HUNG FUNG GROUP<1141> - 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.
Hung Fung Group Holdings Limited
(the "Company")
(Incorporated in Bermuda with limited liability)
PROPOSALS FOR SUBDIVISION OF SHARES,
CHANGE IN BOARD LOT SIZE OF SHARES FOR TRADING
AND
RENEWAL OF GENERAL MANDATES
TO REPURCHASE SECURITIES AND TO ISSUE NEW SHARES
The Board of the Company proposes that each of the existing
issued and unissued shares of HK$0.10 in the share capital
of the Company be subdivided into ten Subdivided Shares
of HK$0.01 each. The Share Subdivision is conditional.
Each board lot of shares of the Company will be increased
from 2,000 Shares to 20,000 Subdivided Shares.
The Board also proposes to renew the general mandates
granted to the Board on 28 September 1999 to allot, issue
and repurchase securities of the Company.
This announcement is also made in response to the recent
increases in the price and trading volumn of the Shares.
SHARE SUBDIVISION
The board of directors of the Company (the "Board")
proposes that each of the existing issued and unissued
ordinary shares of HK$0.10 each ("Shares") be subdivided
("Share Subdivision") into ten shares of HK$0.01 each
("Subdivided Shares"). With the intention to improve
liquidity of the trading in the Shares on the Stock
Exchange of Hong Kong Limited (the "Stock Exchange"), the
Board is of the view that the Share Subdivision is in the
interests of the Company and its shareholders (the
"Shareholders").
As at the date of this announcement, the authorised share
capital of the Company is HK$100,000,000 which is divided
into 1,000,000,000 Shares, of which 247,120,800 Shares
are in issue and fully paid or credited as fully paid.
Immediately upon completion of the Share Subdivision and
presuming that the issued share capital remains unchanged,
the authorised share capital of the Company will be
HK$100,000,000 comprising 10,000,000,000 Subdivided
Shares, of which 2,471,208,000 Subdivided Shares will be
in issue and fully paid or credited as fully paid. The
Subdivided Shares will rank pari passu in all respects
with each other and the Share Subdivision will not result
in any change in the relative rights of the Shareholders.
CHANGE IN BOARD LOT SIZE
Currently, the Shares are traded in board lots of 2,000
Shares. Upon the Share Subdivision becoming effective,
the Subdivided Shares will be traded in board lots of
20,000 Subdivided Shares.
CONDITIONS OF THE SHARE SUBDIVISION
The Share Subdivision is conditional upon, inter alia:
(a) the passing of an ordinary resolution by the
Shareholders at a special general meeting to be held at
9:00 a.m. on 5 April 2000 (the "SGM"); and
(b) the Listing Committee of the Stock Exchange granting
the listing of and permission to deal in the Subdivided
Shares.
EXPECTED TIMETABLE
The expected timetable for the Share Subdivision is as
follow:
Year 2000
SGM circular despatched on or about Monday, 20 March
Latest time for lodging form of proxy in respect of the SGM
9:00 a.m. on Monday, 3 April
SGM 9:00 a.m. on Wednesday, 5 April
Effective date of Share Subdivision Thursday, 6 April
Dealing in Subdivided Shares commences 10:00 a.m. on Thursday, 6 April
Existing counter for trading in existing Shares in board
lots of 2,000 Shares
temporarily closes 10:00 a.m. on Thursday, 6 April
Temporary counter for trading in Subdivided Shares in
board lots of 20,000 Subdivided
Shares (in the form of existing Share certificates)
opens 10:00 a.m. on Thursday, 6 April
First day of free exchange of certificates for existing
Shares for new certificates
for the Subdivided Shares Thursday, 6 April
Existing counter for trading in Subdivided Shares in
board lots of 20,000 Subdivided
Shares (in the form of new certificates for the
Subdivided Shares) reopens 10:00 a.m. on Thursday, 20 April
Parallel trading in Subdivided Shares (in the form of new
certificates for Subdivided Shares and existing Share certificates)
commences 10:00 a.m. on Thursday, 20 April
Temporary counter of trading in Subdivided Shares in
board lots of 20,000 Subdivided
Shares (in the form of certificates for existing Shares)
closes 4:00 p.m. on Friday, 12 May
Parallel trading in Subdivided Shares (in the form of new
certificates for Subdivided
Shares and existing Share certificates) ends
4:00 p.m. on Friday, 12 May
Last day for free exchange of certificates for existing
Shares for new certificates for
Subdivided Shares 4:00 p.m. on Wednesday, 17 May
Subject to the fulfilment of the conditions listed above,
the Shareholders are requested to lodge the relevant
certificates with Tengis Limited, the Company's branch
registrar, at Room 1601, Hutchison House, 10 Harcourt
Road, Hong Kong as soon as possible after 6 April 2000
to exchange their existing Share certificates for new
share certificates. New share certificates for the
Subdivided Shares will be issued to the Shareholders free
of charge for the period from 6 April 2000 to 17 May 2000,
both dates inclusive.
The Shareholders are reminded that subject to
satisfaction of the conditions listed above, after 4:00
p.m. on Friday, 12 May 2000 when parallel trading in the
Subdivided Shares (in the form of new certificates for
the Subdivided Shares and existing Share certificates)
ends, existing Share certificates in board lots of 2,000
Shares will cease to be marketable and will not be
acceptable for dealing purposes. However, such
certificates will continue to be good evidence of legal
title to the Subdivided Shares on the basis of one Share
for ten Subdivided Shares and may be lodged with Tengis
Limited in exchange for new certificates for the
Subdivided Shares at any time (a charge is required to
be paid if they are lodged with Tengis Limited after 4:00
p.m. on 17 May 2000).
ADJUSTMENT TO THE SUBSCRIPTION PRICE OF THE WARRANTS OF
THE COMPANY
The Board refers to the announcement of the Company dated
8 February 2000 in respect of, among other things, the
issue of 10,000,000 new Shares (the "Subscription Shares")
to Baxter Resources S.A., the controlling shareholder of
the Company, at the price of HK$1.23 per Share. It is noted
that the issue of the Subscription Shares has not led to
an adjustment to the subscription price of the warrants of the Company
(the "Warrants") granted pursuant to the instrument constituting the
Warrants conferring rights to subscribe for new shares in the Company at
any time from the date of issue up to and including 28 September 2001 (the
"Warrant Instrument").
Subject to the Share Subdivision becoming unconditional
and effective, the Share Subdivision will constitute an
event giving rise to an adjustment to the subscription
price of the Warrants in accordance with the Warrant
Instrument. Further details of such adjustment will be
contained in the circular to be despatched to the
Shareholders and the holders of the Warrants ("Warrant
Holders") as referred to below.
ADJUSTMENT TO THE EXERCISE PRICE AND NUMBER OF SHARE
OPTIONS OF THE COMPANY
As at the date of this announcement, there are outstanding
share options granted by the Company which entitle the
holders thereof to subscribe for a total of 7,470,000
Shares at the option price of HK$0.46 per Share. Upon the
Share Subdivision becoming unconditional and effective,
it is expected that the number of shares and the option
price in respect of the outstanding share options of the
Company will be adjusted. Further details of such
adjustment will be contained in the circular to be
despatched to the Shareholders and the Warrant Holders
as referred to below.
RENEWAL OF GENERAL MANDATES TO REPURCHASE SECURITIES AND
TO ISSUE NEW SHARES
The Board also proposes to renew the general mandates
granted to the Board at the Annual General Meeting of the
Company held on 28 September 1999 to allot, issue and
repurchase securities of the Company. The Board will seek
approval of the relevant resolutions to be proposed at
the SGM.
GENERAL
An application will be made to the Stock Exchange for the
listing of and permission to deal in the Subdivided
Shares.
A circular containing, among other things, details of the
Share Subdivision, adjustment to the subscription price
of the Warrants, adjustment to the exercise price and
number of share options of the Company, the renewal of
the general mandates and a notice convening the SGM will
be despatched to the Shareholders and the Warrant Holders
on or about 20 March 2000.
The directors of the Company have noted the recent
increases in the price and trading volume of the Shares
of the Company and wish to state that we are not aware
of any reasons for such increase.
Save for the Share Subdivision and the other information
set out in this announcement, the directors of the Company
also confirm that there are no negotiations or agreements
relating to intended acquisitions or realizations which
are discloseable under paragraph 3 of 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.
For and on behalf of the Board
Hung Fung Group Holdings Limited
Chan Chun Hung
Chairman
Hong Kong SAR, 5 March 2000
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