Da Sen Holdings Group Limited — M&A Activity 2000

Apr 7, 2000

Listed Company Information

ASIA TELE-NET<0679> - 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. Asia Tele-Net and Technology Corporation Limited (the `Company') (incorporated in Bermuda with limited liability) Stock code 679 Possible disposal of electroplating business Summary This announcement is made pursuant to paragraph 2 of the Listing Agreement between the Company and The Stock Exchange of Hong Kong Limited. The Company has received an oral offer for the purchase of the Company's electroplating business for cash. In response to the Company's request, the offeror has also sent to the Company evidence of adequacy of financial resources for the possible acquisition. The purchase price offered is HK$350 million. The offer, if it proceeds, will constitute a major transaction under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, because the value of the assets being realised represents more than 50% of the consolidated net assets of the Company as at 31 March 1999, being the date to which its last audited accounts were prepared. Because the proposed offeror is connected with a former director of the Company, the offer, if it materialises, will also be subject to approval of the independent shareholders of the Company. Apart from the offer, the Company's investment in HK Sky-e.com Limited announced by the Company on 20 December 1999 and completed on 28 January 2000, the invitation by the Telecommunications Authority of Hong Kong to a wholly owned subsidiary of the Company for the application of a fixed telecommunications licence announced by the Company on 28 December 1999 (the licence has since been granted on 1 April 2000), and the proposed listing of a subsidiary of the Company on the Taiwan Over-the-counter Securities Exchange as announced by the Company on 28 March 2000, there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement between the Company and The Stock Exchange of Hong Kong Limited, nor are the Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement which is or may be of a price-sensitive nature. The Company also announces that Mr. Geoffrey Forbes Paterson has resigned as Executive Director of the Company with effect from the 5 April 2000. Mr. Paterson will continue to be the Managing Director of Process Automation International Limited, a wholly-owned subsidiary of the Company, the main business of which are the design, manufacture and sale of electroplating machines, regardless of whether the offer proceeds. The Company and Mr Paterson consider that this will be beneficial to the Company because this will enable Mr. Paterson to devote more time in managing and developing the electroplating business of the Company. The offer is subject to various conditions, including a due diligence review of the electroplating business and may or may not proceed, and the eventual purchase price may or may not be HK$350 million. Further announcements will be made on any significant progress of the offer. In the meantime, investors should exercise caution when dealing in the shares of the Company. Offer for the acquisition of the Company's electroplating business An oral offer was received around 28 March 2000 from a former director of the Company for the purchase of the electroplating business of the Company for cash. The former director resigned from the Company within twelve months preceding the date of this announcement. In response to the Directors' request, the former director has sent to the Company evidence of adequacy of financial resources for the transaction on 3 April 2000. The amount of the purchase price offered is HK$350 million. The final purchase price may or may not exceed this amount. Although written terms of the offer have not yet been received, it has been indicated by the offeror and his financier that the purchase would be subject to conditions, including a due diligence review of the business to be acquired. The Directors expect that certain internal reorganisation of the structure of one or more subsidiaries may also be required so that businesses unrelated to the electroplating business will be retained by the Company. The offer, if it proceeds, will constitute a major transaction under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, because the value of the assets being realised represents more than 50% of the consolidated net assets of the Company as at 31 March 1999, being the date to which its last audited accounts were prepared. Because the proposed offeror is connected with a former director of the Company, the offer, if it materialises, will also be subject to approval of the independent shareholders of the Company. Changes of directorate The Company also announces that Mr. Geoffrey Forbes Paterson has resigned as Executive Director of the Company with effect from the 5 April 2000. Mr. Paterson will continue to be the Managing Director of Process Automation International Limited, a wholly-owned subsidiary of the Company, the main business of which are the design, manufacture and sale of electroplating machines, regardless of whether the offer proceeds. The Company and Mr Paterson both consider this to be beneficial to the Company as this will enable Mr. Paterson to devote more time in managing and developing the electroplating business of the Company. General Apart from the offer for the acquisition of the Company's electroplating business, the Company's investment in HK Sky-e.com Limited which was announced by the Company on 20 December 1999 and completed on 28 January 2000, the invitation by the Telecommunications Authority of Hong Kong for the application for the fixed telecommunication network licence announced by the Company on 28 December 1999 and the proposed listing of Intech Machines Company Limited referred to in the Company's announcement of 28 March 2000 and associated business development studies and plans for the exploitation of the fixed telecommunications network licence and the Company's investment in HK Sky-e.com Limited, there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement between the Company and The Stock Exchange of Hong Kong Limited, nor are the Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement which is or may be of a price-sensitive nature. The offer is subject to various conditions, including a due diligence review of the electroplating business and may or may not proceed, and the eventual purchase price may or may not be HK$350 million. In the meantime, shareholders of the Company and investors should exercise caution in dealing in the shares of the Company. By order of the board Asia Tele-Net And Technology Corporation Limited Kwok Yan Lam Chairman Hong Kong, 6 April 2000