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Qiniu Limited — M&A Activity 2006
Aug 11, 2006
50678_rns_2006-08-11_5d1cf2c0-965d-491f-b9c0-9e5c28ad13d3.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.
RONTEX INTERNATIONAL HOLDINGS LIMITED 朗迪國際控股有限公司 [*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1142)
SUPPLEMENTAL LETTER OF INTENT
Reference is made to the announcements (the “ Announcements ”) of the Company dated 27 June 2006 and 27 July 2006 in relation to the LOI entered into between the Vendor and Jump Go in respect of a possible acquisition of the Sale Shares, representing approximately 60.31% of the entire issued share capital of the Company.
The Board announces that further to the LOI dated 23 June 2006, the Purchaser and the Vendor entered into a supplemental letter of intent (the “ Supplemental LOI ”) on 11 August 2006 extending the date (the “ Relevant Date ”) for, inter alia, entering into a binding sale and purchase agreement from 11 August 2006 to 18 August 2006 as additional time is required for Jump Go to continue its due diligence exercise and for the parties to finalize, fine-tune and negotiate further the major commercial terms. Save for the extension of the Relevant Date, no other amendments were made to the LOI.
Consequently, a supplemental escrow letter was also signed on 11 August 2006 amongst the Vendor, Jump Go and the escrow agent for a corresponding extension of the escrow period stipulated in the escrow letter dated 23 June 2006 signed amongst the Vendor, Jump Go and the escrow agent.
The Directors were informed by the Vendor that no binding agreement has been entered into between the Vendor and Jump Go for the acquisition of the Sale Shares. Should any definitive sale and purchase agreement be entered into and completed as a result of the negotiations, the acquisition of the Sale Shares would result in a change in control of the Company and in such eventuality a general offer will be extended by Jump Go for all the issued Shares (other than those owned or agreed to be acquired by Jump Go and parties acting in concert with it) in accordance with the Takeovers Code.
The Directors wish to emphasize that since the provision in the LOI (as supplemented by the Supplemental LOI) for the acquisition of the Sale Shares is not legally binding and the transactions contemplated under the LOI (as supplemented by the Supplemental LOI) may or may not proceed, public investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.
By order of the Board of Rontex International Holdings Limited Cheung Keng Ching Chairman
Hong Kong, 11 August 2006
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As at the date of this announcement, the executive Directors are Mr. Cheung Keng Ching and Madam Chou Mei and the independent non-executive Directors are Mr. Wan Ngar Yin David, Mr. Lo Siu Tong Alfred and Madam Wong Lai Wah Ada.
The directors of the Company jointly and severally accept full responsibility for the accuracy of the 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.
- For identification purpose only
Please also refer to the published version of this announcement in the China Daily.
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