WH Group Limited — M&A Activity 2001

Aug 10, 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.

CAPITAL STRATEGIC INVESTMENT LIMITED	PREMIUM LAND LIMITED
(incorporated in Bermuda with limited liability)	(incorporated in Bermuda with limited liability) (formerly known as Sing Pao Media Group Limited)

UNCONDITIONAL CASH OFFER BY KINGSWAY SW SECURITIES LIMITED

on behalf of

UPLAND PROFITS LIMITED

(incorporated in British Virgin Islands with limited liability)

a wholly-owned subsidiary of

CAPITAL STRATEGIC INVESTMENT LIMITED

to acquire all the issued shares of HK$0.05 each

(other than those already owned by

Upland Profits Limited or parties acting in concert with it) of

PREMIUM LAND LIMITED

RESIGNATION OF DIRECTORS

Financial adviser to Capital Strategic Investment Limited	Financial adviser to Premium Land Limited
KINGSWAY CAPITAL LIMITED

The latest time for acceptance of the Offer was 4:00 p.m. on 9th August, 2001 and the Offer will close at 9:30 a.m. on 10th August, 2001. As at 4:00 p.m. on 9th August, 2001, the Offeror has received 23,684,989 valid acceptances of Shares, representing approximately 7.6% of the issued share capital of the Company. Taking into account the valid acceptances of the Offer in respect of those 23,684,989 Shares and subject to the due transfer of the Shares to the Offeror, and the exercise of the option pursuant to Option Agreement 1 to acquire 28,165,247 Shares by Mr. Lim Eng Hock, Peter, the Offeror, Capital Strategic, and the parties acting in concert with any one of them will be interested in 183,288,058 Shares, representing approximately 58.6% of the issued share capital of the Company, and the public shareholders will hold approximately 41.4% of the issued share capital of the Company immediately after closing of the Offer.

It is the intention of the Offeror that the listing of the Shares on the Stock Exchange be maintained. As the public float of the Shares is approximately 41.4% of its existing issued share capital, the Company has an adequate public float of the Shares for the purpose of the Listing Rules.

With effect from 10th August, 2001, the closing date of the Offer, Dr. Lee Peng Fei, Allen, Mr. Cheung Kwok Wah, Mr. Tong Chin Shing, Mr. Tsang Chi Wai, Eric, Mr. Wong Lai Shun, Benny, Mr. Tse Wan Chung, Philip and Ms. Alice Choi will resign as directors of the Company.

Reference is made to the offer document dated 11th July, 2001 which was issued by the Offeror (the “Offer Document”), the announcement of Capital Strategic dated 10th July, 2001 in relation to, inter alia, the despatch of the Offer Document, the announcement of the Company dated 24th July, 2001 in relation to, inter alia, the despatch of the Offeree Document, and the joint announcement of Capital Strategic and the Company dated 26th July, 2001. Terms defined in the Offer Document shall have the same meanings herein unless the context otherwise requires.

CLOSING OF THE OFFER AND ACCEPTANCE LEVELS

The latest time for acceptance of the Offer was 4:00 p.m. on 9th August, 2001 and the Offer will close at 9:30 a.m. on 10th August, 2001. As at 4:00 p.m. on 9th August, 2001, the Offeror has received 23,684,989 valid acceptances of Shares, representing approximately 7.6% of the issued share capital of the Company.

Remittances in respect of the valid acceptances of the Offer will be/has been posted to the relevant Shareholders by ordinary post at their own risk within 10 days following the date on which the Shares have been tendered in acceptance of the Offer.

EXERCISE OF OPTION

As mentioned in the Offer Document, the Offeror entered into two option agreements on 18th May, 2001. On 31st July, 2001, Mr. Lim Eng Hock, Peter, an independent third party investor not connected with Capital Strategic, the directors, chief executive, substantial shareholders of Capital Strategic or any of its subsidiaries and/or any of their respective associates, exercised the option pursuant to Option Agreement 1 in full and acquired 28,165,247 Shares, representing approximately 9% of the issued share capital of the Company, at a price of HK$1.10 per Share.

PUBLIC FLOAT OF THE SHARES

Upon the completion of the Agreement on 9th July, 2001, the Offeror, Capital Strategic and parties acting in concert with any one of them became interested in 187,768,316 Shares, representing approximately 60% of the issued share capital of the Company. Taking into account the valid acceptances of the Offer in respect of the 23,684,989 Shares and subject to due transfer of the Shares to the Offeror, and the exercise of the option pursuant to Option Agreement 1 to acquire 28,165,247 Shares by Mr. Lim Eng Hock, Peter, the Offeror, Capital Strategic and parties acting in concert with any one of them will be interested in 183,288,058 Shares, representing approximately 58.6% of the issued share capital of the Company immediately after closing of the Offer.

The table below sets out the shareholding structure of the Company immediately upon the closing of the Offer and the above mentioned due transfer of the Shares to the Offeror:

	Number of Shares	Approximate Percentage
The Offeror, Capital Strategic and parties acting in concert in any one of them	183,288,058	58.6%
Public	129,659,136	41.4%
	312,947,194	100.0%

MAINTAINING THE LISTING OF THE COMPANY

It is the intention of the Offeror that the listing of the Shares on the Stock Exchange be maintained. As the public float of the Shares is approximately 41.4% of its existing issued share capital, the Company has an adequate public float of the Shares for the purpose of the Listing Rules.

RESIGNATION OF DIRECTORS

With effect from 10th August, 2001, the closing date of the Offer, Dr. Lee Peng Fei, Allen, Mr. Cheung Kwok Wah, Mr. Tong Chin Shing, Mr. Tsang Chi Wai, Eric, Mr. Wong Lai Shun, Benny, Mr. Tse Wan Chung, Philip and Ms. Alice Choi will resign as directors of the Company. The board of directors of the Company would like to take this opportunity to express its thanks to the above mentioned directors for their valuable contribution to the Company during their terms of office.

By order of the board
Capital Strategic Investment Limited
Choo Yeow Ming Executive Chairman

By order of the board
Premium Land Limited
Ma Wai Man, CatherineExecutive DirectorHong Kong, 9th August, 2001

The directors of Capital Strategic jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to Premium Land Limited) 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 (other than those relating to Premium Land Limited) not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of Premium Land Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to Capital Strategic) 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 (other than those relating to Capital Strategic) not contained in this announcement, the omission of which would make any statement in this announcement misleading.