CHINA STRATEGIC<0235> & CHINA ONLINE<0383>-Announcement & Resumption
The Stock Exchange of Hong Kong Limited (the `Stock Exchange') 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.
CHINA STRATEGIC HOLDINGS LIMITED
(`CSH')
(Incorporated in Kong with limited liability)
CHINA ONLINE (BERMUDA) LIMITED
(`COL')
(Incorporated in Bermuda with limited liability)
On 12th October, 1999, CSH and COL have received and are
considering a non-binding conditional proposal (the `Proposal') from
an interested party for COL to carry out internet related businesses
which, if it proceeds, may be treated as a very substantial
acquistion for COL. The Proposal may or may not proceed.
Summary of the Proposal:-
1. The interested party a major internet player in
(`IP'): the Greater China region and
a third party independent of
each of CSH and COL. CSH and
COL consider it to be
premature to disclose the
name of IP or the Web site
referred to below.
2. The Proposal : COL is to acquire a basket of
assets (the `Assets') from
the IP at a consideration to
be settled by new shares and
convertible bonds of COL.
The Assets include, inter
alia, substantial ownership
of a Web site which provides
cultural, travel and business
information, ownership of
partnership which provides
e-business solutions and
other related assets. The
value of the Assets will be
determined by an independent
valuer.
3. Conditions:
These are the conditions contained in the Proposal. They may or may
not be the only conditions, if the Proposal proceeds.
(a) CSH to place out a significant portion of its existing holding upon
completion of the Proposal.
(b) The Stock Exchange not treating the Proposal as a very substantial
acquisition and a new listing application. (Based on the information
currently available to the Stock Exchange, it has indicated to CSH
and COL that it will regard the Proposal as a new listing
application.)
(c) The Securities and Futures Commission granting a waiver for a
general offer for all shares of COL.
(d) The Stock Exchange granting a permission to deal for the new shares
to be issued and to be converted from the convertible bonds of COL.
(e) There is no change in the listing status of COL.
(f) Approval by shareholders of COL, if appropriate under the Listing
Rules.
(g) All other consent necessary for the Proposal such as a consent from
joint venture partners of the IP.
4. Possible Effect on Shareholding
If CSH and COL decide to proceed with the Proposal (which they are
still considering whether or not to accept), the holding of CSH in
COL would be significantly diluted from the existing 47% and the IP
will become a major shareholder of COL. CSH would agree to dispose of
its remaining interest in COL over a period of time.
5. Further Announcement
The boards of directors of CSH and COL will further consider whether
or not to proceed with the Proposal and the main terms and conditions
of the Proposal.
Your attention is drawn to the fact that no agreement has yet been
reached between CSH, COL and the IP. The Proposal may or may not
proceed. CSH and COL will make further announcements when a decision
has been made, which is expected to be within the next couple of
weeks.
6. Resumption of Trading
Trading in the shares of CSH and COL was suspended at their
respective request from 10:00 a.m. on Wednesday, 13th October, 1999.
Application has been made to the Stock Exchange for resumption of
trading of the shares of CSH and COL from 10:00 a.m. on Thursday,
14th October, 1999.
Investors are advised to exercise extreme caution when dealing in
the shares of CSH and COL.
By Order of the Board
China Strategic Holdings Limited
Ma Wai Man, Catherine
Executive Director
By Order of the Board
China Online (Bermuda) Limited
Ma Wai Man, Catherine
Executive Director
Hong Kong, 13th October, 1999
The directors of CSH, jointly and severally, accept full
responsibility for the accuracy of information contained in this
announcement other than information relating to COL and confirm,
having made all reasonable enquiries, that to the best of their
knowledge, 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 COL, jointly and severally, accept full
responsibility for the accuracy of information contained in this
announcement other than information relating to CSH and confirm,
having made all reasonable enquiries, that to the best of their
knowledge, there are no other facts not contained in this
announcement, the omission of which would make any statement in this
announcement misleading.
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