtaining of necessary consent, approval or authorisation from regulators in Hong Kong and the PRC to enable the sale and purchase of interests in the PRC JV pursuant to such exercise of the option to be completed without adverse consequences to the good standing of Haier-CCT as a listed company in Hong Kong.
(4) CCT and Haier-CCT have jointly and severally given representations, warranties and undertakings in respect of the Group in favour of Haier Group Company.
Conditions: Completion of the CCT Technology Option is conditional upon all necessary resolutions being passed by the independent shareholders of Haier-CCT and CCT with respect to the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan pursuant to the terms and transactions contemplated in the Acceleration Agreement.
If the above condition has not been fulfilled on or before 30 November, 2002, or such other date as the parties to the Acceleration Agreement may agree, the provisions in the Acceleration Agreement in respect of the CCT Technology Option will lapse and cease to be of any effect.
Completion of the sale and purchase of the 15.5% interest in the PRC JV is conditional upon:
(a) completion of the sale and purchase of the CCT Technology Option Interest in full and the assignment of the Shareholder's Loan which shall take place on the next business day (or such later date as may be agreed by the parties) after all necessary resolutions have been passed by the independent shareholders of Haier-CCT and CCT at the SGM and EGM respectively with respect to the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan and the terms of and transactions contemplated in the Acceleration Agreement;
(b) all necessary resolutions being passed by the independent shareholders of Haier-CCT and CCT approving the terms of and transactions contemplated in the Acceleration Agreement and the implementation thereof;
(c) the approval by relevant authorities in the PRC for the transfer of the 15.5% interest in the PRC JV pursuant to the Acceleration Agreement;
(d) the warranties given by each of the parties to the Acceleration Agreement as set out in the Acceleration Agreement remaining true, accurate and not misleading; and
(e) all other necessary consents or approvals being granted by third parties (including governmental or official authorities in Hong Kong and the PRC) and no statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the 15.5% interest in the PRC JV pursuant to the Acceleration Agreement having been proposed, enacted or taken by any governmental or official authority.
If any of the above conditions has not been fulfilled on or before 30 November, 2002, or such other date as the parties to the Acceleration Agreement may agree, the provisions in the Acceleration Agreement in respect of the PRC JV Option will lapse and cease to be of any effect and the PRC JV Option under the Agreement is restored in which case Haier-CCT has the right to purchase the 51% interest in the PRC JV in part or in full for HK$673,200,000. However, the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan, if completed, shall remain valid.
Information about the PRC JV
The PRC JV is engaged in the research, development, manufacture and distribution of telecommunications equipment including mobile phones. The establishment of the PRC JV was approved by PRC regulatory authorities on 25 August, 2000 for a term of 20 years. The net loss before and after taxation and extraordinary items of the PRC JV was approximately RMB500,000 (equivalent to approximately HK$500,000) in respect of the financial year ended 31 December 2000 and the net profit before and after taxation and extraordinary items of the PRC JV was approximately RMB20,700,000 (equivalent to approximately HK$19,300,000) in respect of the financial year ended 31 December 2001. The net asset value of the PRC JV as at 31 December 2000 and 31 December 2001 was approximately RMB 98,800,000 (equivalent to approximately HK$92,400,000) and approximately RMB 227,600,000 (equivalent to approximately HK$212,700,000) respectively.
Changes in shareholding of Haier-CCT
The following table shows the changes in the approximate percentage of shareholding of Haier-CCT immediately upon the exercise of the PRC JV Option in part in respect of a 15.5% interest in the PRC JV and immediately upon the exercise in full of the PRC JV Option in respect of the balance of the 35.5% interest in the PRC JV:
Immediately upon the Immediately upon the
exercise of the PRC exercise in full of the PRC
JV Option in part to JV Option in respect of the
the extent of a 15.5% balance of the 35.5%
Existing interest in the PRC JV interest in the PRC JV
Haier Group Company 21.93% 29.94% 43.28%
(1,960,000,000 shares) (2,983,000,000 shares) (5,326,000,000 shares)
CCT 51.31% 46.04% 37.27%
(4,586,772,486 shares) (4,586,772,486 shares) (4,586,772,486 shares)
Directors of 1.53% 1.37% 1.11%
Haier-CCT (136,711,277 shares) (136,711,277 shares) (136,711,277 shares)
Public 25.23% 22.65% 18.34%
(2,255,807,237 shares) (2,255,807,237 shares) (2,255,807,237 shares)
—————————— —————————— ——————————
Total 100.00% 100.00% 100.00%
(8,939,291,000 shares) (9,962,291,000 shares) (12,305,291,000 shares)
Shareholding structure of Haier-CCT before the exercise of the CCT Technology Option in full and the exercise of the PRC JV Option
Shareholding structure of Haier-CCT before the exercise of the PRC JV Option (but after the exercise of the CCT Technology Option in full)
Shareholding structure of Haier-CCT immediately upon the exercise of the PRC JV Option in part to the extent of a 15.5% interest in the PRC JV
Shareholding structure of Haier-CCT immediately upon the exercise in full of the PRC JV Option in respect of the balance of the 35.5% interest in the PRC JV
Upon completion of the sale and purchase of the 15.5% interest in the PRC JV, Haier Group Company together with parties acting in concert with it will be interested in approximately 29.94% of the enlarged issued share capital of Haier-CCT.
The Stock Exchange will closely monitor all acquisitions or disposals of assets of Haier-CCT. The Stock Exchange has the discretion to require Haier-CCT to issue an announcement and/or a circular to its shareholders irrespective of the size of the proposed transactions. The Stock Exchange also has the power to aggregate a series of transactions and any such transaction may result in Haier-CCT being treated as if it was a new applicant for listing. All the transactions of Haier-CCT will be in accordance with the requirements of the Listing Rules.
Reason for the acceleration of the exercise of the CCT Technology Option in full and the PRC JV Option in part
CCT is principally engaged in the manufacture and sale of telecommunication products. Haier-CCT is currently engaged in the procurement of materials and distribution of mobile phones.
The acceleration of the exercise of the CCT Technology Option in full and the PRC JV Option in part, as to a 15.5% interest of the PRC JV, allows Haier-CCT to acquire the interests in the PRC JV earlier than as originally provided in the Agreement. The acquisition of CCT Technology and the 15.5% interest of the PRC JV by Haier-CCT from CCT and Haier Investments respectively allows Haier-CCT to become engaged in the manufacture of mobile phones and CCT will benefit from streamlining its group structure. The remaining 35.5% interest in the PRC JV will continue to be held by Haier Investments, a subsidiary of Haier Group Company.
To the extent permitted under applicable laws, the PRC JV Option provides flexibility to Haier-CCT if and when Haier-CCT wishes to increase its stake in the PRC JV.
The net asset value of CCT as at 31 December 2000 and 31 December 2001 were HK$2,936 million and HK$2,520 million respectively. The net asset value of Haier-CCT as at 31 December 2000 and 31 December 2001 were HK$237 million and HK$1,856 million respectively.
The net loss before and after taxation and extraordinary items of CCT for the year ended 31 December 2000 were HK$232 million and HK$245 million respectively and for the year ended 31 December 2001 were HK$666 million and HK$672 million respectively.
The net loss before and after taxation and extraordinary items of Haier-CCT for the year ended 31 December 2000 were HK$1,122 million and HK$1,123 million respectively and for the year ended 31 December 2001 were HK$4 million and HK$5 million respectively.
The profit before and after tax and extraordinary items of CCT Technology for the year ended 31 December 2000 was nil and for the year ended 31 December 2001 was 1,000 million.
The market capitalisation of Haier-CCT based on the closing price of its shares at HK$0.102 as at 7 August, 2002, being the last trading day of the shares of Haier-CCT prior to its suspension on 8 August, 2002, is HK$911.8 million.
Discloseable and connected transactions
Each of CCT and Haier Group Company is a substantial shareholder of Haier-CCT. Accordingly, the exercise of the CCT Technology Option and the assignment of the Shareholder's Loan constitute a discloseable and connected transaction of Haier-CCT under Chapter 14 of the Listing Rules and is subject to the approval of the independent shareholders of Haier-CCT at the SGM. The exercise of the PRC JV Option in respect of the 15.5% interest of the PRC JV also constitutes a discloseable and connected transaction for Haier-CCT under Chapter 14 of the Listing Rules and is subject to the approval of the independent shareholders of Haier-CCT at the SGM.
The Acceleration Agreement and the transactions contemplated therein constitute a connected transaction for CCT under Chapter 14 of the Listing Rules as it involves (a) a transaction between Haier-CCT (being a subsidiary of CCT) and Haier Group Company (being a substantial shareholder of Haier-CCT); and (b) a transaction between CCT and Haier-CCT and CCT and Haier-CCT have jointly and severally given representations, warranties and undertakings in respect of the Group in favour of Haier Group Company in the Acceleration Agreement. As such, the proposed transactions under the Acceleration Agreement shall be conditional upon the approval of the independent shareholders of CCT at the EGM and of the independent shareholders of Haier-CCT at the SGM. Upon completion of the sale and purchase of the 15.5% interest in the PRC JV, the interest of CCT will be diluted from 51.31% to 46.04% and Haier-CCT will cease to be a subsidiary of CCT. Such dilution will be a deemed disposal by CCT of its interest in Haier-CCT, and hence constitutes a discloseable transaction for CCT under the Listing Rules.
SGM and EGM
The SGM will be convened as soon as practicable at which resolutions to approve the Acceleration Agreement (including the giving of warranties by Haier-CCT in favour of Haier Group Company and Orient Rich) will be proposed. Haier Group Company, CCT and their respective associates will abstain from voting in respect of such resolutions at the SGM.
The EGM will be convened as soon as practicable at which a resolution to approve the Acceleration Agreement will be proposed. Haier Group Company and its associates do not have any shareholdings in CCT.
GENERAL
An independent board committee comprising the independent directors of Haier-CCT will be formed to advise the shareholders of Haier-CCT other than Haier Group Company and CCT and their respective associates on whether the connected transaction is fair and reasonable so far as the independent shareholders of Haier-CCT are concerned. An independent financial adviser will be appointed by Haier-CCT to advise the independent board committee in respect of the connected transaction. A circular containing, among other things, details of the Acceleration Agreement and the transactions contemplated therein, the advice of the independent financial adviser, the recommendation of the independent board committee and a notice convening the SGM will be despatched to the shareholders of Haier-CCT as soon as practicable. Haier-CCT and its controlling shareholder, CCT, will undertake to the Stock Exchange to take appropriate steps, including the placing of existing shares of Haier-CCT by the controlling shareholder and/or the placing of new shares by Haier-CCT, to ensure that sufficient public float as required under Rule 8.08 of the Listing Rules exists for the shares in Haier-CCT within one month after completion of the transfer of the 15.5% interest in the PRC JV.
An independent board committee comprising the independent directors of CCT will be formed to advise the independent shareholders of CCT on whether the giving of warranties and representations relating to the Group by CCT in favour of Haier Group Company is fair and reasonable so far as the independent shareholders of CCT are concerned. An independent financial adviser will be appointed by CCT to advise the independent board committee in respect of such transaction. A circular containing, among other things, details of the Acceleration Agreement and the transactions contemplated therein, the advice of the independent financial adviser, the recommendation of the independent board committee and a notice convening the EGM will be despatched to the shareholders of CCT as soon as practicable.
RESUMPTION OF TRADING
Trading in the shares in Haier-CCT on the Stock Exchange was suspended with effect from 9:30 a.m. on 8 August, 2002 at the request of Haier-CCT pending publication of this announcement. Application has been made by Haier-CCT for the resumption of trading of its shares on the Stock Exchange with effect from 9:30 a.m. on 16 August, 2002.
Definitions:
"Acceleration Agreement" the agreement entered into between CCT, Orient Rich, Haier-CCT and Haier Group Company on 8 August, 2002 in respect of (1) an acceleration of the exercise of the CCT Technology Option in full, the assignment of the Shareholder's Loan and the exercise of the PRC JV Option in part, as to a 15.5% interest in the PRC JV and (2) the PRC JV Option in respect of the remaining 35.5% interest in the PRC JV
"Agreement" the conditional agreement relating to the sale and purchase of shares in Foreland Agents Limited and Haier CCT (H.K.) Telecom Co., Limited dated 4 July, 2001 entered into between CCT and Orient Rich, a wholly owned subsidiary of Haier Group Company, as vendors, Haier-CCT (then known as CCT Multimedia Holdings Limited) as purchaser and Haier Group Company as warrantor and as amended by a supplemental agreement dated 11 July, 2001)
"Agreement Completion Date" 17 December, 2001, being the completion date of the Agreement
"CCT" CCT Telecom Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the main board operated by the Stock Exchange
"CCT Technology" CCT Technology Group Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of CCT Mobile Holdings Limited which in turn is wholly owned by CCT
"CCT Technology Option" the option to require CCT to procure the sale of the CCT Technology Option Interest to Haier-CCT (then known as CCT Multimedia Holdings Limited) or as it may direct at a cash price equal to the net asset value of CCT Technology at the time of the exercise of the option pursuant to the Agreement as amended by the Acceleration Agreement
"CCT Technology Option Interest" the 100% issued share capital in CCT Technology held by CCT Mobile Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of CCT
"Completion" the completion of (i) the sale and purchase of the CCT Technology Option Interest and the assignment of the Shareholder's Loan; (ii) the sale and purchase of a 15.5% interest in the PRC JV which forms part of the PRC JV Option Interest, pursuant to the accelerated exercise of the PRC JV Option under the Acceleration Agreement; or (iii) the sale and purchase of up to a 35.5% interest in the PRC JV pursuant to the exercise of the PRC JV Option;
"EGM" the extraordinary general meeting of CCT to be convened and held to consider the Acceleration Agreement (other than the exercise of the CCT Technology Option)
"Group" Haier-CCT and its subsidiaries
"Haier-CCT" Haier-CCT Holdings Limited (formerly known as CCT Multimedia Holdings Limited), a company incorporated in Bermuda with limited liability and a subsidiary of CCT, the shares of Haier-CCT Holdings Limited are listed on the main board operated by the Stock Exchange
"Haier Group Company" 海爾集團公司, Haier Group Company, a company incorporated in the People's Republic of China
"Haier Investments" 青島海爾投資發展有限公司, Qingdao Haier Investment Development Co., Limited, a company incorporated in the People's Republic of China with limited liability, a wholly owned subsidiary of Haier Group Company and owns 51% interest in the PRC JV
"PRC JV" 海爾 CCT（青島）通訊有限公司, Haier CCT (Qingdao) Telecom Co., Ltd., a Sino-foreign equity joint venture
"PRC JV Option" the option to require Haier Group Company to procure the sale of the PRC JV Option Interest to Haier-CCT (then known as CCT Multimedia Holdings Limited) or as it may direct for HK$673,200,000, exercisable in whole or in part, which will be satisfied by the issue to Haier Group Company or its nominee(s) the PRC JV Option Consideration Shares at HK$0.20 each
"PRC JV Option Interest" the 51% issued share capital in the PRC JV held by Haier Investments, a company incorporated in the People's Republic of China and a wholly owned subsidiary of Haier Group Company
"PRC JV Option Consideration Shares" the 3,366,000,000 new shares of Haier-CCT to be issued by Haier-CCT to Haier Group Company or its nominee(s) upon the exercise of the PRC JV Option in full (or any such shares upon exercise of the PRC JV Option in part)
"SGM" the special general meeting of Haier-CCT to be convened and held to consider the Acceleration Agreement and the transactions contemplated therein
"Shareholder's Loan" the aggregate indebtedness owed by CCT Technology to CCT Mobile Holdings Limited, a wholly-owned subsidiary of CCT, as an interest-free shareholder's loan, in the amount of HK$54,940,947
Unless otherwise specified in this announcement, the exchange rate of RMB1 to HK$0.9345 is used.
| By Order of the Board CCT TELECOM HOLDINGS LIMITED Mak Shiu Tong, Clement Chairman | By Order of the Board HAIER-CCT HOLDINGS LIMITED Tam Ngai Hung, Terry Director |
Hong Kong, 15 August, 2002
Please also refer to the published version of this announcement in the The Standard.