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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2009
51310_rns_2009-08-12_4a439157-a424-4b77-9993-ab1c2f7394a5.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Intelli-Media Group (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
智庫媒體集團（控股）有限公司
Intelli-Media Group (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
MAJOR TRANSACTION -
DISPOSAL OF INTERESTS IN
PANORAMA ENTERTAINMENT GROUP LIMITED
AND
PROPOSED CHANGE OF COMPANY NAME
A letter from the Board is set out on pages 3 to 9 of this circular. A notice convening the EGM to be held at Suites 1412-13, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on 4 September 2009 at 11:00 a.m. is set out on pages 21 to 22 of this circular.
A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the EGM. Completion and return of a form of proxy will not preclude you from attending and voting at the EGM in person or any adjournment thereof should you so wish.
This circular will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for at least seven days from the date of its posting.
13 August 2009
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
— i —
CONTENTS
Page
DEFINITIONS ... 1-2
LETTER FROM THE BOARD ... 3-9
APPENDIX I — FINANCIAL INFORMATION ON THE GROUP ... 10-12
APPENDIX II — GENERAL INFORMATION ... 13-20
NOTICE OF EGM ... 21-22
— ii —
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context otherwise requires:
"Announcement"
the announcement of the Company dated 24 July 2009 in respect of, among other matters, the Disposal
"Associate(s)"
has the meaning ascribed to it in the GEM Listing Rules
"Board"
the board of Directors of the Company
"Company"
Intelli-Media Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM
"Completion"
the completion of the Disposal
"Connected person(s)"
has the meaning ascribed to it in the GEM Listing Rules
"Consideration"
the consideration of HK$100 payable by the Purchaser to the Company for the Disposal pursuant to the terms of the Sale and Purchase Agreement
"Director(s)"
director(s) of the Company
"Disposal"
the disposal of the Sale Shares and the assignment of the rights to and interests in the Indebtedness pursuant to the Sale and Purchase Agreement
"EGM"
an extraordinary general meeting to be held to consider and, if thought fit, to approve the Sale and Purchase Agreement, the transactions contemplated thereunder and the proposed change of Company name
"GEM"
the Growth Enterprise Market operated by the Stock Exchange
"GEM Listing Rules"
Rules Governing the Listing of Securities on GEM
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
Hong Kong Special Administrative Region of the PRC
"Indebtedness"
the aggregate amount outstanding from Panorama to the Vendor as at the date of completion of the Disposal
"Independent Third Party(ies)"
third party(ies) independent of the Company and connected persons of the Company and are not connected persons of the Company
— 1 —
DEFINITIONS
| “Latest Practicable Date” | 7 August 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information included in this circular |
|---|---|
| “Panorama” | Panorama Entertainment Group Limited, a company incorporated in the British Virgin Islands with limited liability |
| “Panorama Group” | Panorama and its subsidiaries |
| “PRC” | the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan |
| “Sale and Purchase Agreement” | the sale and purchase agreement dated 21 July 2009 entered into between the Purchaser and the Company in respect of the Disposal |
| “Sale Shares” | 200 ordinary shares of US$1.00 each in the issued share capital of Panorama |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the issued share capital of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “US$” | United States dollars |
| “%” | per cent. |
— 2 —
LETTER FROM THE BOARD
智庫媒體集團（控股）有限公司
Intelli - Media Group (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
Executive Directors:
Mr. Wong Chung Yu Denny (Chairman)
Mr. Kwong Wai Ho, Richard
Non-executive Director:
Mr. Yin Mark Teh-min
Independent non-executive Directors:
Mr. Lai Kai Jin, Michael
Mr. Chan Siu Wing, Raymond
Ms. Chu Hung Lin, Victor
Registered office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies
Head office and principal place of business in Hong Kong:
Suites 1412-13, Tower One
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
13 August 2009
To the Shareholders
Dear Sirs,
MAJOR TRANSACTION - DISPOSAL OF INTERESTS IN
PANORAMA ENTERTAINMENT GROUP LIMITED
AND
PROPOSED CHANGE OF COMPANY NAME
INTRODUCTION
Reference is made to the Announcement whereby the Company announced that on 21 July 2009, the Company and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Company agreed to sell, and the Purchaser agreed to acquire (i) the Sale Shares, representing the entire issued share capital of Panorama; and (ii) the Indebtedness, for a total Consideration of HK$100.
The Board announced on 12 August 2009 that it proposed to change the name of the Company to "Pan Asia Mining Limited" and to adopt "寰亞礦業有限公司", for the purposes of identification only, as the new Chinese name of the Company, subject to the conditions set out below being fulfilled.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with details of the Disposal, the proposed change of name of the Company and the notice of EGM.
THE SALE AND PURCHASE AGREEMENT
Date:
21 July 2009
Parties:
(1) Purchaser: Well Charm International Development Limited
(2) Vendor: the Company
To the best of the Directors' knowledge, information and belief having made all reasonable enquires, the Purchaser and its ultimate beneficial owners are Independent Third Parties and are also independent of Mr. Chen Wei Dong, the counterparty to the disposal of the Company's interests in the Datewell Group and CPE Program Distributions Limited as announced by the Company on 24 June 2009.
Interests to be disposed of:
The Sale Shares, comprise 200 ordinary shares of US$1.00 each fully paid up, representing the entire issued share capital of Panorama.
The Indebtedness comprises all the amounts outstanding from the Panorama Group to the Vendor.
According to the audited financial statements of the Company, as at 31 March 2009, the Panorama Group had net liabilities of approximately HK$42,313,000.
Consideration:
The consideration paid by the Purchaser to the Vendor for the Disposal is a nominal sum of HK$100.
The Consideration was agreed between the Company and the Purchaser after arm's length negotiations based on the net liabilities of the Panorama Group. The Directors (including independent non-executive Directors) consider the Consideration to be fair and reasonable.
The HK$100 received by the Company will be used for its general working capital.
— 4 —
LETTER FROM THE BOARD
Conditions and completion:
The sale and purchase of the Sale Shares and the Indebtedness is conditional on the satisfaction of the following matters:
(a) if required under the GEM Listing Rules, the Shareholders approving the entering into and performance by the Vendor of the terms of the Sale and Purchase Agreement; and
(b) the Purchaser receiving a set of consolidated management accounts prepared in accordance with Hong Kong Generally Accepted Accounting Practice in relation to the Panorama Group made up to 31 August 2009 and in the format as set out in the Sale and Purchase Agreement.
As at the Latest Practicable Date, none of the above conditions has been fulfilled. If the conditions are not fulfilled by 30 September 2009 or such later date as may be agreed in writing by the parties, the Purchaser will not be obliged to complete the sale and purchase of the Shares under the Sale and Purchase Agreement and neither of the parties will have any further rights or obligations under the Sale and Purchase Agreement.
Completion will take place on the business day immediately following the date on which the last of the conditions set out above has been fulfilled (or such other date as the parties may agree in writing).
INFORMATION ON THE PURCHASER AND PANORAMA GROUP
The principal business activity of the Purchaser is investment holding.
Panorama is an investment holding company. The Panorama Group is principally engaged in the business of acquiring film rights, producing Chinese films and theatrical releases, distributing home video entertainment - in both video compact disc ("VCD") and digital video disc ("DVD") formats - across popular genres to East Asian and Southeast Asian markets, and sub-licensing of distribution rights.
According to the audited accounts of the Company, which have been prepared in accordance with the Hong Kong Financial Reporting Standards, for the financial year ended 31 March 2008, the audited net loss before and after tax and extraordinary item of Panorama Group was approximately HK$23,877,000 and the audited net profit before and after tax and extraordinary item for the financial year ended 31 March 2009 was approximately HK$867,000.
Panorama Group will cease to be subsidiaries of the Company and the Company will no longer have any interest in Panorama Group upon Completion.
— 5 —
LETTER FROM THE BOARD
REASONS FOR THE DISPOSAL
Although hundreds and thousands of movies are produced globally each year, only a small number of them account for most box office receipts. With the ongoing economic crisis, there is even fewer people flocking to the cinemas to view newly released box office hit movies, adding pressure to filmmakers' bottom line profits. It is therefore not surprising that many of Hong Kong's historical landmark theaters have closed paving way for redevelopment.
It is commonly known that most films simply do not make a full return on their investment from domestic box office revenues. Hence, most films have to rely on profits from other markets and revenue channels, such as broadcast and cable television, DVD sales and rentals, and foreign distribution.
Although digital technology and computer generated imaging are rapidly making inroads transforming the industry and making it possible and more cost effective to distribute movies to theaters through the use of satellites or fiber-optic cable, it also gives rise to a high level of piracy. Year-on-year, the industry suffers significant losses from illegal digital downloads and on-line viewing. It is not uncommon these days to have highly advertised movies being leaked with offenders offering their review of the movie online weeks ahead of their premier release.
In view of these market developments, it has become increasingly difficult for the Group to justify further investments in a business that is no longer sustainable. Hence, the Directors have decided to dispose of its interests in the Panorama Group and focus its resources in an industry with better prospects and sustainability.
Accordingly, the Company, on 18 December 2008, acquired a majority stake in Mt. Morgan Resources and Development Corporation, a company set up for the purpose of mining the mineral resources of magnetite, a basic raw material in the production of steel. On completion of the Disposal, the Group's principal business activities will be the mining and trading of mineral resources and the exploitation of such mineral resources. The Directors believe it is in the best interests of the Shareholders for the Company to focus its resources in an industry with better prospects over the short to medium term.
The Directors are of the view that the Disposal is in the interests of the Company and the Shareholders as a whole.
FINANCIAL EFFECT OF THE DISPOSAL
Upon Completion, the Group expects to recognize a gain on the Disposal of approximately HK$25,072,000 which is calculated based on the loss on assignment of the shareholder loan of approximately HK$17,241,000 to the Purchaser and the gain from cash consideration to be received for disposing of the Panorama Group at net liabilities.
— 6 —
LETTER FROM THE BOARD
As a result of disposing the business in the Panorama Group which is no longer sustainable, it is expected that the Group's earnings will improve. Besides, the Group's net assets will increase after disposing of the Panorama Group, which had net liabilities.
GEM LISTING RULES IMPLICATIONS FOR THE COMPANY
Based on the latest published results of the Group for the year ended 31 March 2009, certain applicable percentage ratios resulting from the Disposal exceeds 25% but is less than 75%. Accordingly, pursuant to Rule 19.06 of the GEM Listing Rules, the Disposal constitutes a major transaction and is subject to approval by the Shareholders at the EGM. Any Shareholder with a material interest in the Disposal and his associates will abstain from voting on the ordinary resolution approving the Disposal. Since none of the Shareholders has any material interest in the Disposal, no Shareholder is required to abstain from voting in respect of the proposed ordinary resolution to approve the Disposal, the Sale and Purchase Agreement and the transactions contemplated thereunder at the EGM.
PROPOSED CHANGE OF COMPANY NAME
The Board proposes to change the name of the Company to "Pan Asia Mining Limited" and to adopt "寰亞礦業有限公司", for the purposes of identification only, as the new Chinese name of the Company, subject to the conditions set out below being fulfilled.
Reasons for the change of name
The Board believes that the proposed change of Company name will better reflect the Company's principal business after the Disposal. In addition, the Board believes that the new name can improve the Company's corporate image and identity, which the Board considers is in the interests of the Company and its Shareholders as a whole.
Conditions of the change of name
The proposed change of name of the Company will be subject to the following:
(i) the passing of a special resolution by the Shareholders at the EGM to approve the proposed change of name; and
(ii) the Registrar of Companies in the Cayman Islands approving the proposed change of name.
The new name of the Company will take effect from the date of entry of the new name on the register maintained by the Registrar of Companies in the Cayman Islands. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.
— 7 —
LETTER FROM THE BOARD
Effects of the change of name
The proposed change of name of the Company will not affect any rights of the holders of securities of the Company or the Company's daily business operation and its financial position. All existing share certificates of the Company under the name of "Intelli-Media Group (Holdings) Limited" shall, after the proposed change of name becoming effective, continue to be evidence of title to the Shares and will be valid for trading, settlement and delivery for the same number of Shares in the new name of the Company. As such, no arrangement will be made for the exchange of the existing share certificates of the Company as a result of the proposed change of name of the Company. Once the change of name has become effective, any new share certificates of the Company will be issued in the new name of the Company.
Further announcements will be made by the Company to inform the Shareholders the result of the EGM, the effective date of the change of name of the Company and the new stock short name of the Shares.
EGM
A notice of the EGM to be held at 11 a.m. on 4 September 2009, at Suites 1412-13, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong at which an ordinary resolution will be proposed to approve, among other things, the Disposal, the Sale and Purchase Agreement and the transactions contemplated thereunder and a special resolution will be proposed to approve the proposed change of name, is set out on pages 21 to 22 of this circular.
A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
In accordance with the GEM Listing Rules, the vote to be taken at the EGM shall be conducted by poll.
RECOMMENDATION
The Board considers that the Disposal, the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM to approve the Disposal, the Sale and Purchase Agreement and the transactions contemplated thereunder.
The Board also believes that the proposed change of name of the Company is in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of the special resolution at the EGM.
— 8 —
LETTER FROM THE BOARD
ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
By order of the Board
Intelli-Media Group (Holdings) Limited
Kwong Wai Ho, Richard
Executive Director
— 9 —
APPENDIX I
FINANCIAL INFORMATION ON THE GROUP
INDEBTEDNESS OF THE GROUP
At the close of business on 30 June 2009, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding borrowings of approximately HK$1,058,098,000. Details of which are set out below:
| HK$'000 | |
|---|---|
| Convertible bonds — liability portion | 885,346 |
| Promissory notes | 166,554 |
| Bank loans and overdrafts, secured | 5,589 |
| Finance lease payable | 609 |
1,058,098
The liability portion of convertible bonds with principal amounts of approximately HK$3,710,000,000 is interest-free and the date of maturity is on 18 December 2018.
The promissory note with principal amount of HK$190,000,000 is interest free and is repayable by 4 quarterly instalments over one year from the date of issue of the promissory note. Black Sand Enterprises Limited ("Black Sand"), a wholly owned subsidiary of the Company, being the issuer of the promissory note, has the option to extend repayment of all instalments to 18 June 2010.
The convertible bonds and promissory note are not secured or guaranteed.
The bank loans and overdrafts were secured by pledged time deposit of HK$2,183,000 and personal guarantees of HK$11,000,000 from a subsidiary's directors.
The finance lease payable was secured by a subsidiary's motor vehicle.
As at the close of business on 30 June 2009, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had the following capital commitments:
| HK$'000 | |
|---|---|
| Contracted but not provided for: | |
| Film rights | 520 |
As at the close of business on 30 June 2009, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had no material contingent liabilities outstanding.
— 10 —
APPENDIX I
FINANCIAL INFORMATION ON THE GROUP
Save as aforesaid and apart from intra-group liabilities, the Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, term loans, bank borrowings, bank overdrafts and liabilities under acceptances or other similar indebtedness, debentures or other loan capital, mortgage, charges, finance leases or hire purchases commitments, guarantees or other material contingent liabilities outstanding at the close of business on 30 June 2009.
WORKING CAPITAL
On 30 September 2008, the Company entered into a 3-year Euro 200 million convertible loan agreement (the "Convertible Loan") with an independent third party. The Convertible Loan accrues interest in arrear at a fixed rate of 3% per annum, which is payable on an annual basis. As at 30 June 2009, the draw-down of the Convertible Loan is not yet completed.
As at the Latest Practicable Date, the Directors, after taking into account the Group's presently available financial resources and internal resources, and in the absence of unforeseen circumstances, consider that the Group will have sufficient working capital for its present requirements for a period of 12 months from the date of this circular, subject to successful draw-down of the Convertible Loan. If the loan draw-down is not successful, the Directors will seek for other debt financing or equity financing to fulfill the future working capital requirements of the Group.
MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS REVIEW
The Group had a hard time during the year ended 31 March 2009. Both of its video distribution and animation character licensing businesses continued to be plagued with unresolved piracy issues.
Although piracy is mostly under control in Hong Kong, high quality pirated video copies of the latest movies in VCD and DVD formats as well as the Pleasant Goat and Big Big Wolf products are easily accessible in Southern China by frequent commuters from Hong Kong. The packaging for some of these pirated copies are sometimes even more attractive than the original products in distribution form. Besides, peer-to-peer sharing of copyright protected videos over internet is becoming easier and more popular to consumers possessing elementary computer skills. Fuelled by the fast penetration of powerful personal computer, young consumers in general are getting more used to enjoying their preferred choice of movies played on his/her own personal computer. Further, the return-to-cinema phenomenon driven by highly appointed cinemas equipped with excellent surround sound systems has hit our film rights distributions and video product sales business heavily over the past 2 years.
In view of the prevailing circumstances surrounding the Company's two principal businesses, the Group, since March 2008, has been actively seeking for other opportunities to widen its scope of business and to increase revenue sources. On 18 December 2008, Black Sand completed the acquisition of a direct and indirect 64% major stake in Mt. Mogan Resources and Development Corporation ("Mogan"). Mogan, a Philippine national company, is the holder of 41,093.85 hectares of offshore magnetite mining claims along the municipalities of Tacloban, Tanauan, Tolosa, Dulag, Mayorga, MacArthur and Abuyog in Leyte Province and Basey and Marabut in Samar Province of the Philippines.
— 11 —
APPENDIX I
FINANCIAL INFORMATION ON THE GROUP
Black Sand has also secured the right to further acquire a major stake in two other offshore mining claims in the Philippines, a mining area of 17,205.22 hectares in Negros Occidental Province along the municipalities of Ilog, Suay, Himanaylan, Binalbagan, and Hinigaran and 15,535.82 hectares in Surigao del Sur Province along the municipalities of Tandag and Cagwait.
During the year ended 31 March 2009, Mogan has commenced exploration activities within the mining area in the Leyte Gulf in preparation of commencing a mineral exploitation operations. The Group has also begun to engage in the trading business of precious metal and scrapped metals mainly for early participation in the promising metal trading.
Prospects
China continues to be the biggest steel producer and finished steel consumer in the world. The Company believes it has timely and swiftly grasp the valuable opportunity to gain access to a large iron ore mining claim in the Philippines. The physical location of the Mogan's mining assets in the Philippines has its natural competitive niche over other iron ore producers given its' proximity to China. The strategic location will also represent significant cost savings to most of the major steel mills in Asia in the form of lower freight cost and shorter delivery time, and lower carrying cost related to inventory built up in the very capital intensive steel industry.
The Group does not intend to halt its structural growth at this stage. It will continue to seek for other high potential or high value mineral resources in the Asia Pacific Region to build up and strengthen its resource portfolio and competitive position.
— 12 —
APPENDIX II
GENERAL INFORMATION
A. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:
(a) the information contained in this circular is accurate and complete in all material respects and not misleading;
(b) there are no other matters the omission of which would make any statement in this circular misleading; and
(c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
B. DISCLOSURE OF INTERESTS OF DIRECTORS
As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares of the Company, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) as notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or as recorded in the register required to be kept pursuant to section 352 of the SFO; or as otherwise notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors, were as follows:
Long positions in Shares of the Company
| Name of directors / chief executive | Number of Shares | Approximate percentage of shareholding | Capacity |
|---|---|---|---|
| Kwong Wai Ho, Richard | 20,000,000 | 0.40 | Beneficial owner |
| Yin Mark Teh-min | 2,500,000 | 0.05 | Family interests |
| 380,000 | 0.01 | Beneficial owner | |
| Sub-total: | 2,880,000 | 0.06 | (Note 1) |
| Chu Hung Lin, Victor | 3,000,000 | 0.06 | Family interests |
| 1,200,000 | 0.02 | Beneficial owner | |
| Sub-total: | 4,200,000 | 0.08 | (Note 2) |
APPENDIX II
GENERAL INFORMATION
Notes:
-
Ms. Wong Shu Wah, Ceci, being the wife of Mr. Yin Mark Teh-min (“Mr. Yin”), is interested in 2,500,000 Shares. Accordingly, Mr. Yin is deemed to be interested in such 2,500,000 Shares. Mr. Yin also holds 380,000 Shares as beneficial owner. Therefore, Mr. Yin is interested and deemed to be interested in 2,880,000 Shares in total.
-
Ms. Chan Lai Shan, Lisa, being the wife of Mr. Chu Hung Lin, Victor (“Mr. Chu”), is interested in 3,000,000 Shares. Accordingly, Mr. Chu is deemed to be interested in such 3,000,000 Shares. Mr. Chu also holds 1,200,000 Shares as beneficial owner. Therefore, Mr. Chu is interested and deemed to be interested in 4,200,000 Shares in total.
Save as disclosed in this paragraph, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had any interests or short positions in any Shares, underlying Shares in or debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO; or which were recorded in the register required to be kept pursuant to section 352 of the SFO; or which were required to be notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors.
C. DISCLOSURE OF INTERESTS OF SUBSTANTIAL SHAREHOLDERS
So far as is known to the Directors and chief executive of the Company, as at the Latest Practicable Date, the following persons (not being a Director or chief executive of the Company) had interest or short positions in the Shares or underlying Shares which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or were expected, directly or indirectly to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or any other member of the Group:
Long positions in Shares of the Company
| Name of shareholder | Number of Shares of the Company | Approximate percentage of shareholding | Capacity |
|---|---|---|---|
| Kesterion Investments Limited | 1,012,700,000 | 20.47 | Beneficial owner |
| Wong, Eva | 1,012,700,000 | 20.47 | Interest of controlled corporation |
| 2,260,000 | 0.05 | Beneficial owner | |
| Sub-total: | 1,014,960,000 | 20.52 | |
| Koh Tat Lee, Michael | 1,014,960,000 | 20.52 | Family interest (Note 1) |
| Singson Ryan Luis V. | 449,300,000 | 9.08 | Beneficial owner |
| Kwok Sau Ping | 400,000,000 | 8.09 | Beneficial owner |
APPENDIX II
GENERAL INFORMATION
Note:
- Mr. Koh Tat Lee, Michael, being the husband of Ms. Eva Wong, is deemed to be interested in such 1,014,960,000 Shares.
Long positions in the underlying Shares of the Company
| Name of shareholder | Number of underlying Shares in respect of equity derivatives of the Company | Approximate percentage of the issued share capital of the Company | Capacity |
|---|---|---|---|
| Kesterion Investments Limited | 3,300,000,000 | 66.71 | Beneficial owner (Note 1) |
| Wong, Eva | 3,300,000,000 | 66.71 | Interest of controlled corporation (Note 1) |
| Koh Tat Lee, Michael | 3,300,000,000 | 66.71 | Family interest (Note 1) |
| Singson Ryan Luis V. | 1,600,000,000 | 32.34 | Beneficial owner (Note 2) |
Notes:
-
This represents the principal amount of approximately US$296,153,845 of convertible bonds which upon conversion in full will result in the allotment and issue of 3,300,000,000 Shares, which have been issued to Kesterion Investments Limited on 18 December 2008 as part of considerations for the acquisition of First Pine Enterprises Limited. The entire issued share capital of Kesterion Investments Limited is beneficially owned by Ms. Eva Wong ("Ms. Wong"). Ms. Wong, is the sister of the chairman of the Company, Mr. Wong Chung Yu, Denny and the sister-in-law of a non-executive Director of the Company Mr. Yin Mark Teh-min. Mr. Koh Tat Lee, Michael, being the husband of Ms. Wong, is deemed to be interested in such 3,300,000,000 Shares.
-
This represents the principal amount of approximately US$143,589,744 of convertible bonds which upon conversion in full will result in the allotment and issue of 1,600,000,000 Shares, which have been issued to Kesterion Investments Limited on 18 December 2008 as part of considerations for the acquisition of First Pine Enterprises Limited, and have been transferred to Mr. Singson, Ryan Luis V. on the same date.
Save as disclosed in this paragraph, the Directors and chief executive of the Company are not aware, as at the Latest Practicable Date, of any person (not being a Director or chief executive of the Company) who had interest or short position in the Shares or underlying Shares which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or were expected, directly or indirectly to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or any other member of the Group.
APPENDIX II
GENERAL INFORMATION
D. COMPETING INTEREST
As at the Latest Practicable Date, none of the Directors, management shareholders or their respective associates had an interest in any business which competes or may compete or had any other conflict of interest with the business of the Group pursuant to the GEM Listing Rules.
E. INTEREST IN CONTRACTS
As at the Latest Practicable Date, none of the Directors had any material interest in any contract or arrangement which is significant in relation to the business of the Group.
F. INTEREST IN ASSETS
As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any asset which has been acquired or disposed of by or leased to any member of the Group since 31 March 2009 (being the date to which the latest published audited consolidated financial statements of the Group were made up) or proposed to be so acquired, disposed of or leased.
G. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors has entered or has proposed to enter into any service agreements with the Company or any members of the Group (excluding contracts expiring or determinable by the relevant employer within one year without payment of compensation other than statutory compensation).
H. MATERIAL LITIGATION
As at the Latest Practicable Date, no member of the Group was engaged in any litigation or claim of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.
I. MATERIAL CONTRACTS
Save as disclosed below, there are no material contracts (other than contracts entered into in the ordinary course of business) which have been entered into by the Group in the two years immediately preceding the date of this circular and are or may be material:
(i) the acquisition agreement entered into on 2 May 2008 between, among other persons, Kesterion Investments Limited and Black Sand Enterprises Limited, a wholly-owned subsidiary of the Company in relation to, among others the purchase of the entire issued share capital in First Pine Enterprises Limited at the acquisition price of HK$5,700 million (the “Acquisition Agreement”);
(ii) the supplemental agreement dated 8 November 2008 in relation to the Acquisition Agreement;
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APPENDIX II
GENERAL INFORMATION
(iii) the convertible loan agreement dated 30 September 2008 entered into between the Company and Fortress World Limited whereby Fortress World Limited has agreed to provide a 3-year financing facility of Euro 200 million (equivalent to approximately HK$2,230 million) to the Company at a fixed interest rate of 3.00% per annum, which is payable on an annual basis;
(iv) the sale and purchase agreement dated 23 June 2009 entered into between Mr. Chen Wei Dong and the Company in respect of the disposal of 100 ordinary shares of US$1.00 each in the issued share capital of Datewell Limited and 1 ordinary share of US$1.00 each in the issued share capital of CPE Program Distribution Limited at the consideration of HK$100 (the "Datewell / CPE Program Sale and Purchase Agreement");
(v) the supplemental agreement dated 26 June 2009 entered into between Mr. Chen Wei Dong and the Company in relation to the Datewell / CPE Program Sale and Purchase Agreement; and
(vi) the Sale and Purchase Agreement.
J. GENERAL
(a) The registered office of the Company is located at P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies.
(b) The head office and principal place of business of the Company in Hong Kong is at Suites 1412-13, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.
(c) The branch share registrar and transfer office of the Company is Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong
(d) The company secretary and the qualified accountant of the Company is Mr. Chan Ming Cho, Joe. Mr. Chan holds a master degree in business administrations and he is a member of The Institute of Chartered Accountants in England & Wales, and fellow member of both Hong Kong Institute of Certified Public Accountants (HKICPA) and Association of Chartered Certified Accountants. Mr. Chan has 20 years of experience in auditing, finance and accounting.
(e) The compliance officer of the Company is Mr. Kwong Wai Ho, Richard.
(f) The audit committee of the Company comprises one non-executive Director Mr. Yin Mark Teh-min and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymond and Mr. Chu Hung Lin, Victor. The audit committee reviews and provides supervision over the financial reporting process and internal control of the Group.
APPENDIX II
GENERAL INFORMATION
(g) Details of the members of the audit committee are as follows:
Mr. Yin Mark Teh-min (“Mr. Yin”), aged 39, is a non-executive Director and a member of each of the audit committee and remuneration committee of the Company. Mr. Yin has over 17 years of experience as an operational sales and marketing executive. Mr. Yin has held executive management and operational roles at both small and large multinational firms, particularly specializing in high-tech ventures. His experience in the United States and Asia includes business planning and managing large scale projects spanning multiple organizations. Since 2001, he has served as a vice president at Infinera Corporation (NASDAQ: INFN) (“Infinera”), a manufacturer of telecommunications equipment. He was the company’s initial vice president of marketing. In this position, Mr. Yin participated in business activities in relation to financings, key business decisions, product definition, pricing strategies and engaging closely with all customers. Later, he served as a vice president in Asia Pacific sales and market development. Prior to joining Infinera, Mr. Yin served as a sales and marketing executive at Lightera Networks, a technology start-up that was subsequently acquired by Ciena Corporation (NASDAQ: CIEN) and Cisco Systems (through the acquisition of Stratacom). Mr. Yin earned a Bachelor of Science in Electrical Engineering at Rutgers University and a Master in Science in Operations Research at Stanford University. Saved as disclosed, Mr. Yin did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
Mr. Lai Kai Jin, Michael (“Mr. Lai”), aged 39, is an independent non-executive Director, the chairman of the remuneration committee and a member of the audit committee of the Company. Mr. Lai graduated from the National University of Singapore with a LL.B (Hons) Degree in 1994 and was called to the Singapore Bar the following year. He joined KhattarWong, one of the largest law firms in Singapore with over 100 professional staff and offices in Singapore, Shanghai, Hanoi and Ho Chih Minh as a partner in 2007. Mr. Lai is also the Singapore editor of Forwarderlaw and a trainer/lecturer in shipping, air law and marine insurance for the Singapore Logistics Association’s continuous training program. Mr. Lai’s practice focuses on marine insurance, shipping and admiralty law and involves handling legal disputes arising out of international trade and transport. Mr. Lai handles a wide array of maritime cases including claims arising out of loss of or damage to cargo, charterparty disputes, bunkering contracts, ship sale and purchase agreements, shipboard personal injuries and accidents, ship construction and repair, freight forwarding and logistics. He also handles claims arising from the carriage of goods by road and by air. Mr. Lai has acted as counsel in numerous cases before the High Court and Court of Appeal of Singapore and in arbitrations. Mr. Lai is presently the Chairman of the Advisory Body Legal Matters, FIATA and the Legal Counsel for the Singapore Logistics Association. He sits on the Board of Directors of EOC Limited (“EOC”) as an independent director and a member of each of the remuneration, nomination and audit committees of EOC. EOC is a leading owner and operator of FPSOs and offshore construction based in Asia and is listed on the Oslo Stock Exchange. Mr. Lai has also served on the board of directors of Sembawang Kimtrans Limited, a major Singapore logistics services provider. Saved as disclosed, Mr. Lai did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
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APPENDIX II
GENERAL INFORMATION
Mr. Chan Siu Wing, Raymond (“Mr. Chan”), aged 44, is an independent non-executive Director and chairman of the audit committee of the Company. Mr. Chan is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants, a Certified Practising Accountant of the CPA Australia, a founding member of Macau Society of Certified Practising Accountant and a member of the Hong Kong Securities Institute. Mr. Chan received a Bachelor of Economics Degree, majoring in accounting and economics, from University of Sydney in 1985. Mr. Chan has over 20 years of experience in the field of accounting, taxation and trust and has been the Chief Operating Officer of Chinachem Group since 15 November 2008. Before joining the Company, he served as senior consultant of International Taxation Advisory Services Limited for over ten years. In 2003, he joined Asiaciti Trust Hong Kong Limited as general manager. Before this appointment, Mr. Chan was the financial controller and company secretary of Hua Xia Healthcare Holdings Limited, a company whose shares are listed on GEM. Mr. Chan currently holds the position as an executive Director of ENM Holdings Limited as well as the position as an independent non-executive Director of each of Prosperity Investment Holdings Limited and Karce International Holdings Company Limited, both companies whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Cardlink Technology Group Limited, a company whose shares are listed on the GEM of the Stock Exchange. For the period from 18 June 2004 to 22 August 2006, Mr. Chan was an independent non-executive Director of Core Healthcare Holdings Limited (formerly known as Plasmagene Biosciences Limited), a company whose shares are listed on the GEM of the Stock Exchange. Saved as disclosed, Mr. Chan did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
Mr. Chu Hung Lin, Victor (“Mr. Chu”), aged 41, is an independent non-executive Director and a member of each of the audit committee and remuneration committee of the Company. Mr. Chu has a diversified experience in the industries of film production, land development, private pre-IPO investment and food and catering. During the period from January 2001 to June 2003, he was the deputy chairman and executive director of Climax International Company Limited, shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 439). Since 2003, he has been actively involved in food and beverage business and has been a shareholder and director of certain private companies. Mr. Chu is responsible for the business development, space allocation and design, product development, marketing and strategic planning of such companies. Saved as disclosed, Mr. Chu did not hold any directorship in other listed companies or other major appointments or qualifications in the last three years.
(h) The English text of this document shall prevail over the Chinese text in the case of inconsistency.
APPENDIX II
GENERAL INFORMATION
K. DOCUMENTS FOR INSPECTION
Copies of the following documents will be available for inspection during normal business hours at Suites 1412-13, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong up to and including 4 September 2009:
(i) the memorandum and articles of association of the Company;
(ii) the contracts referred to under the paragraph headed “Material Contracts” in this appendix; and
(iii) the audited consolidated accounts of the Group for each of the two years ended 31 March 2009.
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NOTICE OF EGM
智庫媒體集團（控股）有限公司
Intelli - Media Group (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Intelli-Media Group (Holdings) Limited ("Company") will be held at Suites 1412-13, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on 4 September 2009 at 11 a.m. (the "EGM") for the purpose of considering and, if thought fit, passing the following resolutions of the Company:
ORDINARY RESOLUTION
"THAT:
(a) the sale and purchase agreement ("Agreement") dated 21 July 2009 entered into between the Company and Well Charm International Development Limited in relation to the disposal of the Company's interests in (i) the entire issued share capital of Panorama Entertainment Group Limited ("Panorama" together with its subsidiaries known as the "Panorama Group"); and (ii) all debts, liabilities and obligations of the Panorama Group owing from the Panorama Group to members of the Company and its subsidiaries as at the date of completion of the Agreement (a copy of the Agreement has been produced to the meeting marked "A" and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereunder be hereby approved, confirmed and ratified; and
(b) any director of the Company (the "Directors") be and is hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Agreement, or any of the transactions contemplated under the Agreement."
SPECIAL RESOLUTION
"That, subject to the approval by the Registrar of Companies in the Cayman Islands, the name of the Company be changed from "Intelli-Media Group (Holdings) Limited" to "Pan Asia Mining Limited" and "寰亞礦業有限公司" be adopted as the new Chinese name of the Company for identification purposes only and that the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents they consider necessary or expedient to effect the change of name of the Company."
By Order of the Board
Intelli-Media Group (Holdings) Limited
Kwong Wai Ho, Richard
Executive Director
Hong Kong, 13 August 2009
NOTICE OF EGM
Principal place of business in Hong Kong:
Suite 1412-13, Tower One
Time Square
1 Matheson Street
Causeway Bay
Hong Kong
Notes:
-
Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the EGM. A proxy need not be a member of the Company.
-
To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
-
Completion and deposit of the form of proxy shall not preclude a shareholder from attending and voting in person at the EGM if the shareholder so desires and in such event the form of proxy shall be deemed to be revoked.
As at the date of this notice, the Board comprises two executive Directors, Mr. Wong Chung Yu Denny and Mr. Kwong Wai Ho, Richard; one non-executive Director Mr. Yin Mark Teh-min; and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymond and Mr. Chu Hung Lin, Victor.
This notice, for which the directors of the Company (the “Directors”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This notice will remain on the page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its posting.
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