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Glory Sun Land Group Limited — M&A Activity 2012
Apr 5, 2012
49106_rns_2012-04-05_7c2ab432-7a1e-459c-9a14-8f33c1bf7f83.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.
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SinoCom Software Group Limited
中訊軟件集團股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 299)
ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE
This announcement is made pursuant to Rule 3.7 of The Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ’’).
Reference is made to the announcement dated 8 March 2012 (“ Announcement ”) issued by SinoCom Software Group Limited (the “ Company ’’) in relation to the Disposal, which, if it were to proceed, may lead to a change in control of the Company and a mandatory general offer under the Takeovers Code for all the issued shares of the Company (other than those already owned by or agreed to be acquired by the Potential Investor and parties acting in concert with it), and such offer, if made, is likely to be solely in cash. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
The Company wishes to update the Shareholders that, as informed by China Way, discussions with respect to the terms of the Disposal between China Way and the Potential Investor are ongoing but no formal or legally binding agreement has been entered into between China Way and the Potential Investor as at the date of this announcement.
Shareholders and public investors are reminded that there is no assurance that the Disposal will proceed or be consummated and the discussions may or may not lead to a general offer. Shareholders and the public investors are urged to exercise extreme caution when dealing in the Shares.
This announcement is issued pursuant to Rule 3.7 of the Takeovers Code. Shareholders will be informed of any further development with regard to the Disposal as and when necessary and on a
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monthly basis pursuant to Rule 3.7 of the Takeovers Code until an announcement of a firm intention to make an offer or of a decision not to proceed with an offer is made in compliance with the Takeovers Code.
The Company will comply with the relevant requirements under the Listing Rules and the Takeovers Code should there be any development on the discussions as and when required.
By order of the Board SINOCOM SOFTWARE GROUP LIMITED
Siu Kwok Leung
Executive Director and Company Secretary
Hong Kong, 5 April 2012
As at the date of this announcement, the executive Directors are Mr. Wang Zhiqiang, Mr. Wang Xubing, Dr. Shi Chongming, Mr. Siu Kwok Leung; the non-executive Directors are Mr. Wang Nengguang and Mr. Pang Chor Fu; and the independent non-executive Directors are Professor Liang Neng and Mr. Lee Kit Wah.
The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, 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.
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