Q-TECH HOLDINGS<0109>-Announcement & Resumption of Trading
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.
Q-Tech Holdings Limited
To be renamed as Digital World Holdings Limited
(Incorporated in Bermuda with limited liability)
Announcement
The purpose of this announcement is to clarify the recent
increases in the price and turnover of the Shares. SFC has
informed the Company that it has commenced an investigation
under Section 31 of the Securities and Futures Commission
Ordinance, Chapter 24, Laws of Hong Kong in respect of dealings
in the Shares.
Shareholders and investors are advised to exercise extreme
caution when dealing in the Shares.
INTRODUCTION
The Directors have noted the recent increases in the price and
turnover of the Shares and wish to state that they were not
aware of any reasons for such increases.
The Directors were verbally informed by Mr. Lam on 24th January,
2000 that he has neither been approached by nor was in
negotiation with any party for acquiring the Shares held by him.
Mr. Lam also confirmed that he has not acquired or disposed of
any Shares since the date of the Announcement.
Mr. Chan confirmed with the Company that he has neither been
approached by nor was in negotiation with any party for
acquiring the Shares held by him. Mr. Chan has also confirmed
with the Company that he has acquired 5,990,000 Shares, which
represents 0.47 per cent. of the existing issued share capital
of the Company, in the range of $0.131 to $0.18 per Share from
the market during 5th January, 2000 to 14th January, 2000
through First Securities (HK) Limited which is one of the
underwriters of the Rights Issue and is independent of, not
connected with and not acting in concert with the directors,
chief executive and substantial shareholders of the Company and
any of its subsidiaries or any of their respective associates
(as defined in the Listing Rules). Accordingly, the shareholding
of Mr. Chan in the Company was increased to 86,418,968 Shares
which represents approximately 6.81 per cent. of the existing
issued share capital of the Company. Save as disclosed herein,
the Directors have not dealt in the Shares since the date of the
Announcement.
FINANCIAL POSITION OF THE GROUP
The Group is principally engaged in the trading of computer
mainboards, computer keyboards, computer monitors, computer
accessories and electronic components. Based on the audited
consolidated financial statements of the Group as at 30th June,
1999, the Group had net current liabilities and deficiency in
assets of approximately $18 million and $11.6 million
respectively. Upon completion of the Rights Issue on the basis
of one existing Share for ten Rights Shares, the pro forma net
assets value of the Group will increase to approximately of
$107.9 million. The pro forma net assets value of the Company
will be $0.0077 per Share after completion of the Rights Issue.
The Rights issue is conditional on certain conditions including
the approval of the Rights Issue by the Independent Shareholders
at the SGM. The Group also incurred a net loss attributable to
the Shareholders of approximately $188.3 million for the year
ended 30th June, 1999. The turnover and the unaudited
consolidated loss of the Group for the 3 months ended 30th
September, 1999 were approximately $19.67 million and $1.5
million respectively. Such turnover was contributed
substantially by the trading of computer mainboards, computer
keyboards, computer monitors, computer accessories and
electronic components. The interest expenses and bank charges of
the Group for the six months period ended 31st December, 1999
was approximately $600,000.
All of the banking facilities of the Group were suspended, it
has no banking facilities existing. As at the close of business
on 31st December, 1999, the Group had outstanding amounts due to
banks of approximately $7.5 million resulting from the
crystallisation of liability in relation to the corporate
guarantee executed by the Company in favour of South Boss
Resources Limited, a former subsidiary of the Company.
Save as disclosed above, the Directors are not aware of any
material adverse changes in the financial or trading position of
the Group since 30th June, 1999, the date to which the latest
published audited accounts of the Group were made up.
GENERAL
SFC has commenced enquiry into dealings of the Shares under
Section 31 of the Securities and Futures Commission Ordinance,
Chapter 24, Laws of Hong Kong in respect of dealings in the
Shares.
Shareholders and investors are advised to exercise extreme
caution when dealing in the Shares.
Save as disclosed above and in the Announcement, the annual
report of the Company for the year ended 30th June, 1999 and the
circular of the Company dated 20th January, 2000 in relation to
the Rights Issue, the Directors confirm that there are no
negotiations or agreements relating to intended acquisitions or
realizations which are discloseable under paragraph 3 of the
Listing Agreement, neither are the Directors 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.
The trading of the Shares has been suspended at the request of
the Company since 10:00 a.m. on 24th January, 2000 pending the
release of this announcement. The Company has made an
application to the Stock Exchange for the resumption of the
trading of Shares from 10:00 a.m. on 25th January, 2000.
TERMS USED IN THIS ANNOUNCEMENT
"Announcement" announcement of the Company dated 30th
December, 1999 in relation to the Rights Issue
"Company" Q-Tech Holdings Limited, an exempted company
incorporated in Bermuda with limited liability, the Shares of
which are listed on the Stock Exchange
"Directors" directors of the Company
"Group" the Company and its subsidiaries
"Independent Shareholders" Shareholders other than Mr. Chan
and his associates (as defined in the Listing Rules)
"Mr. Chan" Mr. Chan Tak Hung, chairman of the Company
"Mr. Lam" Mr. Lam To Ming, a substantial shareholder of the
Company, beneficially owned 271,961,250 Shares which represents
about 21.44 per cent. of existing issued share capital of the
Company
"Rights Issue" the proposed issue by way of rights of
12,682,950,000 Rights Shares at a price of $0.01 per Rights
Share on the basis of ten Rights Shares for every Share as
announced by the Company on 30th December, 1999
"Rights Shares" 12,682,950,000 Shares to be issued pursuant
to the Rights Issue
"SGM" special general meeting of the Company to be convened and
held on 8th February, 2000
"SFC" Securities and Futures Commission
"Shares" ordinary shares of $0.01 each in the share capital of
the Company
"Shareholders" holders of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"$" Hong Kong dollars
By Order of the Board
Q-Tech Holdings Limited
Chan Tak Hung
Chairman
Hong Kong, 24th January, 2000
The Directors jointly and severally accept full responsibility
for the accuracy of the information contained herein and
confirm, having made all reasonable enquiries, that to the best
of their knowledge, opinions expressed in this announcement have
been arrived at after due and careful consideration and there
are no other facts not contained herein, the omission of which
would make any statement in this announcement misleading.
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