Hung Hing Printing Group Limited — M&A Activity 1999

Apr 21, 1999

Listed Company Information

CIL HOLDINGS<0479> & LION ASIA<0254> - Joint Announcement & Suspension of LION ASIA The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CIL Holdings Limited (Incorporated in Bermuda with limited liability) Lion Asia Limited (Incorporated in Hong Kong with limited liability) Joint Announcement Close of Unconditional Cash Offer by China Everbright Capital Limited and ICEA Capital Limited on behalf of Lucky Choice Assets Limited for all the issued shares in Lion Asia Limited other than those already owned or agreed to be acquired by Lucky Choice Assets Limited or parties acting in concert with it Summary The Offer closed at 4:00 p.m. on Tuesday, 20 April, 1999. Acceptances in respect of 52,937,269 Shares, representing about 25.20% of the issued share capital of Lion Asia have been received under the Offer. As at the close of the Offer, taking into account the Shares acquired pursuant to the Share Sale Agreement and valid acceptances received pursuant to the Offer, CIL and parties acting in concert with it (including Ambang Jaya and Angkasa Marketing) were interested in about 98.26% of the issued share capital of Lion Asia. Furthermore, as mentioned in the Offer Document, CIL through Lucky Choice will acquire 48,323,000 Shares or approximately 23% of the existing issued share capital of Lion Asia currently held by Ambang Jaya and Angkasa Marketing nine months following Completion (i.e. nine months from 30 March, 1999) As indicated in the Offer Document, all the existing directors of Lion Asia have resigned from the board of directors of Lion Asia following the close of the Offer, four persons who have been disclosed in the Offer Document and Mr. Li Zhao (who is not director or employee of CIL) have been appointed as new executive directors of Lion Asia and Mr. Li Kin Hong and Mr. Su Sen Cheng have been appointed as independent directors of Lion Asia. Furthermore, a management committee consists of three persons have been set up to serve Lion Asia. Trading of Lion Asia shares to be suspended pending placing down by CIL to comply with public float issues within one month. Reference is made to the joint announcements of CIL and Lion Asia dated 2nd December, 1998, 27th February, 1999, 24th March, 1999 and 30th March, 1999 (collectively the "Previous Announcements"), and the Offer Document dated 22nd January, 1999. Terms used in this announcement shall have the same meanings as those defined in the Previous Announcements and Offer Document unless the context otherwise requires. OFFER CLOSED The Offer closed at 4:00 p.m. on Tuesday, 20th April, 1999. The respective directors of CIL and Lion Asia jointly announce that as at the close of the Offer, CIL has received acceptances in respect of 52,937,269 Shares representing about 25.20% of the issued share capital of Lion Asia. Other than the Shares acquired upon completion of the Share Sale Agreement and the afore-mentioned acceptances, CIL and parties acting in concert with it have not otherwise acquired or dealt in any Shares during the period from 2nd December, 1998, being the date on which the possible unconditional cash offer was announced, to 20th April, 1999, being the final closing date of the Offer. Taking into account the 105,185,700 Shares or approximately 50.06% of the issued share capital of Lion Asia acquired by CIL through Lucky Choice from Ambang Jaya and Angkasa Marketing pursuant to the Share Sale Agreement and the acceptances in respect of the 52,937,269 Shares as mentioned above, as at the close of the Offer, CIL and parties acting in concert with it (including Ambang Jaya and Angkasa Marketing) were interested in 206,445,969 Shares, representing about 98.26% of the issued share capital of Lion Asia. Furthermore, as mentioned in the Offer Document, CIL through Lucky Choice will acquire 48,323,000 Shares or approximately 23% of the existing issued share capital of Lion Asia currently held by Ambang Jaya and Angkasa Marketing nine months following Completion (i.e. nine months from 30th March, 1999). A further announcement will be made by CIL and Lion Asia as and when completion of the acquisition of the 23% Shares takes place. Pursuant to Rule 8.08 of the Listing Rules, not less than 25 per cent. of the Shares must be in public hands. As at the close of the Offer, a total of 3,654,031 Shares representing approximately 1.74% of the issued share capital of Lion Asia, are held in public hands which is below the prescribed percentage as required by Rule 8.08 of the Listing Rules. As stated in the Offer Document, because less than 25 per cent. of the issued Shares remain in public hands following the close of the Offer, CIL and Lion Asia undertake to take appropriate steps to ensure that not less than 25% of issued Shares will be held by the public within one month. At present, CIL intends to place any such Shares with independent investors for cash. An announcement regarding this matter will be made no later than one month from the date of this announcement. The Stock Exchange has stated that as less than 2 per cent. of the Shares are in public hands. There are insufficient number of Shares in public hands to maintain a fair and orderly market. Accordingly, Lion Asia has requested that dealing its Shares be suspended with effect from 10:00 a.m. 21st April, 1999 pending CIL's placing down of a sufficient number of Shares to ensure a public float of a least 25 per cent. REMITTANCES Remittances in respect of valid acceptances of Shares tendered by shareholders of Lion Asia received on or before 4:00 p.m. on 20th April, 1999, being the closing date of the Offer, will be posted to those shareholders within 10 days after the acceptances are tendered i.e. the latest on or before 29th April, 1999. APPOINTMENT OF NEW DIRECTORS As indicated in the Offer Document, following the close of the Offer, all the existing directors of Lion Asia have resigned from the board of directors of Lion Asia. Messrs Joseph Szeto, Li Qinyi, Lau Kwong Chong, James and Ho Pui Tsun, Peter (whose background and experiences are set out in the Offer Document) have been appointed as the executive directors of Lion Asia. Furthermore, Mr. Li Zhao, an executive director of Lion Asia (who is not director or employee of CIL) has been appointed to serve on the board of Lion Asia. Mr. Li Kin Hong, Lam Yan Chit and Mr. Su Sen Cheng have been appointed as independent directors of Lion Asia and Messrs. Luk Sai Wai, Simon, Lam Yan Chit, Humfry, and Yang Dong Mei (who are not directors of employees of CIL) have been appointed as the members of the management committee of Lion Asia with effect from today. The background of Messrs Li Zhoa, Li Kin Hon, Su Sen Chang, Luk Sai Wai, Simon, Lam Yan Chit, Humfry, and Yang Dong Mei are as follows: Executive Director Mr. Li Zhoa, aged 45, university graduated. He had been served as Managing Director of American VIT Company Limited and Managing Director of the American Blue Ribbon Beer Company Limited. At present, Mr. Li is the Vice-Chairman of both the China Blue Ribbon Company Limited and the China Investment (Hong Kong) Group Limited. Independent Directors Mr. Li Kin Hon, was born in Hong Kong in1938 and has education in China. He studied in the China Guangzhou Foreign Trade College in early Eighties. Mr. Li had served as director and was in senior executive positions in many well-known organisations both in Hong Kong and PRC, such as Vice Chairman of Shenzhen Chinese Mercantile Bank. He had also held important government official positions in the PRC, such as Deputy General Manager of Economices and Trades Committee. Presently, he is the director of both the Central Million Industries Limited and Chai Ho Capital Limited, specialize in project financing, and direct investment. Mr. Su Sen Chang, was born in 1949 and was a degree holder in Foreign Language in PRC. He had been the Deputy General Manager and translator of the Aviation Engineering Department of the Air Force in PRC. Mr. Su had also served as the General Manager of the Shenzhen Foreign Trade Group Real Estate Company. At present, Mr. Su is the Director of the Jin Han Group and the Deputy General Manager of Real Estate Department of the China Everbright Group. Mr. Su has over 20 years experience in real estate development. Management Committee Mr. Luk Sai Wai, Simon, aged 36, joined Lion Asia as Financial Controller in April 1999. Mr. Luk holds a Bachelor's degree in Business Administration and is an associate member of both Hong Kong Society of Accountants and The Chartered Association of Certified Accountants. Mr. Luk has more than 3 years' experience in a major accounting firm in Hong Kong and 8 years' experience in finance and treasury operations in trading, manufacturing, and securities brokeraging industries. Mr. Lam Yan Chit, Hamfey, Chief Executive Officer, age 45, had been the Executive Vice President for China North Industries Investment Management Ltd, the investment manager for China North Industries Investment Ltd, (the "Fund") which has invested in joint ventures with Chinese enterprises controlled and managed by China North Industries Group, a PRC ministry-level corporation, Mr. Lam participated in the formation of an US$185 million Fund which are publicly listed in both Singapore and Ireland. Mr. Lam was directly responsible for the investment operations and served as the director in all investee companies. Before working in China North Industries Investment, Mr. Lam was Deputy General Manager for Novel Technology Development Ltd, a diversified group, and directly responsible for supervising over 40 industrial and real estate joint venture projects in the PRC. Mr. Lam is a Fellow Member of Association of Chartered Certified Accountants and Associate Member of Hong Kong Society of Accountants. Mr. Lam has completed the professional course at Venture Capital Institute. Ms. Yang Dong Mei, Project Manager, age 31, Ms. Yang studied for Bachelor of Arts in English literature at Beijing University of Foreign Studies, and commence and accounting at Boxhill College in Australia, she has a professional background in accounting with an Associated Diploma of Business (Accounting) recognised by the Australian Society of Accountants. Prior to joining Lion Asia, she was with Silver Grant International Industry Ltd. and British Rollmaker (China) Ltd. In Lion Asia, she will oversees all PRC projects. By order of the board of CIL Holdings Limited Joseph Szeto Chairman and Managing Director By order of the board of Lion Asia Limited Joseph Szeto Chairman Hong Kong, 20th April, 1999 The directors of CIL and Lion Asia jointly and severally accept full responsibility for the accuracy of the information contained in this announcement relating to CIL and Lion Asia respectively and confirm, having made all reasonable enquiries, 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.