CHINA ONLINE<0383> - Announcement
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.
China Online (Bermuda) Limited
(the `Company')
(Incorporated in Bermuda with limited liability)
PROPOSED MAJOR TRANSACTION
The board of directors of the Company announces that a circular
will be despatched to shareholders of the Company in relation to the
obtaining of a mandate by the directors of the Company to further
realise the Company's investment in shares in Pacific Century
CyberWorks Limited.
Introduction:
On 21st February, 2000, the Company despatched a circular to its
shareholders in relation to the realisation of an aggregate of
12,700,000 shares in Pacific Century CyberWorks Limited (`PCC').
If the Company continues to realise its remaining holding of
187,300,000 shares in PCC (`PCC Shares') (representing approximately
1.9 per cent. of the issued share capital of PCC and booked at a
carrying cost of approximately HK$259,400,000), The Stock Exchange of
Hong Kong Limited has the discretion to aggregate the value of all
realisations of PCC Shares by the Company when determining whether
such realisations constitute, in aggregate, a major transaction for
the Company under the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited (the `Listing Rules').
Under the Listing Rules, if the aggregate value of, or consideration
received from, the realisations of PCC Shares by the Company
represent 50 per cent. or more of the Company's adjusted net asset
value, the realisations will constitute a major transaction for the
Company and will be subject to the approval by the shareholders of
the Company.
Accordingly, a circular will be despatched to shareholders of the
Company on 24th February, 2000 to seek their approval to grant a
mandate to the directors of the Company to realise the Company's
investment in PCC Shares.
Reasons for the Realisation:
The Directors of the Company consider that there was a divergence in
the business strategy of PCC since the PCC Shares were originally
acquired by the Company. The Company therefore decided to realise the
PCC Shares so as to release part of its capital for future investment
which was in line with the Company's strategy of expanding its
existing business, although there are no firm plans for any specific
acquisitions at this time. In view of the above, it is the current
intention of the Company, subject to compliance with the Listing
Rules, to further realise its holding of PCC Shares gradually when
the market price of PCC Shares is favourable.
According to the latest annual report of PCC, the loss before
taxation and extraordinary items for the financial years ended 31st
December, 1997 and 1998 were HK$4,125,000 and HK$61,457,000
respectively, and the loss after taxation and extraordinary items for
the financial years ended 31st December, 1997 and 1998 were
HK$5,519,000 and HK$63,860,000 respectively.
Use of proceeds:
The directors of the Company do not currently have any specific
plans as to how the net proceeds from the realisation of PCC Shares
will be used and intend to use such proceeds as general working
capital of the Company.
A further announcement will be made at the relevant time when
further realisations of PCC Shares are made.
The Company is an investment holding company and it is, through its
subsidiaries, involved in mobile phone distribution in Hong Kong,
investing with strategic partners in distribution networks in the
People's Republic of China, and strategic investments.
By Order of the Board
China Online (Bermuda) Limited
Stephen W.K. Law
Director
Hong Kong, 23rd February, 2000
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