KING PACIFIC<0072> - 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.
KING PACIFIC INTERNATIONAL HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
ANNOUNCEMENT
In January 2000, the Company has issued several statements
which were released on the teletext regarding the unusual
movements in the price and/or trading volume of the shares of
the Company. The Board wishes to clarify that Mr. Cheng, CPDL,
ITE and ITI have respectively pledged their Shares with several
financial institutions namely ICEA Securities Limited, ING
Bank N.V. and China Everbright Securities Limited as to
approximately 10.1%, 4.4% and 0.4% of the entire issued share
capital of the Company as of 30th December, 1999. Due to the
default of certain personal loan arrangements with these
financial institutions, the pledged Shares of Mr. Cheng, CPDL,
ITE and ITI were disposed of by these financial institutions
in the public market on the Relevant Dates. The Stock Exchange
reserves its right to take action against the Company and its
directors regarding the non-disclosure of the Disposal during
the Relevant Dates.
The Board also wish to announce that on 8th February, 2000,
a resolution was passed at a meeting of the Board approving
that Mr. Cheung Yiu Wing be replaced by Mr. Cheng Chao Ming
as the Chairman of the Board with immediate effect but shall
remain as an executive director of the Company and that his
responsibility on the day to day management of the Company
shall remain unchanged. Further Mr. William Kwong Wai Tim
resigned on the same date as an independent non-executive
director of the Company.
The Board wish to state that at the meeting of the Board held
on 8th February 2000, Mr. Cheung Wing Keung, Samuel voted
against the resolution to publish this announcement on the
basis that the Company has been unsuccessful in its attempts
to contact representatives of China Fortune Limited to
ascertain China Fortune Limited's current shareholding in the
Company. Mr. Cheung Yiu Wing, who was not present at the meeting
approving this announcement, has raised certain objections
shortly prior to the time of printing as to the contents of
this announcement through his legal counsel. In summary, these
objections deal with (i) the validity of the Board resolution
approving that Mr. Cheung Yiu Wing be replaced by Mr. Cheng
Chao Ming as chairman of the Company; (ii) uncertainty as to
China Fortune Limited's shareholding in the Company; and (iii)
that this Announcement should include a confirmation from ICEA
(Nominee) Limited as to whether the Shares of the Company held
by them have been pledged.
The Board will convene a meeting shortly to address those
issues raised by Mr. Cheung Yiu Wing and will issue further
announcements to update shareholders and potential investors
as and when necessary. Accordingly, Mr. Cheung Wing Keung,
Samuel and Mr. Cheung Yiu Wing do not take responsibility over
the contents of this announcement.
The Disposal
The Board noted that there were unusual movements in the price
and/or trading volume of the shares of the Company on the
Relevant Dates and have issued statements and released on the
teletext on 13th, 18th, 19th and 26th January, 2000
respectively. Since neither of Mr. Cheng, CPDL, ITE or ITI has
reported to the Board regarding the Disposal on the Relevant
Dates, the Board was not aware of the Disposal when the
abovementioned teletext were issued. The Board was informed
of the Disposal on 26th January, 2000.
The Board wishes to further clarify those statements by
announcing that Mr. Cheng, CPDL, ITE and ITI have respectively
pledged their Shares with several financial institutions as
of 30th December, 1999. Due to the default of certain personal
loan arrangements with these financial institutions, the
pledged Shares of Mr. Cheng, CPDL, ITE and ITI were disposed
of by these financial institutions in the public market on the
Relevant Dates. As a result, the shareholdings in the Company
of Mr. Cheng, CPDL, ITE and ITI were significantly decreased
during January 2000. The shareholding structures of the
Company as at 30th December, 1999 (before such disposal) and
8th February, 2000 respectively are as follows:
(For the shareholding structure of the Company as at 30th December, 1999
& Shareholding structure of the Company as at 8th February, 2000, please
refer to the press announcement today.)
In this regard, the Board will continue its efforts to contact
representatives of China Fortune Limited for clarification, and make
further announcements to update shareholders as and when necessary.
The Board is not aware of there being an introduction of a
substantial shareholder of the Company as a result of the
Disposal. Save for the above, the Board is not aware of any
other reasons for the unusual movements in the price and/or
trading volume of the Shares during January 2000. The Board
further clarifies that it does not foresee any change of
members of the Board as a result of the Disposal in the
foreseeable future.
As a result of the Disposal, the Company wishes to remind the
shareholders that Acquisition and the Subscription Agreements
as described in its announcement dated 8th January, 2000 are
not completed yet and are subject to certain conditions. Also
as a result of the latest changes in the Company's shareholding
structure and if the conditions cannot be fulfilled, then the
above Agreements will not proceed and further announcement
will be made regarding the progress. The issue of the circular
in relation to the Acquisition and Subscription Agreement will
be delayed until further notice. Shareholders of the Company
and investors are advised to exercise extreme caution in
dealing in the Shares.
Change of Chairman and Resignation of Director
The Board further announces that on 8th February, 2000, a
resolution was passed at a meeting of the Board approving that
Mr. Cheng Yiu Wing be replaced by Mr. Cheng Chao Ming as the
Chairman of the Board with immediate effect. On the same date,
Mr. William Kwong Wai Tim resigned as an independent non-
executive director of the Company and upon this resignation,
Mr. Lee Sheung Wah, James, Steven Kwan and Chuang Shih Ping
shall continue as independent non-executive directors of the
Company.
Definitions:
``Board'' the board of directors of the Company
``CPDL'' Changjiang Power Development (H.K.) Co. Limited,
a limited company incorporated in Hong Kong and wholly-owned
by Mr. Cheng
``Company'' King Pacific International Holdings Limited
``Disposal'' the disposal of the pledged Shares of Mr. Cheng,
CPDL, ITE and ITI
``Group'' the Company together with its subsidiaries
``ITE'' Intelligent Trico Enterprises Company Limited, a
limited company incorporated in Hong Kong
``ITI'' Intelligent Trico Investment Holdings Limited, a
limited company incorporated in Hong Kong
``Listing Rules'' the Rules Governing the Listing of
Securities on the Stock Exchange
``Mr. Cheng'' Cheng Chao Ming
``Relevant Dates'' 11th, 13th, 14th and 19th January, 2000
``Shares'' shares of HK$0.10 each in the capital of the
Company
``Stock Exchange'' The Stock Exchange of Hong Kong Limited
On behalf of the board of
King Pacific International Holdings Limited
Xiong Pingbo, Paul
Director
Hong Kong, 10th February, 2000
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