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Shanghai Able Digital Science&Tech Co., Ltd. — Capital/Financing Update 2005
Oct 3, 2005
50757_rns_2005-10-03_d5f896cd-336d-426d-9eb7-161587a43040.pdf
Capital/Financing Update
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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.
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(incorporated in Bermuda with limited liability) Website: www.citicresources.com
(Stock Code: 1205)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
US$150 MILLION FACILITY AGREEMENT – MINIMUM SHAREHOLDING OF CONTROLLING SHAREHOLDER
Resignation of Independent Non-Executive Director
Mr. Chan has resigned as an independent non-executive director and audit committee member of the Company with effect from 1 October 2005 due to personal reasons.
US$150 million Facility Agreement – Minimum Shareholding of Controlling Shareholder
On 30 September 2005, the Company entered into the Facility Agreement. Pursuant to the provisions of the Facility Agreement, if CITIC Group ceases to be, directly or indirectly, the single largest shareholder of the Company or ceases to hold, directly or indirectly, more than 40% of the total issued share capital of the Company, either event would, although not a breach of the Facility Agreement, entitle the Lenders, subject to approval of Lenders whose aggregate participations in the Facility are 66-2/3% or more of the Facility then outstanding, to require mandatory prepayment of monies borrowed by the Company under the Facility.
Resignation of Independent Non-Executive Director
Mr. Chan Mo Po, Paul (“Mr. Chan”) has resigned as an independent non-executive director and audit committee member of CITIC Resources Holdings Limited (the “Company”) with effect from 1 October 2005 due to personal reasons.
The board of directors of the Company (the “Board”) is not aware of any matters relating to Mr. Chan’s resignation that need to be brought to the attention of shareholders of the Company. Mr. Chan has confirmed that he has no disagreement with the Board and that there is no matter relating to his resignation that needs to be brought to the attention of shareholders of the Company.
The Board would like to take this opportunity to thank Mr. Chan for his contribution to the Company.
Mr. Chan’s resignation as an independent non-executive director of the Company means that the Company only has two independent non-executive directors. Rule 3.10(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited requires that every board of directors of a listed issuer must include at least three independent non-executive directors. The Company expects to appoint another independent non-executive director to fill the vacancy left by Mr. Chan within three months from 1 October 2005.
US$150 million Facility Agreement – Minimum Shareholding of Controlling Shareholder
On 30 September 2005, the Company, as borrower, entered into a facility agreement (the “Facility Agreement”) with a group of 13 financial institutions as lenders (the “Lenders”) in respect of an unsecured loan facility of US$150 million (the “Facility”). The Facility has a tenor of 5 years commencing from 30 September 2005. Monies borrowed under the Facility will be applied by the Company towards refinancing existing debts and towards financing its general corporate funding requirements.
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Pursuant to the provisions of the Facility Agreement, if CITIC Group ceases to be, directly or indirectly, the single largest shareholder of the Company or ceases to hold, directly or indirectly, more than 40% of the total issued share capital of the Company, either event would, although not a breach of the Facility Agreement, entitle the Lenders, subject to approval of Lenders whose aggregate participations in the Facility are 66-2/3% or more of the Facility then outstanding, to require mandatory prepayment of monies borrowed by the Company under the Facility. As at the date hereof, CITIC Group directly or indirectly controls 60% of the total issued share capital of the Company and is directly or indirectly the single largest shareholder of the Company.
The disclosure set out in this announcement shall be included in subsequent interim and annual reports of the Company for so long as the right of the Lenders to require mandatory prepayment of monies borrowed by the Company under the Facility as described above continues to exist.
By Order of the Board CITIC Resources Holdings Limited Kwok Peter Viem Chairman
Hong Kong, 30 September 2005
As at the date of this announcement, the executive directors of the Company are Mr. Kwok Peter Viem; Mr. Ma Ting Hung; Mr. Shou Xuancheng; Mr. Sun Xinguo; Ms. Li So Mui; Mr. Mi Zengxin; Mr. Qiu Yiyong; Mr. Zeng Chen and Mr. Zhang Jijing and the independent non-executive directors are Mr. Chan Mo Po, Paul; Mr. Fan Ren Da, Anthony and Mr. Tsang Link Carl, Brian.
Please also refer to the published version of this announcement in The Standard.
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