Smart Digital Technology Group Limited — Share Issue/Capital Change 2000

Mar 13, 2000

Listed Company Information

MANSION HOLDING<0547> - Announcement 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. MANSION HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) PLACING OF NEW SHARES UNDER GENERAL MANDATE Mansion Holdings Limited has conditionally agreed to place, through its placing agents, K.K.M. Securities Limited and Pasay Stock & Shares Limited (in the proportion of 158,000,000 new ordinary shares and 382,000,000 new ordinary shares respectively) up to 540,000,000 new ordinary shares of HK$0.10 each in the share capital of the Company to independent investors at a price of HK$0.108 per Share. The Placing is procured on a "best efforts" basis by the Placing Agents and is not underwritten by the Placing Agents. The Placing Shares represent approximately 16.665% of the existing issued share capital of the Company of 3,240,231,773 Shares and approximately 14.285% of the Company's issued share capital as enlarged by the Placing. The net proceeds from the Placing of approximately HK$57.5 million will be used as additional general working capital of the Company and its subsidiaries. The Placing is conditional upon the Stock Exchange granting listing of and permission to deal in the Placing Shares. Placing agreement dated 11th March, 2000 (the "Placing Agreement") Placing Agents: K.K.M. Securities Limited ("KKM") and Pasay Stock & Shares Limited ("Pasay" and together with KKM the "Placing Agents") have agreed to use their "best efforts" to place up to 540,000,000 new ordinary shares (the "Placing Shares") of HK$0.10 each in the share capital of the Company ("Shares") . The Placing Agents will receive a placement commission equal to 1% of the aggregate Placing Price (as defined below) in respect of those Placing Shares placed by them, up to a maximum of HK$583,200. Pasay is independent of and not connected with the Company nor with the directors, chief executive or substantial shareholder of the Company, and any of their subsidiaries or any of their respective associates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules" and the "Stock Exchange" respectively)). KKM is connected with the Company by reason of Wong Mo Wah, Gordon, who is a director of the Company, also being a shareholder of KKM. The commission to be received by KKM will not exceed HK$170,640. Placees: Not less than six placees (which are required to be independent individual, corporate and/or institutional investors and who have yet to be identified) who will be independent of and not connected with the Company nor with the directors, chief executive or substantial shareholders of the Company, and any of their subsidiaries or any of their respective associates (as defined in the Listing Rules). Placing price: The placing price is HK$0.108 per Placing Share ("Placing Price"). This price was agreed after arm's length negotiations and represents (i) a discount of approximately 13.6% to the closing price of HK$0.125 per Share quoted on the Stock Exchange on 10th March, 2000; and (ii) a discount of approximately 20% to the average closing price per Share of approximately HK$0.135 per Share as quoted on the Stock Exchange for the last ten trading days of the Shares ended on 10th March, 2000. The net proceeds of the placing of the Placing Shares (the "Placing") is required to be paid to the Company at completion of the Placing. Rights The Placing Shares will on issue rank equally with the existing Shares. Number of Shares to be placed Up to 540,000,000 new Shares are to be placed, representing approximately 16.665% of the existing issued share capital of the Company of 3,240,231,773 Shares and approximately 14.285% of the issued capital of the Company as enlarged by the Placing of 540,000,000 Shares. The Placing Shares are procured on a "best efforts" basis by the Placing Agents. The Placing is not underwritten by the Placing Agents. If not all of the 540,000,000 Placing Shares are placed, the Placing will proceed in respect of the smaller number of Shares actually placed and the Company will issue a further announcement. General Mandate: The Placing Shares will be issued pursuant to the general mandate to allot, issue and deal with Shares granted to the directors of the Company by resolution of its shareholders passed at the Company's annual general meeting held on 25th June, 1999. The issued share capital of the Company as of the date of the annual general meeting was 2,702,537,986 shares and the general mandate has not been utilised prior to entering into the Placing Agreement. Use of Proceeds The net proceeds from the Placing of approximately HK$57.5 million will be used for additional general working capital of the Group. The Group does not have any specific proposed use for the net proceeds. Condition of the Placing The Placing is conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Placing Shares ("Condition"). Completion The Placing is to be completed two business days after satisfaction of the Condition. The Placing Agreement will lapse if the Condition is not satisfied by 27th March, 2000 unless the parties agree otherwise. Accordingly, the placing is expected to be completed not later than 29th March, 2000. Assuming all the Placing Shares are placed, the aggregate percentage shareholding in the Company of the current major shareholders, Prosperous Merchant Limited (which is beneficially owned by Chan Ting Chuen, the Chairman of the Company) and Pacific Rim Capital Limited (which is beneficially owned by Ng Shuk Fong, the spouse of Chan Ting Chuen), will on completion of the Placing be reduced from 24.195% to 20.740%. Application for listing Application will be made by the Company to the Stock Exchange for the grant of the listing of and permission to deal in the Placing Shares. General The directors of the Company consider the terms of the Placing Agreement to be fair and reasonable and in the interest of the Company and the shareholders of the Company as a whole. Reason for the Placing In view of the current market conditions the directors of the Company consider that the Placing represents an opportunity to raise capital for the Company while broadening the shareholder base and the capital base of the Company. By order of the Board of Directors of Mansion Holdings Limited Cheung Fung Chiu, Augustine Director Hong Kong, 11th March, 2000