PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES
| SUMMARY
New World Trading Limited ("New World"), a substantial shareholder of Shun Cheong Holdings Limited (the "Company"), has on 18th February, 2000 agreed to place, on a best efforts basis, (the "Placing") 45,000,000 existing shares of HK$0.10 each in the Company (the "Placing Shares") through APC Securities Company Limited (the "Placing Agent") to independent investors at a price of HK$0.72 per Placing Share and to subscribe (the "Subscription") for 45,000,000 new ordinary shares of HK$0.10 each in the Company (the "New Shares") also at a price of HK$0.72 per New Share. The Placing Shares amount to approximately 13.14% and 11.62% of the existing and enlarged issued share capital of the Company following the completion of the Subscription. The net proceeds of the Subscription of approximately HK$31.4 million will be used to fund the Company's committed acquisitions of interest in businesses involved in using the Internet Based Technology to provide contents and services to households. Amongst others, the committed acquisitions include an approximate interest of 29.41% in Speedlink Limited, a service vendor to own and operate the optical backbone for broadband technology, a 5.50% interest in Quam.net Limited, the largest financial portal in Hong Kong; and a 5.55% interest in Diyixian.com Limited which is a specialized internet service provider for Greater China communications. New World is the registered owner of 48,750,000 shares of HK$0.10 each in the Company, representing approximately 14.24% of the existing issued share capital of the Company. The percentage shareholding of New World in the Company immediately after completion of the Placing but before completion of the Subscription will be approximately 1.10% and immediately after completion of both the Placing and the Subscription will be approximately 12.58%. |
PLACING AND SUBSCRIPTION AGREEMENT DATED 18TH FEBRUARY, 2000
Vendor
New World, a company incorporated in the British Virgin Islands and a substantial shareholder of the Company, is wholly beneficially owned by Mr Kwok Shun On, George, an executive director of the Company.
Number of Placing Shares
45,000,000 Shares of HK$0.10 each in the Company (the "Shares") representing approximately 13.14% and 11.62% of the existing and enlarged issued share capital of the Company respectively following the completion of the Subscription.
Placing Agent
The Placing Agent is independent of the Company and has agreed to place the Placing Shares on a best efforts basis. The Placement Fee payable to the Placing Agent is 3.0% of the Placing Proceeds.
Placees
The Placing Shares will be placed with six or more professional and institutional investors who are independent of the directors, chief executive or substantial shareholders of the Company or its subsidiaries or their respective associates as such terms are defined in the Rules governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules").
PLACING AND SUBSCRIPTION PRICE
The placing price is HK$0.72 per Share, which is the same as the subscription price. This price was agreed after arm's length negotiations and represents:
(i) a discount of 10.0% to the closing price of HK$0.80 per Share on the last full day of trading in the shares of the Company on 17th February, 2000; and
(ii) a discount of approximately 9.70% over the average closing price of HK$0.797 per Share as quoted on the Stock Exchange for the last ten trading days on which Shares were traded for a full day during the period up to and including 17th February, 2000.
COMPLETION OF THE PLACING
The Placing is unconditional. Completion will take place on or around 23rd February, 2000.
SUBSCRIBER FOR THE NEW SHARES
The subscriber for the New Shares is New World which is the registered owner of 48,750,000 Shares representing approximately 14.24% of the existing issued share capital of the Company.
MANDATE TO ISSUE NEW SHARES
The Directors were granted a general mandate on 14th September, 1999 to allot and issue and otherwise deal with up to 65,588,320 new Shares, which mandate is in force and has not been amended or revoked. No Shares have been allotted, issued or otherwise deal with pursuant to such mandate.
RANKING OF THE NEW SHARES
The New Shares will, when issued and allotted, rank pari passu in all respects with the existing Shares of the Company.
CONDITIONS OF THE SUBSCRIPTION
Completion of the Subscription is conditional upon the following matters:
(i) the Listing Committee of the Stock Exchange granting listing of and permission to deal in all of the New Shares; and
(ii) completion of the Placing.
Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the New Shares.
COMPLETION OF THE SUBSCRIPTION
The Subscription will take place within two business days after the satisfaction of the conditions and is expected to take place on or before 3rd March, 2000.
CHANGES TO THE SHAREHOLDING OF NEW WORLD AS A RESULT OF THE PLACING AND THE SUBSCRIPTION
Immediately after Immediately after
completion of the completion of both
Immediately Placing but before the Placing
before completion completion of the and the
of the Placing Subscription Subscription
48,750,000 Shares 3,750,000 Shares 48,750,000 Shares
representing representing representing
approximately approximately approximately
14.24% of the 1.10% of the 12.58% of the
existing issued existing issued issued share
share capital share capital capital as
enlarged by the
Subscription
The existing issued share capital of the Company is HK$34,237,160.00 comprised of 342,371,600 Shares of nominal value HK$0.10 each.
REASONS FOR THE PLACING AND SUBSCRIPTION
The Directors consider the Placing is a good opportunity for the Company to raise and provide funds for its investment commitments in businesses involved in the fields of technology and telecommunications.
USE OF PROCEEDS
The net proceeds of the Subscription will amount to approximately HK$31.4 million. All of which will be used to fund the Company's investments in businesses using the internet as a platform to provide commercial applications to domestic households throughout South East Asia. These investment commitments comprise Speedlink Limited, a company that provides broadband information technology services to domestic buildings, Quam.net Limited, a financial services internet portal company that provides real-time stock quotes and Diyixian.com Limited, a company that provides high-speed and reliable internet connection, internetworking and server co-location services in Greater China.
All costs and expenses incurred by New World in connection with the Placing and the Subscription are to be borne by the Company.
INCREASE IN PRICE AND VOLUME OF THE SHARES OF THE COMPANY
We have noted the recent increase in the price and the trading volume of the shares of the Company and wish to state that we are not aware of any reasons for such increase.
We also confirm that, save as disclosed above, there are no negotiations or arrangements relating to intended acquisitions or realizations which are disclosable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter disclosable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.
RESUMPTION OF TRADING
At the request of the Company, trading in the Shares of the Company on the Stock Exchange has been suspended with effect from 11:30 a.m. on 18th February, 2000. Application has been made to the Stock Exchange to resume trading in the Shares of the Company on the Stock Exchange at 10:00 a.m. on Monday, 21st February, 2000.
Made by order of the Board of the Company the Directors of which individually and jointly accept responsibility for the accuracy of this statement.
By Order of the Board
Roger K.C. Ou
Company Secretary
Hong Kong, 18th February, 2000
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