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Medlive Technology Co., Ltd. — M&A Activity 2008
May 28, 2008
50436_rns_2008-05-28_d3bf0142-21bf-4778-aff2-6d133e2ff5bd.pdf
M&A Activity
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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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares of the Company.
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HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龙电器股份有限公司
(A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 00921)
ANNOUNCEMENT
MAJOR AND CONNECTED TRANSACTION : ACQUISITION OF THE TARGET GROUP FROM QINGDAO HISENSE AIRCONDITIONING COMPANY LIMITED APPLICATION FOR WHITEWASH WAIVER AND PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION TERMINATION OF THE ACQUISITION AGREEMENT
The Board refers to the Company’s announcements dated 28 December 2007, 29 January 2008, 17 February 2008, 19 February 2008, 20 March 2008, 14 April 2008 and 23 April 2008 and the Company’s circular dated 31 December 2007 in relation to the Acquisition and announces that on 19 May 2008, the Company and Qingdao Hisense entered into the Termination Agreement to terminate the Acquisition Agreement.
Reference is made to the Company’s announcements dated 28 December 2007, 29 January 2008, 17 February 2008, 19 February 2008, 20 March 2008, 14 April 2008 and 23 April 2008 and the Company’s circular dated 31 December 2007 in relation to the Acquisition (the “Circular”). Unless otherwise defined, capitalised terms defined in the Circular shall have the same meanings as those used in this announcement.
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As disclosed in the Company’s announcements dated 20 March 2008, 14 April 2008 and 23 April 2008, the proposed Acquisition was rejected by the Merger and Reorganisation Review Committee of the CSRC.
On 19 May 2008, the Company and Qingdao Hisense entered into a supplemental agreement (the “Termination Agreement”) under which the parties have mutually agreed to terminate the Acquisition Agreement and to release and discharge each other from its respective duties, rights and obligations under the Acquisition Agreement with immediate effect from the date of the Termination Agreement. Neither party shall have any claim against the other in relation to the Acquisition Agreement. As at the date of the Termination Agreement, neither party has committed any antecedent breach of the Acquisition Agreement and each of them has unconditionally and irrevocably waive its right and claim against the other in respect of any antecedent breach of the Acquisition Agreement.
On the same date, the Company and Qingdao Hisense entered into a framework agreement which sets out the principles in relation to the acquisition of the Target Group. Pursuant to the framework agreement the Company and Qingdao Hisense will use their best endeavours to negotiate and enter into a formal agreement in relation to the acquisition of the Target Group. Save as the aforementioned, the Company has no other legal obligation under the framework agreement. Details of the framework agreement has been set out in the Company’s announcement dated 28 May 2008. Should the Company and Qingdao Hisense enter into a formal agreement, the Company will comply with the relevant provisions under Chapters 14 and 14A of the Listing Rules and Takeovers Code where applicable.
Trading in the H Shares of the Company
At the request of the Company, trading in the H Shares of the Company was suspended from 28 April 2005 to 10 May 2005, and has remained suspended since 10:00 a.m. on 16 June 2005, initially following various press releases regarding the investigation by the CSRC on Greencool Technology Holdings Limited in connection with the possible misappropriation of funds of the Company. Greencool Technology Holdings Limited was
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then an indirect shareholder of the Company controlled by Mr. Gu Chu Jun, who was the then executive director and chairman of the Company and the controlling shareholder of Guangdong Greencool Enterprise Development Company Limited, the then single largest shareholder of the Company.
The Company has reviewed the relevant documents in relation to the suspension of H Shares, the events leading to such suspension and the actions taken by the Company and has submitted a resumption proposal to the Stock Exchange for review. The Company is currently providing further information regarding its resumption proposal to the Stock Exchange for its consideration.
By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 28 May 2008
As at the date of this announcement, the Company’s executive directors are Mr. Tang Ye Guo, Mr. Wang Shi Lei, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that related to Qingdao Hisense) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that expressed by Qingdao Hisense) 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 (other than that related to Qingdao Hisense) in this announcement misleading.
The directors of Qingdao Hisense jointly and severally accept full responsibility for the accuracy of the information (other than that relating to Kelon Group) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that expressed by the Kelon Group) 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 (other than that relating to the Kelon Group) in this announcement misleading.
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