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G-Resources Group Limited M&A Activity 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 however arising from or in reliance upon the whole or any part of the contents of this announcement.
| Win Channel Investments Limited (Incorporated in the British Virgin Islands with limited liability) | Sheung Hai Developments Limited (Incorporated in the British Virgin Islands with limited liability) |
Credit Card DNA Security System (Holdings) Limited
信用卡防盜系統(控股)有限公司*
(formerly known as Star Bio-Tech (Holdings) Limited 星光生物科技(控股)有限公司*)
(incorporated in Bermuda with limited liability)
DESPATCH OF COMPOSITE OFFER DOCUMENT
JOINT ANNOUNCEMENT
Mandatory general offer jointly by
Kingston Securities Limited and Kim Eng Securities (Hong Kong) Limited
on behalf of
Win Channel Investments Limited
and
Sheung Hai Developments Limited
for all the issued shares of
Credit Card DNA Security System (Holdings) Limited
(formerly known as Star Bio-Tech (Holdings) Limited)
(other than those already held by
Win Channel Investments Limited, Sheung Hai Developments Limited
and parties acting in concert with any of them)
and
Change of Company name
Joint financial advisers to Win Channel Investments Limited and Sheung Hai
Developments Limited
The Composite Offer Document regarding the Offer has been despatched to Shareholders on 26th April, 2002.
The Board announces that with the approval of the Registrar of Companies in Bermuda, the Company has changed its name from Star Bio-Tech (Holdings) Limited to Credit Card DNA Security System (Holdings) Limited on 19th April, 2002. The Chinese name adopted by the Company for identification purpose is changed from星光生物科技(控股)有限公司 to信用卡防盜系統(控股)有限公司.
Trading of the Shares on the Stock Exchange under the new company name will take effect on 2nd May, 2002.
Reference is made to the joint announcement made by Win Channel and Sheung Hai and the Company dated 27th February, 2002 (the “Announcement”) regarding, inter alia, the Offer and the proposed change of name and the composite offer document (the “Composite Offer Document”) issued by the Company Win Channel and Sheung Hai dated 26th April, 2002 in relation to the Offer. Unless the context requires otherwise, capitalised terms herein shall have the same meanings as defined in the Announcement.
DESPATCH OF THE COMPOSITE OFFER DOCUMENT
The Composite Offer Document containing, inter alia, the terms and details of the Offer, the recommendations of the independent board committee of the Company and a letter of advice from Altus Capital Limited (“Altus”), the independent financial adviser to the Independent Board Committee, has been despatched to the Shareholders on 26th April, 2002.
The Offer opened on 26th April, 2002 and, unless otherwise revised, will close at 7:00 p.m. on 17th May, 2002.
The latest time and date for the acceptance of the Offer, unless otherwise revised, will be at 4:00 p.m. on 17th May, 2002.
Independent Shareholders are strongly advised to read the Composite Offer Document and the letter of advice from Altus contained therein before deciding whether or not to accept the Offer.
CHANGE OF COMPANY NAME
The Board is pleased to announce that the special resolution regarding the change of name of the Company from Star Bio-Tech (Holdings) Limited to Credit Card DNA Security System (Holdings) Limited was passed by the Shareholders at the special general meeting held on 19th April, 2002.
With the approval of the Registrar of Companies in Bermuda, the new name became effective on 19th April, 2002 (the “Effective Date”) and the Chinese name adopted by the Company for identification purpose is changed from 星光生物科技(控股)有限公司 to信用卡防盜系統(控股)有限公司on the Effective Date. The certificate of incorporation on change of name has been issued by the Registrar of Companies in Bermuda on the Effective Date and was received by the Company on 26th April, 2002. The Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong as soon as practicable.
All existing share certificates of the Company bearing the former name of the Company will continue to be evidence of entitlement to the shares of the Company and will be valid for trading and settlement purposes. Trading of the Shares on the Stock Exchange under the new name of Credit Card DNA Security System (Holdings) Limited will take effect on 2nd May, 2002.
If the Shareholders so wish, they may, deliver existing share certificates in respect of the Shares held by them to the Company's branch registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, to exchange at the expense of the Shareholders, for new share certificates bearing the new name of the Company from 30th April, 2002.
| By order of the sole director of Win Channel Investments Limited Chim Pui Chung sole director | By order of the sole director of Sheung Hai Developments Limited Wong Kam Fu sole director |
By order of the board of directors of
Credit Card DNA Security System (Holdings) Limited
Wong Kam FuChairman
Hong Kong, 26th April, 2002
* for identification purposes only
The sole director of Win Channel, Mr. Chim, accepts full responsibility for the accuracy of the information contained in this announcement, in so far as it relates to Win Channel, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement, in so far as it relates to Win Channel, have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.
The sole director of Sheung Hai, Mr. Wong, accepts full responsibility for the accuracy of the information contained in this announcement, in so far as it relates to Sheung Hai, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement, in so far as it relates to Sheung Hai, have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to Win Channel and Sheung Hai, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than those relating to Win Channel and Sheung Hai, have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.
Please also refer to the published version of this announcement in the Hong Kong iMail.