WH Group Limited — M&A Activity 2000

Jan 25, 2000

Listed Company Information

HUEY TAI INT'L<0164> - 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 in this announcement. HUEY TAI INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability) DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY INTERESTS The board of directors of Huey Tai announces that on 24th January 2000, conditional sale and purchase agreements were entered into between Magic Winner and Conwest respectively with the Purchaser. Pursuant to the Magic Winner Agreement, Magic Winner has agreed to sell to the Purchaser the MB Share and to assign all its rights and benefits in the MB Loan. Pursuant to the Conwest Agreement, Conwest has agreed to sell to the Purchaser the WS Share and to assign all its rights and benefits in the WS Loan. The sole assets of Max Base are its indirect interests in the First Property. The sole assets of World Success are its indirect interests in the Second Property. The Disposal constitutes a discloseable transaction of Huey Tai under the Listing Rules. Huey Tai will send to its shareholders a circular containing details of the Disposal as soon as practicable. 1. DISPOSAL 1.1 Details of the Magic Winner Agreement Date: 24th January 2000 Vendor: Huey Tai, through its indirect wholly-owned subsidiary, Magic Winner Purchaser: Fan Sheng Profits Limited, an indirect wholly-owned subsidiary of NW Assets sold: MB Share, representing the entire issued share capital of Max Base and MB Loan As at 30th December 1999, MB Loan is approximately HK$218,000,000 Activities of Max Base: The sole assets of Max Base are its indirect interests through its wholly-owned subsidiary in the First Property. The book value of the First Property is approximately HK$168,000,000. The losses for the year ended 31st March, 1999 and 31st March, 1998 attributable to the First Property were approximately HK$10,430,000 and HK$691,000 respectively. Consideration and Payment: HK$218,565,340.80, which shall be paid in the following manner: (a) a deposit of HK$65,569,000 has been paid by the Purchaser to Magic Winner upon the signing of the Magic Winner Agreement; and (b) the balance of the consideration shall be paid by the Purchaser to Magic Winner upon completion Conditions: Completion of the Magic Winner Agreement is conditional upon the following conditions: (a) all necessary approvals and consents (including those if required by relevant regulatory authority) in respect of the Magic Winner Agreement and the implementation thereof required by each of the parties thereto being obtained; (b) Magic Winner having given and shown the good title to the First Property in accordance with Section 13 of the Conveyancing and Properties Ordinance, Cap. 219 of the Laws of Hong Kong; and (c) Magic Winner having obtained vacant possession of the First Property Completion: Completion is expected to take place on or before 21st March 2000 Information on Max Base: Max Base is a company incorporated in the British Virgin Islands with limited liability on 23rd March 1999 and is at present a direct wholly-owned subsidiary of Magic Winner, which in turn is indirectly wholly owned by Huey Tai 1.2 Details of the Conwest Agreement Date: 24th January 2000 Vendor: Asean, through its indirect wholly-owned subsidiary, Conwest Purchaser: Fan Sheng Profits Limited, an indirect wholly-owned subsidiary of NW Assets sold: WS Share, representing the entire issued share capital of World Success and WS Loan As at 30th December 1999, WS Loan amounted to approximately HK$108,000,000 Activities of World Success: The sole assets of World Success are its indirect interests through its wholly-owned subsidiaries in the Second Property. The book value of the Second Property is approximately HK$129,000,000. No profit was recorded for the preceding two years. Consideration and Payment: HK$109,282,674.80, which shall be paid in the following manner: (a) a deposit of HK$32,784,800 has been paid by the Purchaser to Conwest upon the signing of the Conwest Agreement; and (b) the balance less a sum of HK$5,000,000, being the stakeholder money held by Conwest's solicitors as security for delivery of vacant possession of the remaining 2 residential units and 2 carparking spaces of Park Villa to the Purchaser which shall take place on or before 30th June 2000, shall be paid by the Purchaser to Conwest upon completion. Conditions: Completion of the Conwest Agreement is conditional upon the following conditions: (a) all necessary approvals and consents (including those if required by relevant regulatory authority) in respect of the Conwest Agreement and the implementation thereof required by each of the parties thereto being obtained; (b) Conwest having given and shown the good title to the Second Property in accordance with Section 13 of the Conveyancing and Properties Ordinance, Cap. 219 of the Laws of Hong Kong; (c) completion of the purchase from the existing owner, who is an independent third party, of the remaining residential unit and carparking space of Park Villa by World Success's indirect wholly-owned subsidiary; and (d) Conwest having obtained vacant possession of the Second Property except the remaining 2 residential units and 2 carparking spaces. Completion: Completion is expected to take place on or before 21st March 2000 Information on World Success: World Success is a company incorporated in the British Virgin Islands with limited liability on 3rd March 1999 and is a direct wholly-owned subsidiary of Conwest, which in turn is indirectly wholly owned by Asean 1.3 Basis of determining consideration The consideration for the Disposal has been arrived at after arm's length negotiation between the parties and represents the value based on the directors' estimate of the proceeds of disposal of similar site in the similar location and an agreed value of Park Villa at HK$327,848,000. 1.4 Information of Park Villa Park Villa is situated at No.2 Park Road, Hong Kong which is a high class residential area in the Hong Kong Island. It consists of 27 residential units and 28 carparking spaces erected on the existing site of approximately 1228.5M2 . 1.5 Reason for the Disposal The Disposal does not have material financial impact on Huey Tai. Huey Tai will use the net proceeds of the disposal of the First Property which is expected to be about HK$218,000,000 to repay borrowings and the balance will be used for its general working capital. Asean will use the net proceeds of the disposal of the Second Property which is expected to be about HK$109,000,000 for its general working capital. 2. FURTHER INFORMATION Huey Tai is principally engaged in property investment and development, hotel owning, and securities trading and investment. The Disposal constitutes a discloseable transaction of Huey Tai under the Listing Rules. A circular containing details of the Disposal will be despatched to the shareholders of Huey Tai as soon as practicable. The board of directors of Huey Tai has noted the increase in the price and turnover of the shares of Huey Tai today and wish to state that save as disclosed herein, they are not aware of any reasons for such increases. Save as the above, the directors of Huey Tai also confirm that there are no negotiations or agreements relating to intended acquisitions or realisation which are discloseable under paragraph 3 of the Listing Agreement, neither the directors of Huey Tai are aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature. Made by the order of the board of Huey Tai the directors of which individually and jointly accept responsibility for the accuracy of this statement. Shareholders of Huey Tai and potential investors are advised to exercise caution in dealing in the shares of Huey Tai. 3. DEFINITIONS ``Asean'' Asean Resources Holdings Limited, the shares of which are listed on the Stock Exchange, and an approximately 63.68% subsidiary of Huey Tai ``Conwest'' Conwest Limited, an indirect wholly-owned subsidiary of Asean ``Conwest Agreement'' a sale and purchase agreement dated 24th January 2000 made between Conwest, Asean and the Purchaser ``Disposal'' the disposal of the entire interests in Park Villa ``First Property'' the 18 residential units and 19 carparking spaces at Park Villa beneficially owned by Huey Tai ``Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China ``Huey Tai'' Huey Tai International Limited, the shares of which are listed on the Stock Exchange ``Listing Rules'' The Rules Governing the Listing of Securities on the Stock Exchange ``Magic Winner'' Magic Winner Limited, an indirect wholly-owned subsidiary of Huey Tai ``Magic Winner Agreement'' a sale and purchase agreement dated 24th January 2000 made between Magic Winner, Huey Tai and the Purchaser ``Max Base'' Max Base Limited, a company beneficially owned by Magic Winner ``MB Loan'' the loan owing by Max Base to Magic Winner ``MB Share'' 1 share in Max Base ``NW'' New World Development Co., Ltd., the shares of which are listed on the Stock Exchange ``Park Villa'' Park Villa, No. 2 Park Road, Hong Kong ``Purchaser'' Fan Sheng Profits Limited, an indirect wholly-owned subsidiary of NW ``Second Property'' the remaining 9 residential units and 9 carparking spaces owned or to be owned beneficially by Asean ``Stock Exchange'' The Stock Exchange of Hong Kong Limited ``World Success'' World Success Limited, a company beneficially owned by Conwest ``WS Loan'' the loan owing by World Success to Conwest ``WS Share'' 1 share in World Success By Order of the Board Huey Tai International Limited Chan Boon Ho, Peter Chairman Hong Kong, 24th January 2000