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Qiniu Limited — M&A Activity 2008
Feb 29, 2008
50678_rns_2008-02-29_79c40be6-c5ea-42c5-83e4-da36b5b93525.pdf
M&A Activity
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The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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)
VERY SUBSTANTIAL ACQUISITION OF 51% EQUITY INTEREST IN DTV CHINA INC.
Financial Adviser
Reference is made to the announcement of Rontex International Holdings Limited (the “ Company ”) dated 3 January 2008 in relation to the entering into of a memorandum of understanding relating to the acquisition of 51% of the issued share capital of DTV China Inc. (the “ Target Company ”).
The Board is pleased to announce that on 29 January 2008 after trading hours, Century Power (China) Limited (as the purchaser), an indirect wholly owned subsidiary of the Company, entered into an agreement with DTV China Holdings Limited (the “ Vendor ”) to acquire 51% of the issued share capital of the Target Company (the “ Sale Shares ”) and the amount indebted by the Target Company to the Vendor (the “ Sale Loan ”) (the “ Acquisition ”). The Target Company is owned as to 51% by the Vendor and as to 49% by an independent third party independent of the Company and the connected persons (as defined under the Rules (the “ Listing Rules ”) Governing the Listing of Securities on the Stock Exchange) of the Company and is not a connected person (as defined under the Listing Rules) of the Company. The Acquisition of the Sale Shares and the Sale Loan constitutes a very substantial acquisition for the Company under the Listing Rules and is subject to the approval of the shareholders of the Company at the extraordinary general meeting of the Company.
The Company has made an application (the “ Application ”) to the Executive of the Securities and Futures Commission for the ruling on the rebuttal of the presumption under the Codes on Takeovers and Mergers and Share Repurchases that the Vendor is a party acting in concert with the existing controlling shareholder of the Company. Although the Executive has indicated that resumption of trading of the Shares and the outcome of the Application, are not inter-connected and should be treated separately, the Company decided not to resume trading of the shares of the Company. The Company considered that subject to the outcome of the Application, it might be possible that the terms of the Acquisition would be amended or the Acquisition would even be terminated. Hence, the Company would like to, once and for all, resume trading of the shares of the Company upon obtaining the ruling for the Application so as to safeguard the best interests of the Shareholders. Further
* for identification purpose only
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announcement will be made by the Company containing, among other things, further details on the Acquisition, the Application and information on the Target Company in due course. Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:30 a.m. on 30 January 2008 and will remain suspended until further notice.
By order of the Board Rontex International Holdings Limited Cheung Keng Ching Chairman
Hong Kong, 29 February 2008
As at the date of this announcement, the Board comprises Mr. Cheung Keng Ching, Ms. Chou Mei and Mr. Li Wing Sang as executive directors of the Company, and Mr. Lo Siu Tong, Alfred, Mr. Tam Tak Wah and Ms. Wong Lai Wah, Ada as independent non-executive directors of the Company.
The sole director of the Vendor accepts full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group) and confirms, having made all reasonable enquiries, that to the best of his 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 of the statements in this announcement misleading.
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Vendor and parties acting in concert with it) 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 of the statements in this announcement misleading.
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