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WH Group Limited M&A Activity 2001
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Download source fileThe 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 | SING PAO MEDIA GROUP LIMITED |
| (incorporated in Bermuda with limited liability) | (incorporated in Bermuda with limited liability) |
| CHINA STRATEGIC HOLDINGS LIMITED | STAR EAST HOLDINGS LIMITED |
| (incorporated in Hong Kong with limited liability) | (incorporated in Bermuda with limited liability) |
| Major transaction for Capital Strategic Investment | Major and connected transaction for Sing Pao Media and connected transaction for China Strategic Holdings |
| Acquisition of approximately 60% interest in Sing Pao Media by the acquisition of Gold Brilliant Limited, a company beneficially owned by China Strategic Holdings and Star East Holdings, and a possible unconditional offer by Kingsway SW Securities Limited, on behalf of Upland Profits Limited, for the balance of the shares in Sing Pao Media, other than the shares in Sing Pao Media already held or agreed to be acquired by Upland Profits or parties acting in concert with it | The sale by Sing Pao Media of its media interests to a company beneficially owned by China Strategic Holdings and Star East Holdings |
| Financial adviser to Capital Strategic Investment: | Financial adviser to Sing Pao Media: |
| Kingsway Capital Limited | Anglo Chinese Corporate Finance, Limited |
An application has been made to the Stock Exchange for an extension of time until 18th June, 2001 for the despatch of the circulars.
Reference is made to the joint announcement on 23rd May, 2001 in relation to, amongst other things, an acquisition of approximately 60% interest in Sing Pao Media Group Limited by the acquisition of Gold Brilliant Limited, a company beneficially owned by China Strategic Holdings Limited and Star East Holdings Limited by Upland Profits Limited, a wholly owned subsidiary of Capital Strategic Investment Limited, the disposal of the media interests by Sing Pao Media and a possible unconditional offer by Kingsway SW Securities Limited, on behalf of Upland Profits, for the balance of the shares in Sing Pao Media, other than the shares in Sing Pao Media already held or agreed to be acquired by Upland Profits or parties acting in concert with it. The proposed acquisition constitutes a major transaction for Capital Strategic Investment under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “listing rules”). The sale by Sing Pao Media of its media interests to a company owned by China Strategic Holdings and Star East Holdings constitutes a major and connected transaction for Sing Pao Media under the listing rules and a special deal under rule 25 of the Takeovers Code and a connected transaction for China Strategic Holdings.
Asia Financial Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of Sing Pao Media in relation to the disposal agreement.
International Capital Network Limited has been appointed as the independent financial adviser to advise the independent board committee of China Strategic Holdings in relation to the disposal agreement.
The respective boards of Capital Strategic Investment, Sing Pao Media, Star East Holdings and China Strategic Holdings wish to announce that given the complexity of the proposals and in particular the financial information to be contained in the circulars, the circulars cannot be completed within the time limit. Circulars are required to be despatched to the respective shareholders of Capital Strategic Investment, Sing Pao Media and China Strategic Holdings within 21 days from the date of the first joint announcement, being not later than 14th June, 2001, under the listing rules. Application has been made to the Stock Exchange for an extension of time for the despatch of the circulars and it is currently anticipated that the circulars will be despatched to the respective shareholders of Capital Strategic Investment, Sing Pao Media and China Strategic Holdings on or before 18th June, 2001.
By order of the board
Capital Strategic Investment Limited
Ma Wai Man, CatherineExecutive Director
By order of the board
China Strategic Holdings Limited
Lien Kait LongExecutive Director
By order of the board
Sing Pao Media Group Limited
Tong Chin ShingExecutive Director
By order of the board
Star East Holdings Limited
Chau Mei Wah, RosannaManaging DirectorHong Kong, 13th June, 2001
The directors of Capital Strategic Investment jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to Sing Pao Media, China Strategic Holdings and Star East Holdings and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this announcement other than those relating to Sing Pao Media, China Strategic Holdings and Star East Holdings 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.
The directors of Sing Pao Media jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to Capital Strategic Investment, China Strategic Holdings and Star East Holdings and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this announcement other than those relating to Capital Strategic Investment, China Strategic Holdings and Star East Holdings 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.
The directors of China Strategic Holdings jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to Capital Strategic Investment, Sing Pao Media and Star East Holdings and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this announcement other than those relating to Capital Strategic Investment, Sing Pao Media and Star East Holdings 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.
The directors of Star East Holdings jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to Capital Strategic Investment, Sing Pao Media and China Strategic Holdings and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this announcement other than those relating to Capital Strategic Investment, Sing Pao Media and China Strategic Holdings 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.