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YAU LEE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)

CONSOLIDATION OF SHARE CAPITAL,
ADOPTION OF THE 2000 SHARE OPTION SCHEME AND
ADOPTION OF THE VHSOFT OPTION SCHEME

The Board announces that the conditions for the Consolidation have been fulfilled and the Consolidation will become effective on 18 October 2000.

There will be parallel trading in the Consolidated Shares in board lots of 2000 Consolidated Shares of HK$0.20 each (in the form of new share certificates) and in board lots of 500 Consolidated Shares (in the form of existing share certificates) during the period from 1 November 2000 to 22 November 2000 (both dates inclusive).

The Company has agreed to procure a broker to provide matching services on a best efforts basis for the odd lots holder of the Consolidated Shares during the period from 1 November 2000 to 22 November 2000.

Share certificates for Existing Shares can be exchanged for new share certificates for the Consolidated Shares free of charge during the period from 18 October 2000 to 28 November 2000 (both days inclusive). Share certificates for the Existing Shares will only be valid for delivery and settlement in respect of dealings for the period up to 22 November 2000.

The Board also announces that the 2000 Share Option Scheme and the VHSoft Share Option Scheme were approved by the shareholders of the Company at the SGM.

The Board has also noted the recent increases in the price of the Existing Shares and wishes to state that the Board is not aware of any reasons for such increase.

CONSOLIDATION OF SHARE CAPITAL, ADOPTION OF THE 2000 SHARE OPTION SCHEME AND THE ADOPTION OF THE VHSOFT SHARE OPTION SCHEME

Further to the announcement issued by Yau Lee Holdings Limited (the "Company") dated 22 September 2000 ("Announcement") and the circular to the Company's shareholders dated 26 September 2000 ("Circular"), the board of directors of the Company ("Board") announce that a special general meeting (the "SGM") of Yau Lee Holdings Limited (the "Company") had been held and ordinary resolutions had been passed for the approval of, inter alia, the consolidation of the Company's share capital (the "Consolidation"), the adoption of a new share option scheme for the Company ( the "2000 Share Option Scheme") and the adoption by VHSoft Technologies Company Limited, a wholly-owned subsidiary of the Company, of a share option scheme (the "VHSoft Share Option Scheme."). Details of the Consolidation, 2000 Share Option Scheme and the VHSoft Share Option Scheme had already been included in the Announcement and the Circular.

Application has been made to the Listing Committee of The Stock Exchange of Hong Kong Limited for the listing of and permission to deal in the issued Consolidated Shares (as defined below) and for the approval of the 2000 Share Option Scheme and any options which may be granted thereunder and the listing of and permission to deal in the Shares which may be issued pursuant to the exercise of options granted under the 2000 Share Option Scheme.

THE CONSOLIDATION

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 "Consolidated 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 Consolidated Share.

The Consolidated Shares will rank pari passu in all respects with each other.

TRADING ARRANGEMENTS FOR THE CONSOLIDATED SHARES

The following are the arrangements for dealings in the Consolidated Shares on the Stock Exchange:

                                                                     2000

Effective Date .................................... Wednesday, 18 October

Temporary counter for trading
  in Consolidated Shares
  in board lots of 500
  Consolidated Shares
  (in the form of existing
  certificates for Existing
  Shares only) opens ................ 10:00 a.m. on Wednesday, 18 October

First day of free exchange of
  certificates for Existing
  Shares for new share
  certificates for
  Consolidated Shares ............................. Wednesday, 18 October

Original counter for trading
  in Existing Shares in board
  lots of 2,000 Existing
  Shares temporarily closes ......... 10:00 a.m. on Wednesday, 18 October

Original counter for trading
  in the Consolidated Shares
  in board lots of 2,000
  Consolidated Shares (in the
  form of new share certificates
  for Consolidated
  Shares) reopens ................... 10:00 a.m. on Wednesday, 1 November

Parallel trading in
  Consolidated Shares (in
  the form of new share
  certificates for Consolidated
  Shares and existing share
  certificates for Existing
  Shares) commences ................. 10:00 a.m. on Wednesday, 1 November

Designated broker starts
  to stand in the market
  to provide matching
  services for trading in
  odd lots of Consolidated
  Shares (in the form of
  existing share certificates
  for Existing Shares) .............. 10:00 a.m. on Wednesday, 1 November

Temporary counter for
  trading in Consolidated
  Shares in board lots
  of 500 Consolidated
  Shares (in the form of
  existing certificates for
  Existing Shares) closes ........... 4:00 p.m. on Wednesday, 22 November

Parallel trading in
  Consolidated Shares
  (in the form of new share
  certificates for Consolidated
  Shares and existing
  share certificates for
  Existing Shares) ends ............. 4:00 p.m. on Wednesday, 22 November

Designated broker ceases
  to stand in the market
  to provide matching
  services for trading in
  odd lots of Consolidated
  Shares (in the form of
  existing shares certificates
  for Existing Shares) .............. 4:00 p.m. on Wednesday, 22 November

Last day for free exchange
  of existing certificates
  for Existing Shares for
  new certificates for
  Consolidated Shares .............................. Tuesday, 28 November

ODD LOTS ARRANGEMENTS

In order to alleviate the difficulties arising from the existence of odd lots of the Consolidated Shares as a result of the Consolidation, the Company has agreed to procure a broker to stand in the market to provide matching services on a best efforts basis for the odd lots holder of Consolidated Shares during the period from 1 November 2000 to 22 November 2000, (both dates inclusive). Holders of odd lots of the Consolidated Shares who wish to take advantage of this facility either to dispose of their odd lots of the Consolidated Shares or to top up to board lots of 2000 Consolidated Shares may contact Mr. Poon Lung Kong of Concord Capital Brokerage Limited at 7A, Guandong Investment Tower, 148 Connaught Road, Central, Hong Kong at telephone no (852) 2123 1088 as soon as possible during such period.

Dealings in the Consolidated Shares represented by existing share certificates will cease after the close of business at 4:00 p.m. on Wednesday, 22 November 2000. Existing share certificates will only be valid for delivery and settlement in respect of trading for the period up to 4:00 p.m. on Wednesday, 22 November 2000 and thereafter will not be acceptable for trading purposes. However, the existing share certificates for the Existing Shares will continue to be good evidence of legal title to the Consolidated Shares on the basis of four Existing Shares for one Consolidated Share (fractional entitlements to Consolidated Shares shall be sold for the benefit of the Company), and may be exchanged for new share certificates for the Consolidated Shares at any time. New share certificates for the Consolidated Shares will be orange in colour in order to be distinguished from existing share certificates (beige in colour) for Existing Shares.

FLUCTUATION OF SHARE PRICE

The Board has also noted the recent increases in the price of the Existing Shares and wishes to state that the Board is not aware of any reasons for such increase.

The Board also confirms that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

In the mean time, investors are strongly adivsed to exercise extreme caution in dealing in the shares of the Company.



By Order of the Board of Directors of
Yau Lee Holdings Limited
Wong Ip Kuen

Chairman

Hong Kong, 17 October 2000

Please also refer to the published version of this announcement in South China Morning Post, Hong Kong Economic Times and Hong Kong Economic Journal.


Source: Yau Lee Holdings Limited
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