Weiye Holdings Limited — M&A Activity 2000

Jan 21, 2000

Listed Company Information

UNITED POWER<0674> - 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. UNITED POWER INVESTMENT LIMITED (incorporated in Bermuda with limited liability) (the "Company") Conditional cash offer by Worldsec International Limited on behalf of World Possession Assets Limited (the "Offeror") to acquire all the issued shares of the Company ("Shares") other than those already owned or to be acquired by the Offeror or parties acting in concert with it (the "Offer") Copies of the Offeree Document in relation to, inter alia, the Offer will be despatched on 21st January, 2000. Shareholders should review the Offeree Document before taking any action with regard to their holdings of Shares. The pro forma statement of adjusted consolidated net tangible assets of the Group and the unaudited consolidated results of the Group for the eight months ended 30th November, 1999 contained in the Offeree Document are set out below. Reference is made to the joint announcement of the Company and the Offeror dated 20th December, 1999 in respect of the Offer ("Joint Announcement"). Despatch of offeree document The board of the Company (the "Board") announces that copies of the offeree document of the Company (the "Offeree Document") containing, inter alia, (i) the letter from the Board; (ii) the letter from the independent board committee of the Company; (iii) the letter from the independent financial adviser, Asia Financial Capital Limited, in connection with the Offer will be despatched to the shareholders of the Company ("Shareholders") on 21st January, 2000. Shareholders should review the Offeree Document before taking any action with regard to their holdings of Shares. The Offer shall become or be declared unconditional if the Offeror receives acceptances of the Offer which together with the Shares already owned or to be acquired by the Offeror or parties acting in concert with it holding in aggregate more than 50 per cent. of the voting rights of the Company on or before the first closing date of the Offer on 28th January, 2000. Then, the Offer shall remain open for acceptances until 11th February, 2000. If the Offer cannot become or be declared unconditional by 28th January, 2000 and is not revised or extended, the Offer will lapse. As stated in the offer document issued by the Offeror on 7th January, 2000, the Offeror does not intend to extend the time for acceptance of the Offer but reserves the right to do so. Unaudited financial information The Offeree Document also contains the pro forma statement of adjusted consolidated net tangible assets of the Company and its subsidiaries (the "Group") and the unaudited consolidated results of the Group for the eight months ended 30th November, 1999, which are as follows: Pro forma statement of adjusted consolidated net tangible assets of the Group HK$'000 Audited consolidated net tangible assets of the Group as at 31st March, 1999 54,770 (Note 1) Unaudited interim loss of the Group for the six months ended 30th September, 1999 (12,552) Unaudited consolidated loss attributable to Shareholders for the two months ended 30th November, 1999 (5,784) Unaudited consolidated loss attributable to Shareholders for the eight months ended 30th November, 1999 based on the Group's consolidated management accounts (18,336) (Note 2) Net proceeds from the placing of 152 million Shares in December 1999 22,686 Surplus arising from the revaluation of property interests of the Group 12,787 -------- Adjusted unaudited consolidated net tangible assets of the Group 71,907 ======== Adjusted unaudited consolidated net tangible asset value per Share, based on 912,000,000 Shares in issue as at 18th January, 2000 HK$0.079 ======== Audited consolidated net tangible asset value per Share as at 31st March, 1999, based on 760,000,000 Shares in issue as at that date HK$0.072 ======== Notes: (1) The Company has acted as a guarantor to its associated company under the warranty as detailed in note (25) to the Group's accounts for the year ended 31st March, 1999 set out on page 51 of the Offeree Document. Such warranty may or may not be breached and if breached, the Directors are of the view that as at 18th January, 2000 (the "Latest Practicable Date"), the maximum exposure of the Group under such warranty would reduce the Group's net tangible assets by approximately HK$14 million to approximately HK$58 million which represents the reduction of the adjusted unaudited consolidated net tangible asset value per share to HK$0.063 as at the Latest Practicable Date. (2) The auditors of the Company have reviewed the unaudited management account of the Company for the eight months ended 30th November, 1999 and issue a letter to the Company. It is stated in the letter that as the scope of their review procedures with respect to the said unaudited management accounts was limited and did not constitute an audit in accordance with auditing standards generally accepted in Hong Kong, they are unable to express an opinion on: (i) the appropriateness of the provision of HK$84,037,225 against trade receivables of HK$84,037,225 brought forward from 31st March, 1999 and carried forward as at 30th November, 1999; and (ii) the existence of fundamental uncertainties with respect to the going concern basis adopted by the Directors for the preparation of the said unaudited management accounts. The said letter is set out on pages 53 and 54 of the Offeree Document. Unaudited consolidated results of the Group for the eight months ended 30th November, 1999 For the eight months ended 30th November 1999 HK$'000 Turnover 67,437 ====== Operating loss before taxation 8,893 Share of losses of associated companies 9,307 ------ Loss before taxation 18,200 Taxation 136 ------ Loss attributable to the Shareholders 18,336 ====== Appointment of new directors Mr. Sy Ching Tang, Timothy, Mr. Kwan Ming Kau, Cary, Ms. Ma Shuk Kam and Mr. Cheng Kai Sum will be appointed as executive directors of the Company and Mr. Chung Siu Wah and Ms. Lin Wai Yi, Deca will be appointed as independent non-executive directors of the Company all with effect from 22nd January, 2000. By order of the Board United Power Investment Limited Cheung Kam Wong Chairman Hong Kong, 20th January, 2000 The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, 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, the omission of which would make any statement in this announcement misleading.