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Television Broadcasts Limited — Capital/Financing Update 2002
Aug 6, 2002
49261_rns_2002-08-06_77992dbf-5ed9-4e02-9bd9-2da707814b24.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.
YEW SANG HONG (HOLDINGS) LIMITED 耀生行(集團)有限公司 [*]
(Incorporated in the Cayman Islands with limited liability)
Letter of intent in relation to the investment in an equity interest in a company in the PRC
The Board announced that on 5 August 2002, Jetasia, an indirect wholly owned subsidiary of the Company, has entered into the legally-binding Letter of Intent with the PRC Company relating to an investment in not more than 24.9 per cent. of the enlarged equity interest of the PRC Company. The PRC Company and its beneficial owners are independent third parties not connected with the Company, directors, chief executive, substantial shareholders of the Company or its subsidiaries or their respective associates (as defined in the Listing Rules). In May 2002, the PRC Company was granted with a new business licence which permits the PRC Company to engage in a variety of investment management services including, inter alia, fund and asset management services, trust services and financial advisory services.
Further announcement will be made by the Company as and when appropriate.
The proposed transaction may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.
THE LETTER OF INTENT
On 5 August 2002, Jetasia has entered into the Letter of Intent with the PRC Company relating to an investment in not more than 24.9 per cent. of the enlarged equity interest of the PRC Company. The PRC Company and its beneficial owners are independent third parties not connected with the Company, directors, chief executive, substantial shareholders of the Company or its subsidiaries or their respective associates (as defined in the Listing Rules). Currently, the Group has no interest in the PRC Company. As Jetasia intends to invest in not more than 24.9 per cent. of the enlarged equity interest of the PRC Company, it is expected that the PRC Company will not be treated as a subsidiary in the financial statements of the Company if the Proposed Investment proceeds.
Pursuant to the Letter of Intent, Jetasia agreed to pay a deposit of HK$12,000,000 to the escrow account of an overseas representative of the PRC Company within seven days from the date of the Letter of Intent. The payment of the deposit will be financed by the internal resources of the Company.
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YEW SANG HONG – ANNOUNCEMENT 6TH AUGUST, 2002
Upon the payment of the deposit, Jetasia has the right to appoint the accountants or other relevant parties to carrying out a financial due diligence review and assessment on the PRC Company. The financial due diligence report shall be completed within three months from the date of the Letter of Intent. The PRC Company agreed to grant an exclusive right to Jetasia for a period of three months from the date of the Letter of Intent for the purpose of the negotiation of the terms of the Proposed Investment and the financial due diligence review and assessment on the PRC Company, after which the exclusive right will lapse. Jetasia shall determine whether to proceed with the Proposed Investment within six months from the date of the Letter of Intent.
Subject to Jetasia confirming not to proceed with the Proposed Investment, the PRC Company agreed to return the deposit of HK$12,000,000 together with interest calculated at an interest rate of 1.5 per cent. per annum to Jetasia within 15 days upon the receipt of the written notice from Jetasia, after which the Letter of Intent shall be treated as automatically lapsed.
Subject to Jetasia confirming to proceed with the Proposed Investment, the parties shall enter into the Capital Injection Agreement within one month from the date of such confirmation. The final terms of the Capital Injection Agreement have yet to be negotiated and finalised.
For the purpose of capital injection by Jetasia, the PRC Company agreed to return the deposit of HK$12,000,000 together with interest calculated at an interest rate of 1.5 per cent. per annum to Jetasia within 15 days upon the receipt of the written notice from Jetasia, after which the Letter of Intent shall be treated as automatically lapsed.
INFORMATION ON THE PRC COMPANY
The PRC Company was established in 1992 in the PRC with limited liability. Subsequent to a series of capital reorganisation, the registered capital of the PRC Company was increased to RMB307,000,000 in 2002. In May 2002, the PRC Company was granted by the Administration of Industry and Commerce of Ningbo City, the PRC with a new business licence which permits the PRC Company to engage in a variety of investment management services including, inter alia, fund and asset management services, trust services and financial advisory services.
REASONS FOR THE INVESTMENT
The Group is principally engaged in electrical engineering contracting business, electrical equipment and materials trading business and diesel generating sets trading business in Hong Kong and the PRC and provision of corporate consultancy services and securities brokage services in Hong Kong.
As mentioned in the 2002 annual report of the Company, the Directors have always been exploring investment opportunities in the PRC for the Group with an objective to capture any business potential arising as a result of the growing economy of the PRC. To diversify the business portfolio of the Group, the Company has established certain companies to engage in corporate and business consultancy and securities businesses. In anticipation of the upsurge of investment activities in the capital market of the PRC after the accession of the PRC into the World Trade Organisation, the Directors believe that the Proposed Investment represents an excellent opportunity for the Company to invest in an unique business with vast market potential.
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YEW SANG HONG – ANNOUNCEMENT 6TH AUGUST, 2002
GENERAL
Subject to the terms of the Capital Injection Agreement, it is expected that the Proposed Investment may constitute a notifiable transaction of the Company under the Listing Rules. Further announcement will be made by the Company as and when appropriate.
The proposed transaction may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.
DEFINITIONS
- “Board”
the board of Directors
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“Capital Injection the capital injection agreement to be entered into between Jetasia and the Agreement” PRC Company in relation to the Proposed Investment
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“Company” Yew Sang Hong (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are currently listed on and dealt in the Stock Exchange
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“Director(s)” the director(s) of the Company
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“Group” the Company and its subsidiaries
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“Jetasia” Jetasia Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability and is indirectly wholly owned by the Company
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“Letter of Intent” a legally binding letter of intent dated 5 August 2002 entered into between Jetasia and the PRC Company in relation to the Proposed Investment
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“PRC” the People’s Republic of China
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“PRC Company” 寧波市金港信托投資有限責任公司, a company incorporated in the PRC with limited liability
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“Proposed Investment” the proposed investment in not more than 24.9 per cent. of the enlarged equity interest of the PRC Company
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“Stock Exchange” The Stock Exchange of Hong Kong Limited
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YEW SANG HONG – ANNOUNCEMENT 6TH AUGUST, 2002
Hong Kong dollars, the lawful currency of Hong Kong
| “HK$” | Hong Kong dollars, the lawful currency of |
|---|---|
| “RMB” | Renminbi, the lawful currency of the PRC |
By Order of the Board Yew Sang Hong (Holdings) Limited Lai Sai Sang Chairman
Hong Kong, 6 August 2002
- For identification purpose only
Please also refer to the published version of this announcement in The Standard.
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YEW SANG HONG – ANNOUNCEMENT 6TH AUGUST, 2002