| The Directors announce that they intend to put a proposal to the shareholders of the Company for the Consolidation, the adoption of the 2000 Share Option Scheme to replace the Existing Scheme, and the approval of the VHSoft Share Option Scheme.
Under the Consolidation, every four issued and unissued Existing Shares will be consolidated into one New Share. The Consolidation, the 2000 Share Option Scheme and the VHSoft Share Option Scheme are conditional upon fulfilment of certain conditions. |
INTRODUCTION
The directors (the "Directors") of Yau Lee Holdings Limited (the "Company") announce that they intend to put a proposal to the shareholders for (a) the consolidation of the Company's share capital (the "Consolidation"), (b) the adoption of a new share option scheme (the "2000 Share Option Scheme"), and (c) the approval of the adoption by VHSoft Technologies Company Limited ("VHSoft"), a wholly-owned subsidiary of the Company, of a share option scheme (the "VHSoft Share Option Scheme").
THE CONSOLIDATION
It is proposed that subject to the conditions set out below, every four issued and unissued shares of HK$0.05 each in the capital of the Company (the "Existing Shares") will be consolidated into one share of HK$0.20 each (the "New Share"). Under the Consolidation, every four Existing Shares registered in the name of each shareholder on the register of members of the Company on the opening of business on the date the Consolidation becomes effective will constitute one New Share.
The New Shares will rank pari passu in all respects with each other.
The New Shares will continue to be traded in board lots of 2,000 New Shares.
CONDITIONS OF THE CONSOLIDATION
The Consolidation is conditional upon:
(a) the passing at a special general meeting of the Company (the "SGM") of an ordinary resolution approving the Consolidation; and
(b) the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of and permission to deal in the issued New Shares.
EXPECTED TIMETABLE FOR THE CONSOLIDATION
2000
Latest time for lodging forms of 10:00 a.m. on
proxy for the SGM...................................Monday, 16 October
The SGM to be held.....................10:00 a.m. on Tuesday, 17 October
Announcement of results
of the SGM.......................................Wednesday, 18 October
Effective Date.....................................Wednesday, 18 October
Temporary counter for trading in
New Shares in board lots of
500 New Shares (in the form
of existing certificates for 10:00 a.m. on
Existing Shares only) opens......................Wednesday, 18 October
First day of free exchange of
certificates for Existing Shares
for new share certificates
for New Shares...................................Wednesday, 18 October
Original counter for trading in
Existing Shares in board lots of
2,000 Existing Shares 10:00 a.m. on
temporarily closes...............................Wednesday, 18 October
Original counter for trading in the
New Shares in board lots of
2,000 New Shares (in the form
of new share certificates for
New Shares) pursuant to the 10:00 a.m. on
Proposal reopens.................................Wednesday, 1 November
Parallel trading in New Shares
(in the form of new share certificates
for New Shares and existing share
certificates for Existing Shares) 10:00 a.m. on
commences........................................Wednesday, 1 November
Designated broker starts to stand
in the market to provide matching
services for trading in odd lots
of New Shares (in the form of
existing share certificates 10:00 a.m. on
for Existing Shares).............................Wednesday, 1 November
Temporary counter for trading in
New Shares in board lots of
500 New Shares (in the form of
existing certificates for 4:00 p.m. on
Existing Shares) closes.........................Wednesday, 22 November
Parallel trading in New Shares (in the
form of new share certificates
for New Shares and existing share 4:00 p.m. on
certificates for Existing Shares) ends..........Wednesday, 22 November
Designated broker ceases to stand in the
market to provide matching services
for trading in odd lots of New Shares
(in the form of existing share 4:00 p.m. on
certificates for Existing Shares)...............Wednesday, 22 November
Last day for free exchange of
existing certificates for Existing
Shares for new certificates
for New Shares....................................Tuesday, 28 November
THE 2000 SHARE OPTION SCHEME
The Directors propose that the 2000 Share Option Scheme be adopted by the Company to replace the share option scheme of the Company adopted on 5 August 1991 ("Existing Scheme") so that executive Directors and employees of the Company will continue to be given incentives by way of options to subscribe for the New Shares.
The 2000 Share Option Scheme is conditional upon:
(a) the passing at the SGM of an ordinary resolution approving the 2000 Share Option Scheme and the Directors being authorised to grant options to subscribe for New Shares thereunder and to allot, issue and deal with the New Shares pursuant to the exercise of any options granted thereunder; and
(b) the Listing Committee of the Stock Exchange granting approval of the 2000 Share Option Scheme and the granting of any options thereunder, and granting the listing of and permission to deal in the New Shares which fall to be issued upon the exercise of such options.
Upon the 2000 Share Option Scheme becoming unconditional, no further options will be granted under the Existing Scheme but in all other respects, the Existing Scheme will remain in full force and effect in respect of options which have been granted prior to the adoption of the 2000 Share Option Scheme and such options shall continue to be exercisable in accordance with their terms of issue.
THE VHSOFT SHARE OPTION SCHEME
The Directors propose that the VHSoft Share Option Scheme be adopted by VHSoft so that the employees (including executive directors) of VHSoft will be given incentives by way of options to subscribe for shares of VHSoft.
The VHSoft Share Option Scheme is conditional upon :
(a) the passing of an ordinary resolution by shareholders of VHSoft in an extraordinary general meeting approving the VHSoft Share Option Scheme; and
(b) the passing of an ordinary resolution by shareholders of the Company at the SGM approving the VHSoft Share Option Scheme.
RECOMMENDATION
The Directors believe that the Consolidation, the 2000 Share Option Scheme and the VHSoft Share Option Scheme are beneficial to the Company and its shareholders as a whole.
The Consolidation will increase the per share value of the Company's shares. It will also increase the value of a board lot of the Company's shares resulting in a reduction of overall transaction costs for dealing in the New Shares. The Directors believe that the Consolidation will attract more interests from investors and enhance the marketability of the Company's shares.
The Directors consider that it is in line with modern commercial practice that executive Directors and employees of the Company and its subsidiaries should be able to be given incentives in the form of options to subscribe for Shares. The Directors realise that qualified and skilled persons are in demand and believe that having a share option scheme in place is one of the most attractive means to attract and retain those persons to contribute to the continuous development of the Group.
The Directors therefore recommend that shareholders vote in favour of the ordinary resolutions to implement the Consolidation, the 2000 Share Option Scheme and the VHSoft Share Option Scheme at the SGM.
GENERAL
Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the New Shares in issue as a result of the Consolidation and the New Shares which may fall to be issued pursuant to the exercise of any options granted under the 2000 Share Option Scheme.
A further announcement will be made by the Company on the day the Consolidation becomes effective (which will be the trading day following the SGM) which will contain details of trading arrangements for parallel trading, exchange of shares certificates and odd lots trading.
A circular containing details of the Consolidation (including trading arrangements), the 2000 Share Option Scheme, the VHSoft Share Option Scheme and notice of the SGM will be despatched to shareholders of the Company as soon as practicable.
By Order of the Board of Directors of
Yau Lee Holdings Limited
Wong Ip Kuen
Chairman
Hong Kong, 22 September 2000
Please also refer to the published version of this announcement in the South China Morning Post, Hong Kong Economic Times and Hong Kong Economic Journal.
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