WAH LEE RES<1215> - Announcement & Resumption
The Stock Exchange of Hong Kong Limited (the "Stock Exchange")
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.
WAH LEE RESOURCES HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
INJUNCTION PROHIBITING DISPOSAL OF ASSETS HELD BY THE
SUBSTANTIAL SHAREHOLDER
AND NEGOTIATION WITH INDEPENDENT INVESTOR FOR POSSIBLE
PLACEMENT
AND FURTHER DELAY IN ANNOUNCEMENT OF THE RESULTS
OF THE GROUP FOR THE YEAR ENDED 30 JUNE 1999 AND DESPATCH
OF THE ANNUAL REPORT
AND
RESUMPTION OF TRADING OF THE SHARES AND WARRANTS OF THE
COMPANY
The board of directors of Wah Lee Resources Holdings Limited
announce that Mr. Yeung Kwok Fan and Madam Wu Yung, the
directors of the Company and the shareholders of Lucky Bingo
Investment Limited which owns approximately 13% of the
issued share capital of the Company and is the substantial
shareholder of the Company, received an injunction on 24
February 2000 regarding the prohibition of the disposal of
assets owned Mr. Yeung and Mrs. Yeung in Hong Kong. The
Injunction implies that Lucky Bingo Investment Limited is
unable to complete the subscription of the new shares of the
Company as details stated in the announcement of the Company
dated 18 February 2000. The Company has applied a waiver to
the Stock Exchange in relation to Rule 14.24 (6)(a) of the
Rules Governing the Listing of Securities on the Stock
Exchange in respect of the extension of the completion of
the above subscription on or before 22 March 2000.
The Directors noted that a report was published in the 10
March 2000 issue of a local press which stated, any other
matters, Standard Chartered Bank, one of the creditors of
the Company, insisted to wind up the Company.
The Directors wish to state that at the hearing held on 3
March 2000 in relation to the winding up petition of the
Company, the hearing was adjourned to 15 March 2000. On 9
March 2000, the Company applied for an order to validate the
payments to be made to KPMG in preparing a report for the
court and at the same time an adjournment of the hearing of
the petition. The hearing of the petition was adjourned to
23 March 2000.
With reference to the announcement of the Company dated 15
February 2000, the Directors wish to notify the public that
the Company has temporaily ceased the negotiation with the
independent third party as stated in the announcement. The
independent third party may recommence its negotiations with
the Company when the above Injunction is released. The
Company is currently under negotiation with two independent
investors not connected with any of the directors, chief
executive or substantial shareholders of the Company or any
of its subsidiaries or an associate (as defined in the Rules
Governing the Listing of Securities on the Stock Exchange)
for a possible placement of the shares of the Company to the
Independent Investors which may lead to a change in the
control of the Company. No binding agreement has been reached
with the Independent Investors.
The shareholders of the Company are urged to note that the
said proposal may or may not proceed. Persons dealing in the
shares and the warrants of the Company are therefore reminded
to exercise all due caution in dealing in the shares and the
warrants of the Company.
The Directors refer to the announcement of the Company dated
14 December 1999 and 26 January 2000 and further announce
that there will be a delay in publication of the audited
results of the Group for the year ended 30 June 1999. It is
expected that the results of the Group for the year ended
30 June 1999 will be published on or before 31 March 2000.
The annual report of the Company will be sent to shareholders
on or before 6 April 2000 and the 1999 annual general meeting
will be held on or before 5 May 2000.
The Company acknowledges that the delay in the despatch of
the annual report of the Company to its shareholders
constituted a breach of the listing agreement and hence, the
Rules Governing the Listing of Securities on the Stock
Exchange on the part of the Company. The Stock Exchange has
indicated that the extension of the time will not be granted
and has reserved the rights to take further action against
the Company and/or the Directors for such breach. The delay
in the publication of the results of the Group for the year
ended 30 June 1999 will not constitute a breach of the
memorandum of association and bye-laws of the Company and
the applicable laws of Bermuda.
Trading in the shares and warrants of the Company were
suspended at 2:30 p.m. on 23 February 2000 at the request
of the Company pending this announcement and application has
been made to the Stock Exchange for resumption of trading
in the shares and warrants of the Company with effect from
10:00 a.m. on 15 March 2000.
In the meantime, public investors are urged to exercise
extreme caution in dealing in the shares and the warrants
of the Company.
INJUNCTION PROHIBITING DISPOSAL OF ASSETS IN HONG KONG BY
MR. YEUNG KWOK FAN AND MADAM WU YUNG
The board of directors (the "Directors") refer to the
announcement of Wah Lee Resources Holdings Limited (the
"Company", which together with its subsidiaries, the "Group")
dated 18 February 2000 in relation to the placing of existing
shares and subscription of new shares of the Company.
On 24 February 2000, the Court has granted a mareva
injunction (the "Injunction") in respect of the assets of
Mr. Yeung Kwok Fan ("Mr. Yeung") and Madam Wu Yung ("Mrs.
Yeung") including the sum of HK$62,720,000 or such other sum
as is held (or to be held) by Sun Hung Kai International
Limited for the account of Lucky Bingo Investment Limited
which is 70% beneficially owned by Mr. Yeung and 30%
beneficially owned by Mrs. Yeung in respect of the placing
arrangement described in the announcement of the Company
dated 18 February 2000. The Injunction implies that Lucky
Bingo Investment Limited is unable to complete the
subscription of the new shares of the Company as details
stated in the announcement of the Company dated 18 February
2000. Lucky Bingo Investment Limited are currently seeking
legal advice in relation to the Injunction. The Company has
applied a waiver to the Stock Exchange in relation to Rule
14.24 (6)(a) of the Rules Governing the Listing of Securities
on the Stock Exchange in respect of the extension of the
completion of the above subscription on or before 22 March
2000.
ADJOURNED HEARING ON 3 MARCH 2000
The Directors noted that a report was published in the 10
March 2000 issue of a local press which stated, any other
matters, Standard Chartered Bank, one of the creditors of
the Company, insisted to wind up the Company.
The Directors wish to state that at the hearing held on 3
March 2000 in relation to the winding up petition of the
Company, the hearing was adjourned to 15 March 2000. On 9
March 2000, the Company applied for an order to validate the
payments to be made to KPMG in preparing a report for the
court and at the same time an adjournment of the hearing of
the petition. The hearing of the petition was adjourned to
23 March 2000.
NEGOTIATION WITH INDEPENDENT INVESTORS FOR POSSIBLE
PLACEMENT
With reference to the announcement of the Company dated 15
February 2000, the Directors wish to notify the public that
the Company has temporarily ceased the negotiation with the
independent third party as stated in the announcement. The
independent third party may recommence its negotiations with
the Company when the above Injunction is released. The
Company is currently under negotiation with two independent
investors (the "Independent Investors") not connected with
any of the directors, chief executive or substantial
shareholders of the Company or any of its Subsidiaries or
an associate (as defined in the Rules Governing the Listing
of Securities on the Stock Exchange) for a possible placement
of the shares of the Company to the Independent Investors
which may lead to a change in the control of the Company.
The negotiation with each of the Independent Investors was
commenced from 12 March 2000. No legally binding agreement
in respect of the proposed placement has been reached yet.
The Company has not fixed any price or terms or number of
shares to be placed under this proposal. If this proposal
proceeds, the Independent Investors may hold 35% or more of
the enlarged issued share capital of the Company. It may
result in a change in the control of the Company and may
trigger an obligation on the part of the Independent
Investors to make a general offer in accordance with the Hong
Kong Code on Takeovers and Mergers.
The shareholders of the Company are urged to note that the
said proposal may or may not proceed. Persons dealing in
shares and warrants of the Company are therefore reminded
to exercise all due caution in dealing in the shares and the
warrants of the Company.
FURTHER DELAY IN THE PUBLICATION OF THE RESULTS OF THE GROUP
FOR THE YEAR ENDED 30 JUNE 1999 AND DESPATCH OF THE ANNUAL
REPORT
The Directors refer to the announcement of the Company dated
14 December 1999 and 26 January 2000 and further announce
that there will be a delay in publication of the audited
results of the Group for the year ended 30 June 1999 as the
senior management of the Group are in the negotiation with
the Independent Investor for the purpose of restructuring
the Group's debts. It is expected that the results of the
Group for the year ended 30 June 1999 will be published on
or before 31 March 2000. The annual report of the Company
will be sent to shareholders on or before 6 April 2000 and
the 1999 annual general meeting will be held on or before
5 May 2000.
The Company acknowledges that the delay in the despatch of
the annual report of the Company to its shareholders
constituted a breach of the listing agreement and hence, the
Rules Governing the Listing of Securities on the Stock
Exchange on the part of the Company. The Stock Exchange has
indicated that the extension of the time will not be granted
and has reserved the rights to take further action against
the Company and/or the Directors for such breach. The delay
in the publication of the results of the Group for the year
ended 30 June 1999 will not constitute a breach of the
memorandum of association and bye-laws of the Company and
the applicable laws of Bermuda.
SUSPENSION AND RESUMPTION OF TRADING
Trading in the shares and warrants of the Company were
suspended at 2:30 p.m. on 23 February 2000 at the request
of the Company pending this announcement and application has
been made to the Stock Exchange for resumption of trading
in the shares and warrants of the Company with effect from
10:00 a.m. on 15 March 2000.
GENERAL
In the meantime, public investors are urged to exercise
extreme caution in dealing in the shares and the warrants
of the Company.
The Directors have not dealt in any shares of the Company
since except those stated in the announcement of the Company
dated 18 February 2000. The Directors have undertaken to the
Stock Exchange that they will not deal in the shares of the
Company until the audited consolidated results of the Group
for the year ended 30 June 1999 are published.
By behalf of the board of directors of
Wah Lee Resources Holdings Limited
Yeung Kwok Fan
Chairman and Managing Director
Hong Kong, 14 March 2000
The Directors of the Company jointly and severally accept
full responsibility for the accuracy of the information
contained in this announcement, and confirm, having made all
reasonable inquiries, that to the best of their knowledge,
the opinions expressed in this announcement have been
arrived at after due and careful consideration and there are
no other facts not contained in this announcement, the
omission of which would make any statement in this
announcement misleading.
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