Sieht gut aus für Pearl, ich glaube ich steige Mo. noch ein falls das noch geht.
SHARE TRANSACTION
The directors (the "Directors") of the Company announce that a conditional
agreement (the "Agreement") was entered into on 17 February 2000 between
U-Tech Enterprises Limited (the "Vendor") and Cyberbank Corporation
Limited (the "Purchaser") for the acquisition (the "Acquisition") of
entire issued share capital in Speed-Tech Investments Group Limited
("Speed-Tech") together with the Shareholder's Loan (as defined in
paragraph 3(ii) below) due to the Vendor for a consideration of
HK$280,350,000 (the "Consideration").
The Consideration will be paid in full by the issue of a total of
630,000,000 new shares of HK$0.10 each in the capital of the Company at an
issue price of HK$0.445 per share.
Speed-Tech has entered into a joint venture agreement (the "ZOL
Agreement") (details referred to in section B) with ZOL Founders (as
defined below) whereby ZOL Founders and Speed-Tech have agreed to set up a
50-50 joint venture company, namely ZhongGuanCun Online Corporation ("ZOL
Corporation") and that ZOL Founders will transfer the ZOL Companies (as
defined in section B) into ZOL Corporation. Pursuant to the ZOL Agreement,
ZOL Corporation will continue the existing business operation of the ZOL
Companies to further develop the Internet platform for information
technology ("IT") products e-commerce and position to become the largest
electronic trading network in the Mainland China.
A. CONDITIONAL SHARE SALE AND PURCHASE AGREEMENT (the "Agreement")
1. Date of the Agreement
17 February 2000.
2. Parties
(i) the Vendor * U-Tech Enterprises Limited, holding 100 shares of
US$1.00 each, representing the entire issued capital of Speed-Tech. The
Vendor and its shareholder are independent third parties not connected
with the Company, any of its subsidiaries, the directors, chief executives
and substantial shareholders of the Company or any of its subsidiaries or
any of their respective associates (as defined under the Rules (the
"Listing Rules") Governing the Listing of Securities on the Stock
Exchange); and
(ii) the Purchaser * Cyberbank Corporation Limited, is an indirect
wholly-owned subsidiary of the Company incorporated in the Cayman Islands.
3. Assets to be acquired
(i) A total of 100 shares of US$1.00 each, being the entire issued
capital of Speed-Tech; and
(ii) the interest-free shareholder's loan (the "Shareholder's
Loan") with no fixed term of repayment advanced and to be advanced by the
Vendor to Speed-Tech up to the date of Completion (as defined in paragraph
5 below). The face value of the Shareholder's Loan as at the date of the
Agreement was approximately US$200,000, equivalent to approximately
HK$1,550,000 (US$1.00: HK$7.75).
4. Consideration
The consideration of the Acquisition is HK$280,350,000 which is to be paid
in full by the issue and allotment by the Company of 630,000,000 new
shares of HK$0.10 each (the "Consideration Shares") credited as fully paid
at an issue price of HK$0.445 per share. The issue price represents (i) a
discount of approximately 1.11% to the closing price of HK$0.450 per share
as quoted on the Stock Exchange as at 17 February 2000; and (ii) a premium
of 1.48% and 3.25% to the 10-day average closing price of HK$0.438 per
share and 5-day average closing price of HK$0.431 per share up to and
including 17 February 2000 respectively. The issue price was determined by
reference to the closing bid price of the Shares of HK$0.445 on 17
February 2000.
The Consideration Shares represent respectively approximately 4.72% and
4.50% of the existing and the enlarged issued share capital of the Company
upon Completion and will be issued subject to the passing of an ordinary
resolution by the Company's shareholders at a special general meeting to
approve the issue of the Consideration Shares. The Consideration Shares
will rank equally in all respects with the existing shares of the Company
in issue at the date of Completion. Application will be made to the Stock
Exchange for the listing of, and permission to deal in, the Consideration
Shares.
The Consideration was determined after arm's length negotiations with the
Vendor. The Directors have also taken into account, besides the financial
statements of Speed-Tech and the ZOL Companies, the Net Asset Value
Guarantee (referred to in paragraph 7), the business track records and the
high growth trend (see table in section B) of the operation of the ZOL
Companies, the quality and popularity of their well established websites;
an extensive IT product suppliers network together with their professional
personnel. Considering also the huge potential envisaged in the
development of the Internet platform for IT products e-commerce based on
the existing well established fundamentals of the ZOL Companies and the
high growth potential of the China IT industry as well as the
price/revenue ratio ("P/R") of 2.1 after making comparison to a few
leading Internet companies with e-commerce operations (e.g. Amazon
P/R=14.69; ebay P/R=81), the Directors are in the opinion that the
Consideration and the terms of the Acquisition are fair and reasonable and
in the interest of the Company and its shareholders.
5. Completion
Completion will take place on the third business day after the date on
which all the Conditions (as stated below) are fulfilled or waived by the
Purchaser. The Conditions must be fulfilled or waived within 120 days from
the date of the Agreement (i.e. on or before 16 June 2000) or such later
date as the Purchaser may agree.
6. Conditions
Completion is conditional upon the following Conditions being satisfied or
waived by the Purchaser on or prior to Completion:
a. the due diligence exercise to be carried out by the Purchaser
on the assets, liabilities, business and prospects of Speed-Tech, ZOL
Corporation, ZOL Companies and the ZOL Agreement, being satisfactory to
the Purchaser and also having revealed no fact or matter or thing which
renders any of the Warranties untrue, misleading or incorrect in any
respect;
b. the Vendor having produced written evidence to the Purchaser
that the ZOL Agreement shall have been duly completed in accordance with
its terms;
c. the shareholders of the Company passing a resolution at a
special general meeting to approve the issue of the Consideration Shares;
and
d. the granting by the Listing Committee of the Stock Exchange of
the listing of, and permission to deal in, the Consideration Shares to be
issued by the Company upon the completion of the Agreement;
7. Net Asset Value Guarantee
The Vendor has guaranteed and undertaken to the Purchaser that the share
in the net asset value of ZOL Corporation by Speed-Tech upon Completion
will not be less than US$2,600,000, equivalent to approximately
HK$20,150,000. If such amount is less than US$2,600,000, the Vendor will
pay to the Purchaser in cash an amount equal to the shortfall within 7
days upon demand of the Purchaser. The unaudited combined net asset value
of the ZOL Companies as at 31 December 1999 was approximately RBM10.6
million, equivalent to approximately HK$9.91 million. There is no
provision for adjustment to the Consideration in the event the share in
net asset value is more than US$2,600,000.
B. INFORMATION ON SPEED-TECH AND ZOL AGREEMENT
Speed-Tech was incorporated in the British Virgin Islands in 2000 so no
financial information has been prepared. Its sole purpose and the only
contract is the ZOL Agreement entered on 14 February 2000 with Messrs.
Zhao Lei, Li Kai, Hang Hongbo and Pan Wen (collectively referred as the
"ZOL Founders") who are the founders of three companies established in
China, namely Beijing ZhongGuanCun On Line Digital Info-Tech Co.,
Ltd.("ZOL On Line"), Beijing Shijijingwei Network Engineering & Tech Co.,
Ltd. ("Shijijngwei") and Beijing City Ba Yi Space Computer Technology Co.,
Ltd. ("Ba Yi Space") (collectively referred to as the "ZOL Companies").
The ZOL Founders are independent third parties not connected with the
Company, any of its subsidiaries, the directors, chief executives and
substantial shareholders of the Company or any of its subsidiaries or any
of their respective associates (as defined under the Listing Rules).
Pursuant to the ZOL Agreement, Speed-Tech and the ZOL Founders agreed to
set up ZOL Corporation of which each of the two parties will hold 50%
equity interests. The ZOL Founders will transfer all the interests in the
ZOL Companies to ZOL Corporation and re-registered them as wholly owned
foreign enterprises or in such manner permitted under the PRC laws. During
the process of due diligence, legal advice and confirmation will be sought
on the relevant regulatory approval for the aforesaid transfer of the ZOL
Companies and foreign participation in the business of the ZOL Companies.
ZOL On Line is currently engaging in provision of comprehensive IT news
and information while Shijijingwei provides services of computer network
solutions, technical consultancy and development of computer technology.
Ba Yi Space focuses on sales of computer, electronic and IT products and
equipment with extensive sales outlets located in various major cities in
China and good alliance with product suppliers. ZOL On Line operates three
websites including http://www.zol.com.cn,
http://www.chinazol.com.cn and http://www.zgcnet.com.cn (the "ZOL
Websites") which are well known in China, providing comprehensive
information on IT development, IT product and equipment catalogues, new IT
products and pricing, etc. The website www.zol.com.cn was elected as one
of the Top Chinese Websites in January 2000 by the Committee of Top
Chinese Websites Election under the Ministry of Information Industry in
China. ZOL Corporation will based on the existing business and operation
of the ZOL Companies, further invest to develop an Internet platform for
IT products e-commerce through exploration of more electronic trading
channels. Given the existing leading position, ZOL Companies will
become the largest online e-commerce centre for computer and IT products
and equipment in China. The unaudited combined turnover and operating
profit before tax of the ZOL Companies are as follows:
Turnover Growth Rate Operating Profit Growth Rate
RMB'000 RMB'000
Year ended 31 December 1998 173,402 2,167
Year ended 31 December 1999 286,139 65% 4,387 102%
The Purchaser will takeover the board of directors of Speed-Tech upon
Completion. Pursuant to the ZOL Agreement, Speed-Tech and the ZOL Founders
will appoint 4 and 3 directors to the board of directors of ZOL
Corporation respectively. In view of the control of its board of
directors, ZOL Corporation will become a subsidiary of Speed-Tech and thus
a subsidiary of the Company upon Completion. ZOL Companies currently
employ approximately 150 staff. More than 70% of the employees possess
bachelor degrees. The average age level of the management is 30. The ZOL
Founders will oversee the operation, management and expansion of the
business of ZOL Corporation while the board of directors will oversee the
policy making and strategic planning functions.
C. REASONS FOR THE ACQUISITION
It is the Group's strategy and direction to increase investment in high
growth technology businesses which are Internet oriented. The Directors
believe that the transaction represents a good opportunity to participate
in the fast growing computer and IT products market as well as Internet
e-commerce in the Mainland China. ZOL Companies have already established
good fundamentals and business track records, especially in terms of the
annual growth in revenues and profits. ZOL Companies are located at
Zhongguancun which is a central district of Beijing City and is
regarded as the "Silicon Valley" in China. Given the expansion proposal of
the PRC Government to invest more than RMB200 billion to develop
Zhongguancun in the future ten years, ZOL Companies are positioned to
benefit from the development. The exponential growth of the China IT
industry will fuel the prosperous development in the business of ZOL
Corporation. The Directors believe that the Acquisition will bring
satisfactory appreciation in value of the investment and synergy to the
business portfolio of the Company.
D. SPECIAL GENERAL MEETING
The Company will convene a special general meeting in due course to
consider the passing of the ordinary resolution to approve the issue of
the Consideration Shares. A notice will be issued to the shareholders of
the Company stating details of the special general meeting and the
proposed ordinary resolution as soon as practicable. Mr Wong Kwan, the
Company's Chairman & Chief Executive, who is interested in approximately
50.06% of the issued share capital of the Company has indicated that he
will vote for the ordinary resolution at the special general meeting.
E. GENERAL INFORMATION
The Company is an investment holding company and its subsidiaries are
principally engaged in Internet, telecommunications and information
technology businesses as well as property investment and development,
hotel investment and management.
The proposed Acquisition constitutes a share transaction for the Company
under the Listing Rules.
This announcement appears for information only and does not constitute an
invitation or offer to acquire, purchase or subscribe for shares in the
Company.
F. EXCEPTIONAL MOVEMENT IN TRADING VOLUME
The Company has noted the recent increase in the turnover of the shares of
the Company and wish to state that the Company is not aware of any reasons
for such increase.
The Directors also confirm that save for the Acquisition herein mentioned,
there are no agreement relating to intended acquisitions or realisation
which are discloseable under paragraph 3 of the Listing Agreement, neither
is the Board 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 Directors who individually and jointly accept
responsibility for the accuracy of this statement.
By Order of the Board
Pearl Oriental Cyberforce Limited
Wong Kwan
Chairman and Chief Executive
Hong Kong, 17 February 2000 |
Thread abonnieren
