CHINA UNITED<0273> - Announcement
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation 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.
China United Holdings Limited
(the "Company")
(Incorporated in Bermuda with limited liability)
COMPLETION OF ACQUISITION TRANSACTIONS
Summary
The directors are pleased to announce that the acquisition of 4,400,000
shares in TCM-Online Incorporated at the total consideration of
US$6,600,000.00 which was equivalent of HK$51,348,000.00 was completed on
25th February, 2000.
The Transaction
As announced in the press on 18th February, 2000, the Company entered into
two conditional sale and purchase agreements on 1st February, 2000 (the
"Agreements") with Mr. Jim Wang and Lucky Delight Investments Limited
(collectively the "Vendors") to acquire from the Vendors up to an
aggregate of 4,400,000 shares ("Sale Shares") representing approximately
17.086% of the issued share capital of TCM-Online Incorporated ("TCM")
(the "Acquisition") of par value of USD0.01 each at the total
consideration of USD6,600,000.00 which was equivalent to HK$51,348,000.00
(the "Aggregate Consideration"). The Aggregate Consideration was
determined based on arms length negotiations between the Vendors and the
Company.
TCM was incorporated under the laws of British Virgin Islands on 9th
March, 1999 and does not have its profit and loss nor net asset value
ascertained as at 25th February, 2000.
Lucky Delight Investments Limited which was incorporated under the laws of
British Virgin Islands on 8th June, 1999 and is owned by a company and
three individuals all of whom and Mr. Jim Wang are independent third
parties not connected with any of the directors, chief executive or
substantial shareholders of the Company and its subsidiaries or associates
(as defined in the Rules Governing the Listing on the Stock Exchange of
Hong Kong Limited) or any of them.
Completion of the Acquisition was conditional upon other shareholders of
TCM not having exercised their first rights of refusal to acquire the Sale
Shares; and the Company having completed a due diligence review in
accordance with the Agreements.
All conditions precedent were satisfactorily completed and the Acquisition
of 4,400,000 Sale Shares took place on 25th February, 2000. A total
deposit of US$660,000.00 which was equivalent of HK$5,134,800.00 was paid
on the execution date of the Agreements. Approximately HK$47 million of
the funding for the Acquisition was originated from the proceeds of the
placement of new shares in the Company as announced on 18th February,
2000.
Information relating to TCM:
TCM will provide through its own websites on the internet traditional
Chinese medicine and health care content; consultation with medical
professionals; a conduit for interaction between communities; and also a
forum for exchange of information and for trading of products like
hospital administration software; rehabilitation courses; health products
and related equipment. One of the websites of TCM in the name of
"CINTCM.AC.CN" has been in operation since January this year; and the
second website is targeted to be launched around April 2000 and the third
website is also targeted to be launched at the end of this year.
Reason for the Acquisition:
The Acquisition is a strategic investment of the Company which, in the
directors' belief, will be of long term benefit to the Company. The fast
growing international recognition of traditional Chinese medicine provides
a very good platform for serious investment in the proper development and
promotion of services relating to Chinese medicinal methods. The directors
are of the opinion that promotion of Chinese medicine and related
activities through the internet will provide the basis for the advancement
and development of the Chinese medicinal profession which will bring
extensive business opportunities. Through the Acquisition, the Company
will have the opportunity also of working with good partners in Hong Kong
and elsewhere in the People's Republic of China ("PRC"). The directors
also believe that the Acquisition will set a good initial path for the
Company to diversify from its existing business of property investments in
Hong Kong and the PRC.
By Order of the Board of Directors of
China United Holdings Limited
Chung Wilson
Managing Director
Hong Kong, 3rd March, 2000
|