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G-Resources Group Limited Share Issue/Capital Change 2000
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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.
| 中華發展控股有限公司 | |
| CHUNG HWA DEVELOPMENT HOLDINGS LIMITED | SHEUNG HAI DEVELOPMENTS LIMITED |
| (INCORPORATED IN BERMUDA WITH LIMITED LIABILITY) | (INCORPORATED IN BRITISH VIRGIN ISLANDS WITH LIMITED LIABILITY) |
JOINT ANNOUNCEMENT
EXECUTION OF THE SETTLEMENT AGREEMENT BY ALL CREDITORS,
DESPATCH OF THE CIRCULAR,
AND
FINANCIAL INFORMATION EXTRACTED FROM THE CIRCULAR
Further to the joint announcement of the Company and the Subscriber dated 10th May, 2000, the Board wishes to announce that the formal settlement agreement has been executed by all Creditors on 16th May, 2000.
The Board also wishes to announce that the circular of the Company in relation to the termination of the Heads of Agreement, the allotment of the Yamaichi Shares, the Capital Reduction and the Capital Consolidation, the Agreement, the placing of the Placing Shares and the Additional Placing Shares, the Settlement Agreement, the whitewash waiver application by the Subscriber, the change of Company's name and the general mandate to issue and repurchase shares will be despatched to the Shareholders on 18th May, 2000.
This announcement will also contain the financial information on the Company extracted from the Circular that has not been previously disclosed.
On completion of the Agreement, the Subscriber and its concert parties will hold more than 35 per cent. of the Enlarged Share Capital. Under the Code, upon completion of the Agreement, the Subscriber and parties acting in concert with it would be obligated to make a general offer to purchase all the shares of the Company other than those held by the Subscriber and parties acting in concert with it.
An application has been made by the Subscriber to the Executive for the whitewash waiver which may or may not be granted by the Executive. The whitewash waiver will be subject to approval by the Independent Shareholders by way of a poll in a special general meeting to be held by the Company.
The Executive indicated that it will grant the whitewash waiver, subject to the approval by the Independent Shareholders voting on a poll. If the whitewash waiver is not granted by the Executive, the Subscriber will not proceed with the Agreement.
The SGM will be held at 9:30 a.m. on 12th June, 2000 at 45th Floor, The Center, 99 Queen's Road Central, Hong Kong for the Independent Shareholders to approve the terms and conditions of the Settlement Agreement and the whitewash waiver by way of a poll. Shareholders are advised to read the Circular before attending the SGM.
The Settlement Agreement with the Creditors
The Board wishes to announce that the Settlement Agreement has been executed by the Company and all Creditors on 16th May, 2000. Pursuant to the Settlement Agreement, the Company will agree with all Creditors with collaterals to secure their indebtedness on the value of such collaterals and such Creditors should agree to continue the existing financial arrangements with the Company for the amount equivalent to the value of the collaterals as agreed by both parties for a period of not less than 12 months after the completion of the Settlement Agreement at the rate of interest equalling to 2 per cent. above the Hong Kong interbank offered rate for Hong Kong dollars quoted for each three-month period during the 12 months after the completion of the Settlement Agreement.
Pursuant also to the Settlement Agreement, 31st July, 1999 will be used as the cut-off date for the calculation of outstanding indebtedness. Any amount accrued after 31st July, 1999 will be waived by the Creditors. The total amount of secured indebtedness as at 31st July, 1999 was approximately HK$102 million. The Company and the Creditors have agreed that the aggregate value of all the collaterals for such secured indebtedness was approximately HK$41 million. Therefore, the unsecured portion of the secured indebtedness is approximately HK$61 million. As at 31st July, 1999, the total unsecured indebtedness of the Company was approximately HK$86 million. As at the date of this announcement, none of the operating assets of the Company was pledged to any Creditor.
The indebtedness of the Company is summarized as below:
| HK$ million | |
| Secured indebtedness as at 31st July, 1999 | 102 |
| Agreed value of all the collaterals | 41 |
| Unsecured portion of the secured indebtedness as at 31st July, 1999 | 61 |
| Unsecured indebtedness as at 31st July, 1999 | 86 |
| Aggregate of unsecured portion of the secured indebtedness and unsecured indebtedness | 147 |
Pursuant to the Settlement Agreement, the unsecured portion of the secured indebtedness as at 31st July, 1999 and the unsecured indebtedness as at 31st July, 1999 which aggregated to approximately HK$147 million will be settled by:
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approximately HK$8.8 million cash, coming from part of the proceeds from the subscription of the Subscription Shares, to be distributed to the Creditors on a pro rata basis, which represents 6.0 per cent. of the total unsecured indebtedness and the unsecured portion of the secured indebtedness of the Company; and
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the issue of approximately 1,467 million New Shares at HK$0.01 each, the aggregate value of which represents 10 per cent. of the aggregate of the total unsecured indebtedness and the unsecured portion of the secured indebtedness of the Company, which is approximately HK$14.7 million.
The Settlement Shares represent (i) approximately 96.9 per cent. of the Existing Share Capital as adjusted for the Capital Reduction and the Capital Consolidation; and (ii) approximately 11.3 per cent. of the Enlarged Share Capital.
Mr. Kwok Ying Chuen, Martin and Mr. Cheung Yu Shum, Jenkin, both being Directors, are unsecured Creditors of the Company with outstanding amounts due from the Company of HK$2,628,663 and HK$2,175,392 respectively. Upon completion of the Settlement Agreement, 26,286,630 and 21,753,920 New Shares will be issued to Mr. Kwok Ying Chuen, Martin and Mr. Cheung Yu Shum, Jenkin respectively, representing approximately 1.74 per cent. and 1.44 per cent. of the Existing Share Capital as adjusted for the Capital Reduction and the Capital Consolidation respectively. The New Shares to be issued to Mr. Kwok Ying Chuen, Martin and Mr. Cheung Yu Shum, Jenkin also represent approximately 0.20 per cent. and 0.17 per cent. of the Enlarged Share Capital respectively.
Mr. Kwok Ying Chuen, Martin, hiswith the New Shares to be allotted to him pursuant to the Settlement Agreement and his original interest in the Company through Shimada Limited, will be beneficially interested in 183,915,122 New Shares, representing approximately 12.15 per cent. of the Existing Share Capital as adjusted for the Capital Reduction and the Capital Consolidation and approximately 1.42 per cent. of the Enlarged Share Capital respectively.
Pursuant to the Settlement Agreement, none of the Settlement Shares should be disposed of during the six-month period from the completion of the Settlement Agreement. The Settlement Agreement will be subject to, inter alias, the Creditors waiving the remaining balance of approximately HK$123 million of the indebtedness due from the Company.
Shareholdings
As at the date of this announcement, the total number of existing shares in issue was 3,027,034,846. After the Capital Reduction and the Capital Consolidation, the total number of issued shares will become 1,513,517,423. The following tables demonstrate the changes in shareholdings upon the issue of the Settlement Shares, the Subscription Shares, the Placing Shares and the Additional Placing Shares (assuming full subscription of the Placing Shares and the Additional Placing Shares) and the Option Shares (assuming full exercise of the Option by the Subscriber).
A. Shareholding structure as at the date of this announcement
| Shareholders | Percentage Holdings | Number of Shares Held |
| Shimada Limited and Mr. Kwok Ying Chuen, Martin | 10.41 | 315,256,984 |
| Brightline Futures | 8.29 | 250,822,000 |
| Yamaichi | 16.67 | 504,505,807 |
| Public | 64.63 | 1,956,450,055 |
| Total | 100.00 | 3,027,034,846 |
B. Shareholding structure as adjusted by the Capital Reduction, the Capital Consolidation and the issue of the Settlement Shares
| Shareholders | Percentage Holdings | Number of Shares Held |
| Shimada Limited and Mr. Kwok Ying Chuen, Martin | 6.17 | 183,915,122 |
| Brightline Futures | 4.21 | 125,411,000 |
| Yamaichi | 8.47 | 252,252,904 |
| Mr. Cheung Yu Shum, Jenkin (Note 1) | 0.73 | 21,753,920 |
| Other Creditors (Note 2) | 47.60 | 1,418,609,766 |
| Public | 32.82 | 978,225,027 |
| Total | 100.00 | 2,980,167,739 |
Notes:
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Mr. Cheung Yu Shum, Jenkin, a Director, did not hold any Shares as at the date of this announcement. However, since he is a Creditor, he will be allotted 21,753,920 New Shares pursuant to the Settlement Agreement.
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Upon completion of the Settlement Agreement, no individual Creditor including Mr. Kwok Ying Chuen, Martin and Mr. Cheung Yu Shum, Jenkin, together with their associates and parties acting in concert with any of them, will hold 35 per cent. or more of the total number of shares then in issue. Moreover, the issue of the Settlement Shares will complete simultaneously with the subscription of the Subscription Shares by the Subscriber. None of the Creditors will become a substantial shareholder of the Company after the Completion and none of them will be required to make a general offer for the shares of the Company under the Code.
C. Shareholding structure as adjusted by the Capital Reduction, the Capital Consolidation, the issue of the Settlement Shares, the subscription of the Subscription Shares by the Subscriber but before the issue of the Placing Shares and the Additional Placing Shares and the exercise of the Option to subscribe for the Option Shares
| Shareholders | Percentage Holdings | Number of Shares Held |
| Shimada Limited and Mr. Kwok Ying Chuen, Martin | 2.17 | 183,915,122 |
| Brightline Futures | 1.48 | 125,411,000 |
| Yamaichi | 2.97 | 252,252,904 |
| Mr. Cheung Yu Shum, Jenkin | 0.26 | 21,753,920 |
| Other Creditors | 16.73 | 1,418,609,766 |
| Subscriber (Note) | 64.86 | 5,500,000,000 |
| Public | 11.53 | 978,225,027 |
| Total | 100.00 | 8,480,167,739 |
Note: Please refer to the section "The Whitewash Waiver" hereunder.
D. Shareholding structure as adjusted by the Capital Reduction, the Capital Consolidation, the issue of the Settlement Shares, the subscription of the Subscription Shares by the Subscriber and the issue of the Placing Shares and the Additional Placing Shares, assuming the Placing Shares and the Additional Placing Shares are fully subscribed, but before the exercise of the Option by the Subscriber to subscribe for the Option Shares
| Percentage | Number of | |
| Shareholders | Holdings | Shares Held |
| Shimada Limited and Mr. Kwok Ying Chuen, Martin | 1.42 | 183,915,122 |
| Brightline Futures | 0.97 | 125,411,000 |
| Yamaichi | 1.94 | 252,252,904 |
| Mr. Cheung Yu Shum, Jenkin | 0.17 | 21,753,920 |
| Other Creditors | 10.93 | 1,418,609,766 |
| Subscriber | 42.37 | 5,500,000,000 |
| Placees (Note) | 34.67 | 4,500,000,000 |
| Public | 7.53 | 978,225,027 |
| Total | 100.00 | 12,980,167,739 |
Note: As at the date of this announcement, the placing of the Placing Shares and the Additional Placing Shares has not commenced yet but it will take place upon the Completion. The Directors undertook to take appropriate steps to ensure sufficient public float exists for the Shares of the Company.
E. Shareholding Structure as adjusted by the Capital Reduction, the Capital Consolidation and the issue of the Settlement Shares, the subscription of the Subscription Shares by the Subscriber and the issue of the Placing Shares and the Additional Placing Shares, assuming the Placing Shares and the Additional Placing Shares are fully subscribed, and full exercise of the Option by the Subscriber to subscribe the Option Shares (Assuming the Placing Shares and the Additional Placing Shares are fully subscribed, the number of the Option Shares will be 2,596,033,547.)
| Shareholders | Percentage Holdings | Number of Shares Held |
| Shimada Limited and Mr. Kwok Ying Chuen, Martin | 1.18 | 183,915,122 |
| Brightline Futures | 0.81 | 125,411,000 |
| Yamaichi | 1.62 | 252,252,904 |
| Mr. Cheung Yu Shum, Jenkin | 0.14 | 21,753,920 |
| Other Creditors | 9.11 | 1,418,609,766 |
| Subscriber | 51.98 | 8,096,033,547 |
| Placees | 28.89 | 4,500,000,000 |
| Public | 6.28 | 978,225,027 |
| Total | 100.00 | 15,576,201,286 |
The Whitewash Waiver
On completion of the Agreement, the Subscriber and its concert parties will hold more than 35 per cent. of the Enlarged Share Capital. Under the Code, upon completion of the Agreement, the Subscriber and parties acting in concert with it would be obligated to make a general offer to purchase all the shares of the Company other than those held by the Subscriber and parties acting in concert with it.
An application has been made by the Subscriber to the Executive for the whitewash waiver which may or may not be granted by the Executive. The whitewash waiver will be subject to approval by the Independent Shareholders by way of a poll in a special general meeting to be held by the Company.
The Executive indicated that it will grant the whitewash waiver, subject to the approval by the Independent Shareholders voting on a poll. If the whitewash waiver is not granted by the Executive, the Subscriber will not proceed with the Agreement.
Upon completion of the Agreement, the Subscriber and parties acting in concert with it will be interested in 5,500,000,000 New Shares. If no Placing Shares and Additional Placing Shares are subscribed, the total number of issued shares will be 8,480,167,739 and the aggregate interest of the Subscriber and its concert parties will be approximately 64.86 per cent.. If the Placing Shares are fully subscribed and no Additional Placing Shares are subscribed, the total number of issued shares will be 10,980,167,739 and the aggregate interest of the Subscriber and its concert parties will be approximately 50.09 per cent.. If no Placing Shares are subscribed and the Additional Placing Shares are fully subscribed, the total number of issued shares will be 10,480,167,739 and the aggregate interest of the Subscriber and its concert parties will be approximately 52.48 per cent.. If both the Placing Shares and the Additional Placing Shares are fully subscribed, the total number of issued shares will be 12,980,167,739 and the aggregate interest of the Subscriber and its concert parties will be approximately 42.37 per cent..
If the aggregate number of Placing Shares and Additional Placing Shares being subscribed are less than 1,519,832,261, the shareholding of the Subscriber and its concert parties upon completion of the Agreement and the Settlement Agreement will be over 55 per cent. and hence the creeper rule of the Code will not apply and no general offer obligation will be triggered upon further subscription of New Shares by the Subscriber and its concert parties. If the aggregate number of Placing Shares and Additional Placing Shares being subscribed are more than 1,519,832,261, the shareholding of the Subscriber and its concert parties upon completion of the Agreement and the Settlement Agreement will be less than 55 per cent. and hence the creeper rule of the Code will apply and general offer obligation will be triggered if the Subscriber and its concert parties acquire any New Shares to increase its shareholding by 5 per cent. or more after the completion of the Agreement and the Settlement Agreement.
According to the Code, the Subscriber and its concert parties will be precluded from acquiring additional voting rights in the Company for the 12-month period immediately following the Completion, unless such further acquisition is authorized by way of a separate vote of the Independent Shareholders. If such authorization is not obtained, the Subscriber and its concert parties shall be deemed to have a lowest percentage holding equal to the greater of (i) 35 per cent. and (ii) the percentage holding that is five per cent. less than the percentage holding of the Subscriber and its concert parties immediately following the Completion. In order for the Subscriber to exercise the Option, which represents 20 per cent. of the Enlarged Share Capital, in full, a separate resolution will be proposed at the special general meeting of the Company for the Independent Shareholders to approve the subscription of the Option Shares which is a condition precedent to the Agreement.
Despatch of the Circular
The Board also wishes to announce that the circular of the Company in relation to the termination of the Heads of Agreement, the allotment of the Yamaichi Shares, the Capital Reduction and the Capital Consolidation, the Agreement, the placing of the Placing Shares and the Additional Placing Shares, the Settlement Agreement, the whitewash waiver application by the Subscriber, the change of Company's name and the general mandate to issue and repurchase shares will be despatched to the Shareholders on 18th May, 2000.
Financial Information Extracted from the Circular
Pro Forma Adjusted Unaudited Consolidated Net Asset Value
| HK$ million | |
| Audited consolidated net deficit of the Group as at 31st March, 1999 | (176) |
| Unaudited consolidated loss of the Group for the six months ended 30th September, 1999 | (26) |
| Adjustment to the six months interim result on the provision on the put option given to Yamaichi under the JV Agreement that has been reflected in the audited result for the year ended 31st March, 1999 | 13 |
| Pro forma adjusted unaudited consolidated net deficit of the Group prior to allotment of the Yamaichi Share | (189) |
| Allotment of 504,505,807 Yamaichi Share | 50 |
| Pro forma adjusted unaudited consolidated net deficit of the Group prior to Completion | (139) |
| Write back of interest on bank loans | 3 |
| Reduction of bank loans by way of waiver | 123 |
| Issue of New Shares to Creditors as part settlement of the indebtedness | 15 |
| Subscription of the Subscription Shares by the Subscriber | 55 |
| Pro forma adjusted unaudited consolidated net asset value of the Group upon Completion | 57 |
| Issue of Placing Shares and Additional Placing Shares | 45 |
| Pro forma adjusted unaudited consolidated net asset value of the Group upon issue of Placing Shares and Additional Placing Shares | 102 |
| Issue of the Option Shares | 26 |
| Pro forma adjusted unaudited consolidated net asset value of the Group upon issue of Placing Shares, Additional Placing Shares and Option Shares | 128 |
| Pro forma adjusted unaudited consolidated net deficit per Share prior to allotment of Yamaichi Shares (Note 1) | (0.07) |
| Pro forma adjusted unaudited consolidated net asset value per Share after allotment of Yamaichi Shares (Note 2) | (0.05) |
| Pro forma adjusted unaudited consolidated net asset value per New Share upon Completion, issue of Placing Shares, Additional Placing Shares and Option Shares (Note 3) | 0.01 |
Notes:
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Based on 2,522,529,039 Shares in issue prior to the allotment of the Yamaichi Shares.
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Based on 3,027,034,846 Shares as at the date of this announcement.
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Based on 15,576,201,286 New Shares in issue assuming full subscription of Placing Shares, Additional Placing Shares and full exercise of the Option.
General
The SGM will be held at 9:30 a.m. on 12th June, 2000 at 45th Floor, The Center, 99 Queen's Road Central, Hong Kong for the Independent Shareholders to approve the terms and conditions of the Settlement Agreement and the whitewash waiver by way of a poll. Shareholders are advised to read the Circular before attending the SGM.
Definitions
| "Additional Placing Shares" | 2,000,000,000 New Shares to be placed by Kingston on a best effort basis |
| "Agreement" | the conditional subscription agreement dated 22nd January, 2000 between the Company and the Subscriber |
| "Board" | the board of Directors |
| "Brightline Futures" | Brightline Futures Company Limited, a company incorporated in Hong Kong with limited liability and a substantial shareholder of the Company holding 250,822,000 Shares which is owned as to 60 per cent. by Mr. Wang Jie Liang on behalf of the beneficial owner, Wuhan Xinzhou Foreign Economic Trade Corporation, a state-owned enterprise established in the PRC and 40per cent. by Truly Fortune Investment Limited, the beneficial owners of which is Ms. Li Wai Nga (a sister of Mr. Li Chi Yung, a director of the Company and China Prospect and a former shareholder of China Prospect), Mr. Chun Shue and Mr. Cao Hong Xiang (both directors of China Prospect) |
| "BVI" | British Virgin Islands |
| "Capital Consolidation" | the consolidation of the issued Shares (after the completion of the Capital Reduction) from 2 shares of HK$0.005 each into one share of HK$0.01 each |
| "Capital Reduction" | the reduction of the paid up share capital of the Company by the reduction of the par value of the existing issued Shares from HK$0.10 to HK$0.005 per share |
| "Code" | the Hong Kong Code on Takeovers and Mergers |
| "Company" | Chung Hwa Development Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange |
| "Completion" | completion of the allotment and issue of the Subscription Shares under the Agreement |
| "Completion Date" | a date falling within two Business Days after the date on which the conditions precedent for the Agreement are fulfilled, or such other date as the Company and the Subscriber may agree prior to Completion |
| "Creditors" | all the 8 secured creditors including ABSA Asia Limited, Bank of East Asia, Fortis Bank, Japan Leasing (HK) Limited, Po Sang Bank, Rabobank, Sumitomo Bank and Wing Hang Bank and 12 unsecured creditors of the Group including China State Bank, The Hongkong and Shanghai Banking Corporation Limited, Hong Kong Chinese Bank, Leading Edge Packaging Limited, CYPAC Investment Management Limited, Mr. Kwok Ying Chuen, Martin, Mr. Cheung Yu Shum, Jenkin, Core Pacific Securities International Limited, Balmain Consultants Limited, Morrison & Foerster LLP, Travel Plus Limited and Mr. Lee Hoong Seun, all independent from, not connected with and not acting in concert with the substantial shareholders, chief executive and directors of the Company and the Subscriber and any of their subsidiaries and any of their respective associates save for Mr. Kwok Ying Chuen, Martin and Mr. Cheung Yu Shum, Jenkin being Directors and Mr. Kwok Ying Chuen, Martin being a substantial shareholder of the Company via his interest in Shimada Limited |
| "Directors" | Directors of the Company |
| "Enlarged Share Capital" | the Existing Share Capital as adjusted for the Capital Reduction and the Capital Consolidation and as enlarged by the Settlement Shares, the Subscription Shares, the Placing Shares, the Additional Placing Shares, assuming full subscription |
| "Existing Share Capital" | the issued share capital of the Company as at the date of this announcement |
| "Group" | the Company and its subsidiaries |
| "Heads of Agreement" | the heads of agreement and a supplemental agreement with True Gold Industries Limited dated 18th December, 1999 and 6th January, 2000 respectively in relation to a proposed financial restructuring of the Group |
| "Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
| "Independent Shareholders" | all Shareholders except Mr. Wong Kam Fu, Nelson, Shimada Limited, Brightline Futures and Mr. Kwok Ying Chuen, Martin and their respective associates and family members and any companies controlled by them or their respective associates and parties acting in concert with any of them |
| "JV Agreement" | the joint venture agreement related to Chung Hwa Food dated 23rd May, 1996 between the Company and Yamaichi |
| "Kingston" | Kingston Securities Limited, a dealer registered under the Securities Ordinance and the placing manager for the Additional Placing Shares |
| "Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
| "New Shares" | new shares of HK$0.01 each in the capital of the Company after the completion of the Capital Reduction and the Capital Consolidation |
| "Option" | an option granted by the Company to the Subscriber for the subscription of all or part of the Option Shares during the Option Period |
| "Option Shares" | 20 per cent. of the issued share capital of the Company as at the close of business on the Completion Date as enlarged by the Settlement Shares, the Subscription Shares, the Placing Shares and the Additional Placing Shares |
| "Placing" | the placing of the Placing Shares to be conducted by the Company at a price of HK$0.01 per share following the Completion |
| "Placing Shares" | 2,500,000,000 New Shares to be placed by Yu Ming on a best effort basis under the Placing |
| "PRC" | the People's Republic of China |
| "Settlement Agreement" | the settlement agreement entered into between the Company and all the Creditors on 16th May, 2000 |
| "Settlement Shares" | the New Shares to be issued to the Creditors pursuant to the Settlement Agreement |
| "SFC" | the Securities and Futures Commission |
| "SGM" | the special general meeting of the Company to be held at 9:30 a.m. on 12th June, 2000 |
| "Shares" | shares of HK$0.10 each in the capital of the Company |
| "Shareholders" | holders of Shares |
| "Shimada Limited" | Shimada Limited, a company incorporated in BVI with limited liability and beneficially wholly owned by Mr. Kwok Ying Chuen, Martin which currently holds 315,256,984 Shares, representing approximately 10.41 per cent. of the Existing Share Capital |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited |
| "Subscriber" | Sheung Hai Developments Limited, a company incorporated in BVI with limited liability and beneficially wholly owned by Mr. Wong Kam Fu, Nelson who is the sole director of the Subscriber |
| "Subscription Shares" | 5,500,000,000 new shares of HK$0.01 each in the capital of the Company following completion of the Capital Reduction and the Capital Consolidation to be allotted and issued by the Company to the Subscriber |
| "Yamaichi" | Yamaichi Uni Ven No.6 Investment Partnership, Yamaichi Uni Ven No. 6-S Investment Partnership, Yamaichi Uni Ven No. 7 Investment Partnership, Yamaichi Uni Ven No. 8 Investment Partnership, Asian Venture Fund Ltd., Yamaichi Asia Investment Partnership and Yamaichi Finance Co. Ltd., all independent from, not connected with and not acting in concert with the substantial shareholders, chief executive and directors of the Company and any of its subsidiaries and any of their respective associates and the Subscriber and parties acting in concert with any of them |
| "Yamaichi Shares" | the 504,505,807 Shares issued to Yamaichi on 28th March, 2000 in full discharge of all the obligations of the Group under the JV Agreement |
| "Yu Ming" | Yu Ming Investment Management Limited, a dealer and an investment adviser registered under the Securities Ordinance and the financial advisor to the Subscriber and the Company in respect of compliance with the Listing Rules and the Code and the placing manager to place the Placing Shares on a best effort basis to independent investors |
| "HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
| By Order of the Board | By Order of the Board |
| CHUNG HWA DEVELOPMENT HOLDINGS LIMITED | SHEUNG HAI DEVELOPMENTS LIMITED |
| Cheung Yu Shum, Jenkin | Wong Kam Fu, Nelson |
| Deputy Chairman and Managing Director | Director |
Hong Kong, 17th May, 2000
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than those relating to the Subscriber, and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement 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 the Subscriber accepts full responsibility for the accuracy of the information contained in this announcement, other than those relating to the Company, and confirms, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement 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.