Snack Empire Holdings Limited — Proxy Solicitation & Information Statement 2001

Aug 3, 2001

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.

Fourseas.com Limited	Giant Glory Assets Limited
(incorporated in Bermuda with limited liability)	(incorporated in the British Virgin Islands with limited liability)

DESPATCH OF COMPOSITE DOCUMENT

RELATING TO PROPOSED FINANCIAL RESTRUCTURING OF

FOURSEAS.COM LIMITED COMPRISING CAPITAL REORGANISATION,

SUBSCRIPTION OF SUBSCRIPTION SHARES, DISPOSAL AGREEMENT,

MANAGEMENT AGREEMENT AND JOINT VENTURE DEEDS

(MAJOR AND CONNECTED TRANSACTIONS),

GENERAL MANDATE TO ISSUE NEW SHARES,

GENERAL MANDATE TO REPURCHASE NEW SHARES

AND APPLICATION FOR WHITEWASH WAIVER

AND

TIMETABLE AND TRADING ARRANGEMENTS

RELATING TO CAPITAL REORGANISATION

Financial adviser to Fourseas.com Limited

Joint financial advisers to Giant Glory Assets Limited

Core Pacific - Yamaichi Capital Limited

Despatch of Composite Document

Copies of the Composite Document issued jointly by Fourseas.com and Giant Glory dated 2nd August, 2001 in relation to the Financial Restructuring Proposal and a notice convening the Special General Meeting to approve, amongst others, the Financial Restructuring Proposal, are despatched to the Shareholders today. A letter from the Independent Board Committee setting out its advice to the Independent Shareholders and a letter of advice from an independent financial adviser setting out its opinion to the Independent Board Committee regarding, amongst others, the Financial Restructuring Proposal and the grant of the Whitewash Waiver are also contained therein.

Timetable and trading arrangements

The directors of Fourseas.com wish to remind the Shareholders of the expected timetable and the arrangements for the trading of shares in Fourseas.com.

Further information

The directors of Fourseas.com wish to provide the investing public with the latest financial information of the Fourseas.com Group adjusted to reflect the financial effect of the Financial Restructuring Proposal. Shareholders are recommended to consider the contents of the Composite Document before deciding as to how to vote at the Special General Meeting.

Unless the context otherwise requires, terms used herein shall have the same meanings as those defined in the Composite Document (as defined below).

Despatch of the Composite Document

Reference is made to the announcement dated 28th June, 2001 (the “Announcement'“) jointly issued by Fourseas.com, Giant Glory and SCIT in relation to the Financial Restructuring Proposal. The composite document (“Composite Document”) which sets out, amongst others, the details of the Financial Restructuring Proposal, the general mandates to issue and repurchase New Shares, the application for the Whitewash Waiver and a notice convening the Special General Meeting to approve, amongst others, the Financial Restructuring Proposal, the general mandates to issue and repurchase New Shares and the application for the Whitewash Waiver are despatched to the Shareholders today. A letter from the Independent Board Committee containing its advice to the Independent Shareholders and a letter of advice from an independent financial adviser containing its opinion to the Independent Board Committee regarding, amongst others, the Financial Restructuring Proposal and the grant of the Whitewash Waiver are also contained therein.

Shareholders are recommended to consider the contents of the Composite Document before deciding as to how to vote at the Special General Meeting.

Expected timetable

The directors of Fourseas.com wish to remind the Shareholders of the expected timetable as to the arrangements for trading of shares in Fourseas.com as follows:

2001

Latest time for the Shareholders to lodge forms
of proxy for the Special General Meeting …………………… 9:00 a.m. on Monday, 27th August

Special General Meeting ………………………………….. 9:00 a.m. on Wednesday,29th August

Effective Date of Capital Reorganisation ……………… after 4:00 p.m. Wednesday, 29th August

Closure of original counter for trading
in Existing Shares in board lots of 5,000
(represented by certificates for the Existing Shares) …………. 10:00 a.m. Thursday, 30th August

Establishment of temporary counter for trading
in New Shares in board lots of 500
(represented by certificates for the Existing Shares) …………. 10:00 a.m. Thursday, 30th August

First day for free exchange of certificates for the
Existing Shares for certificates for the New Shares ……………………… Thursday, 30th August

Date of completion of the Subscription Agreement
and the Disposal Agreement ……………………………………………. Monday, 3rd September

Original counter for trading in New Shares
in board lots of 5,000 re-opens
(represented by certificates for the New Shares) …………. 10:00 a.m. Thursday, 13th September

Parallel trading commences ………………………………. 10:00 a.m. Thursday, 13th September

First day of operation of odd lot trading facility ……………………… Thursday, 13th September

Closure of temporary counter for trading
in New Shares in board lots of 500
(represented by certificates for the Existing Share) …………….. 4:00 p.m. Monday, 8th October

Parallel trading ends …………………………………………….. 4:00 p.m. Monday, 8th October

Last day of operation of odd lot trading facility …………………………… Monday, 8th October

Last day for free exchange of certificates for
the Existing Shares for certificates for the New Shares …………………. Thursday, 11th October

Share certificates and trading arrangements

(a) Parallel trading

Subject to the Capital Reorganisation becoming effective, dealings in the New Shares are expected to commence on 30th August, 2001. Upon the Capital Reorganisation becoming effective, all certificates for the Existing Shares will be replaced with certificates for the New Shares for the purposes of trading in the market. It is intended that the board lot for trading in the New Shares on the Stock Exchange will remain unchanged at 5,000 New Shares.

Under the Financial Restructuring Proposal, certificates for the Existing Shares in issue before the Effective Date will continue to be effective as documents of title and continue (up to Monday, 8th October, 2001) to be valid for trading, settlement and delivery purposes, for one tenth of that number of New Shares. Parallel trading arrangements have been established with the Stock Exchange and parallel trading will be permitted from 10:00 a.m. on Thursday, 13th September, 2001 to 4:00 p.m. on Monday, 8th October, 2001, both dates inclusive, at the counters detailed in (i) and (ii) below:

(i) At 10:00 a.m. on Thursday, 30th August, 2001, a temporary counter for trading in New Shares in board lots of 500 (represented by certificates for the Existing Shares) will be established. Certificates for the Existing Shares can only be traded at this counter as from that date. Every certificate for the Existing Shares will be valid for trading, settlement registration and delivery purposes for trading transacted at this counter for one tenth of that number of the New Shares. The original counter for trading in the Existing Shares in board lots of 5,000 will be temporarily closed with effect from 10:00 a.m. on Thursday, 30th August, 2001; and

(ii) with effect from 10:00 a.m. on Thursday, 13th September, 2001, the original counter for trading in the Existing Shares in board lots of 5,000 will be re-established as a counter for trading in the New Shares in board lots of 5,000. Only certificates for the New Shares can be traded at this counter.

The temporary counter for trading in the New Shares in board lots of 500 (represented by certificates for the Existing Shares) will be removed after the close of business on 8th October, 2001. Thereafter trading will only be in the New Shares in board lots of 5,000 and certificates for the Existing Shares will cease to be valid for trading and settlement purposes but will remain effective as documents of title.

After Wednesday, 29th August, 2001, only certificates for the New Shares will be issued. Shareholders may from 9:00 a.m. on Thursday, 30th August, 2001 to 4:00 p.m. on Thursday, 11th October, 2001 submit the certificates for the Existing Shares to Fourseas.com's branch share registrar in Hong Kong, Secretaries Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, in respect of the Existing Shares in exchange, free of charge, for certificates for the New Shares. During this period, it is expected that certificates for the New Shares will be ready within ten working days from the submission of certificates for the Existing Shares.

After 11th October, 2001, certificates for the Existing Shares will be accepted for exchange for certificates for the New Shares only on payment of a fee of HK$2.50 for each certificate (or such higher amount as may from time to time be allowed by the Stock Exchange). It is expected that certificates for the New Shares will be available to the Shareholders within ten working days from the submission of certificates for the Existing Shares.

(b) Arrangement for odd lot trading

In order to alleviate the difficulties of trading in odd lots of New Shares as a result of the Share Consolidation, Fourseas.com has appointed Dao Heng Securities to provide matching services to Shareholders who wish to dispose of or top up their odd lots of the New Shares to board lots of 5,000, at their own cost, during the period from Thursday, 13th September, 2001 to Monday, 8th October, 2001. Shareholders who wish to take advantage of this facility may through their broker contact Ms. Priscilla Cheung at Dao Heng Securities at 12/F., The Center, 99 Queen's Road Central, Hong Kong (Tel: 2218 2910) during such period. Holders of the New Shares in odd lots should note that successful matching of the sale and purchase of odd lots of the New Shares is not guaranteed.

Shareholders are recommended to consult their own professional advisers if they are in any doubt about the facility described above.

Further information

The following statement of proforma adjusted consolidated net tangible assets of the Fourseas.com Group upon completion of the Financial Restructuring Proposal is based on the audited consolidated net tangible assets of the Fourseas.com Group as at 31st December, 2000 and adjusted to reflected the financial effects of the Financial Restructuring Proposal:

			HK$'000
Audited consolidated net tangible assets as at 31st December, 2000			20,319
Add:	Indemnity against potential losses of an associate (Note 1)		4,445
Add:	Gross proceeds from the issue of the Subscription Shares pursuant to the Financial Restructuring Proposal		70,000
Less:	Deficit on revaluation of investment properties and leasehold land and buildings (Notes 2 and 3)		(92,700)
Less:	Loss on disposal of subsidiaries (Note 3)		(4,943)
Proforma adjusted consolidated net tangible assets upon completion of the Financial Restructuring Proposal			(2,879)

Notes:

1. In accordance with the Subscription Agreement, SCIT unconditionally and irrevocably undertakes with Fourseas.com that it will assume and be responsible for and indemnify Fourseas.com for all the liabilities of Fourseas.com as at the completion of the Subscription Agreement (other than the Shareholders' Loan) which SCIT has undertaken to be responsible under the Subscription Agreement. As a result, the provision for losses in respect of a guarantee for the banking facility granted to an associate of Fourseas.com is reversed pursuant to the undertaking of Guarantees given by SCIT in the Subscription Agreement.

2. The deficit on revaluation of property interests is based on the valuation carried out by an independent property valuer, Sallmanns, chartered surveyor on the Fourseas.com Group's investment properties and leasehold land and buildings as at 30th June, 2001, the report of which is set out in Appendix II to the Composite Document.

3. The sum of loss on disposal of subsidiaries of approximately HK$4.9 million and the deficit on revaluation of investment properties and leasehold land and buildings of approximately HK$92.7 million is equivalent to the deficit of approximately HK$97.6 million arising from the revaluation of property interests and the Disposal based on the preliminary valuation as stated in sub-section headed “Effect on the income statement of the Fourseas.com Group” in the letter from the Board contained in the Composite Document.

By Order of the Board
Fourseas.com Limited
Yuen Kam Tim, FrancisCompany Secretary

By Order of the Board
Giant Glory Assets Limited
He XuechuDirectorHong Kong, 2nd August, 2001

The directors of Fourseas.com jointly and severally accept full responsibility for the accuracy of the information (other than that relating to Giant Glory and its directors) contained in this announcement and confirm, having made all reasonable inquires, that to the best of their knowledge, the 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 (other than that relating to Giant Glory and its directors), the omission of which would make any statement in this announcement misleading.

The directors of Giant Glory jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Fourseas.com Group and their respective directors) contained in this announcement and confirm, having made all reasonable inquires, that to the best of their knowledge, the 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 (other than that relating to the Fourseas.com Group and their respective directors), the omission of which would make any statement in this announcement misleading.