CHINA STRATEGIC<0235> - Announcement
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
(incorporated in Hong Kong with limited liability)
DISCLOSEABLE TRANSACTION
AND
DELAY OF DESPATCH OF CIRCULAR
- China Strategic Holdings Limited (the `Company') acquired
1,000,000,000 shares of HK$0.10 each in Pearl Oriental Holdings
Limited (`Pearl Oriental') on 11 October, 1999 for a total consideration
of HK$182 million (`Transaction I'). In addition, the Company entered
into a placing agreement with Pearl Oriental to subscribe for a further
1,000,000,000 shares of HK$0.10 each in Pearl Oriental for a total
consideration of HK$210 million (`Transaction II')
Pursuant to the Listing Rules, Transaction I and Transaction II
collectively constitute a discloseable transaction. A circular
containing further information on these transactions will be sent to
the Company's shareholders in due course.
- The despatch of the circular (the `Circular') in connection with the
major transaction announced on 25 October, 1999 is expected to be
delayed from 16 November, 1999 to on or before 24 November, 1999.
Transaction I
The Company entered into an agreement on 29 September, 1999 with
Charcon Assets Limited, the controlling shareholder of Pearl
Oriental, to acquire 1,000,000,000 Pearl Oriental shares for a total
consideration of HK$182 million. The transaction was completed on 11
October, 1999, the Pearl Oriental shares acquired under Transaction I
represents 8.48% of Pearl Oriental's existing issued share capital.
The consideration of HK$0.182 per Pearl Oriental share for
Transaction I was negotiated on arm's length basis and represented a
discount of about 4.51% to the average closing price of HK$0.1906 per
Pearl Oriental share for the 10 trading days up to and including 28
September, 1999.
Transaction II
The Company entered into a placing agreement with Pearl Oriental on
8 November, 1999, pursuant to which the Company conditionally agreed
to subscribe for 1,000,000,000 new Pearl Oriental shares (the
`Placing Shares') for a total consideration of HK$210 million.
The transaction is conditional upon (i) the passing of an ordinary
resolution at shareholders' meeting of Pearl Oriental to be held on
20 November, 1999 approving the granting of an unconditional general
mandate to the directors of Pearl Oriental to issue up to a further
20% of the issued share capital of Pearl Oriental on the date of such
resolution and (ii) the Listing Committee of the Stock Exchange
granting listing of permission to deal in the Placing Shares. Such
conditions shall be fulfilled on or before 30 November, 1999 or such
later date as the parties shall agree.
Completion of Transaction II will take place, subject to the
fulfilment of the above conditions, on or before 30 November, 1999,
or such later date as the parties shall agree.
The shares to be acquired under Transaction II represents 8.48% of
Pearl Oriental's existing issued share capital which together with
shares acquired under Transaction I represents 15.63% of Pearl
Oriental's share capital as enlarged by the issue of shares under
Transaction II.
The consideration of HK$0.21 per Pearl Oriental share for
Transaction II was negotiated on arm's length basis and represented a
discount of about 4.33% to the average closing price of HK$0.2195 per
Pearl Oriental share for the 10 trading days up to and including 5
November, 1999.
Information on the Company and Pearl Oriental
The Company is an investment holding company and its subsidiaries
have substantial investments in telecommunications and Internet
related businesses and also a vast range of business in mainland
China including manufacturing industries relating to food and rubber
tires, property investment as well as infrastructure and energy
related business.
Pearl Oriental is a company listed on the Stock Exchange and is an
investment holding company which through its subsidiaries are engaged
in telecommunications, Internet and information technology businesses
as well as property investment, development and trading, hotel
investment and management and financial services.
Given Pearl Oriental's investment in the telecommunications,
Internet and information technology area, the directors of the
Company believes that the transactions described above provides the
Company an opportunity to diversify its investments into this
potentially high growth area.
General
As Transaction I and Transaction II collectively constitute a
discloseable transaction under the Listing Rules, a circular will be
sent to the Company's shareholders in due course.
Delay in Despatch of Circular
The directors of the Company refers to the major transaction
announced on 25 October, 1999 in respect of the disposal of equity
interests in China Online (Bermuda) Limited, and wish to advise that
the despatch of the Circular is expected to be delayed from 16
November, 1999 to on or before 24 November, 1999 as additional time
is needed to prepare the financial information required for inclusion
in the Circular. An applicaion has been made by the Company to the
Stock Exchange for a waiver, under Rule 14.13(2) of the Listing
Rules, in connection with such delay.
By order of the board of
China Strategic Holdings Limited
Ma Wai Man, Catherine
Executive Director
Hong Kong, 10 November, 1999
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