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Kingwell Group Limited — Proxy Solicitation & Information Statement 2004
May 20, 2004
49757_rns_2004-05-20_f60f85ad-f3ac-44a6-953e-fddce43ab9aa.pdf
Proxy Solicitation & Information Statement
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The Stock Exchange of Hong Kong Limited takes no responsibilities 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.
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SOLARTECH INTERNATIONAL HOLDINGS LIMITED 榮盛科技國際控股有限公司 *
(Stock code: 1166)
(incorporated in Bermuda with limited liability)
FT HOLDINGS INTERNATIONAL LIMITED 星采控股有限公司 *
(Stock code: 559)
(incorporated in Bermuda with limited liability)
FURTHER DELAY IN DESPATCH OF CIRCULARS
FT Holdings has applied to the Executive under Rule 8.2 of the Takeovers Code and to the Stock Exchange under Rule 14.13(2) of the Former Listing Rules for a further extension of time for the despatch of the FT Circular from 20 May 2004 to on or before 3 June 2004, as additional time is needed for finalising certain financial information, including but not limited to the FT Group’s financial information, the accountants’ report of the Copper Group for the year ended 31 March 2004 and the pro forma financial information of the FT Group as enlarged upon Completion for inclusion in the FT Circular.
Solartech has also applied to the Stock Exchange under Rule 14.13(2) of the Former Listing Rules for a further extension of time for the despatch of the Solartech Circular from 20 May 2004 to on or before 3 June 2004, as additional time is needed for finalising certain financial information for inclusion in the Solartech Circular.
Reference is made to the joint announcement made by Solartech and FT Holdings dated 1 April 2004 (the “Joint Announcement”) in relation to the sale of business interests by Solartech to FT Holdings, the acquisition of a controlling interest in FT Holdings by Solartech, the application for the Whitewash Waiver and the increase in authorised share capital of FT Holdings and the joint announcement dated 21 April 2004 in relation to delay in despatch of the circulars. Capitalised terms used in this announcement shall have the same meanings as defined in the Joint Announcement, unless the context herein required otherwise.
Under Rule 8.2 of the Takeovers Code and Rule 14.13(2) of the Listing Rules which were in effect prior to 31 March 2004 (the “Former Listing Rules”), FT Holdings is required to despatch a circular (the “FT Circular”) to the FT Shareholders within 21 days after publication of the Joint Announcement, which is on or before 22 April 2004. Solartech is also required under Rule 14.13(2) of the Former Listing Rules to despatch a circular (the “Solartech Circular”) to the Solartech Shareholders within 21 days after publication of the Joint Announcement.
FT Holdings applied to the Executive and the Stock Exchange and was granted an extension of time for the despatch of the FT Circular from 22 April 2004 to 20 May 2004. As additional time is needed for finalising certain financial information, including but not limited to the FT Group’s financial information, the accountants’ report of the Copper Group for the year ended 31 March 2004 and the pro forma financial information of the FT Group as enlarged upon Completion for inclusion in the FT Circular, FT Holdings has applied to the Executive under Rule 8.2 of the Takeovers Code and to the Stock Exchange under Rule 14.13(2) of the Former Listing Rules for a further extension of time for despatch of the FT Circular to on or before 3 June 2004.
Solartech also applied to the Stock Exchange and was granted an extension of time for the despatch of the Solartech Circular from 22 April 2004 to 20 May 2004. As additional time is also needed for finalising certain financial information for inclusion in the Solartech Circular, Solartech has applied to the Stock Exchange under Rule 14.13(2) of the Former Listing Rules for a further extension of time for despatch of the Solartech Circular to on or before 3 June 2004.
By Order of the Board By Order of the Board Solartech International Holdings Limited FT Holdings International Limited Chau Lai Him Ng Tak Chak, Nelson Chairman and Managing Director Chairman
Hong Kong, 20 May 2004
* for identification only
As at the date of this announcement, the executive directors of Solartech are Mr. Chau Lai Him, Mr. Zhou Jin Hua, Mr. Lau Man Tak and Mr. Liu Jin Rong, and the independent non-executive directors of Solartech are Mr. Chung Kam Kwong, Mr. Lo Kao Cheng and Mr. Lo Wai Ming. As at the date of this announcement, the executive directors of FT Holdings are Mr. Ng Tak Chak, Nelson, Mr. Chu Yuk Kuen, Mr. Lam Kwan Sing, Mr. Lei Hong Wai and Mr. Yip Kwok Cheung, and the independent non-executive directors of FT Holdings are Mr. Chun Jay and Ms. Lo Miu Sheung, Betty.
The directors of Solartech jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the FT Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement (other than those relating to the FT Group) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the FT Group) not contained in this announcement, the omission of which would make any of the statements (other than those relating to the FT Group) in this announcement misleading.
The directors of FT Holdings jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Solartech Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement (other than those relating to the Solartech Group) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Solartech Group) not contained in this announcement, the omission of which would make any of the statements (other than those relating to the Solartech Group) in this announcement misleading.
“Please also refer to the published version of this announcement in The Standard”.