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
The Company has been in discussion with a U.S. investor for a possible
sale of the entire issued share capital of Ocean Essence Holdings
Limited which is a wholly owned subsidiary of the Company holding
the Company's 90% interest in the Wuhan Company. The proposed
consideration for the disposal is an either issue of shares of Z.com
to the Company, or partly by an issue of shares of Z.com and partly
by cash.
The Company has appointed Mr. Chen Vee Yong, Frederick and Mr. Hui
Yat On, Kelvin as executive directors of the Company, while Mr.
Chuang Shih Ping was removed as an independent non-executive
director of the Company.
The Board has noted the recent increase in price and trading volume
of the shares of the Company on 17th February, 2000. Save as announced
herein, the Board is not aware of any matter that might have resulted
in the increase.
Recent increase in price and trading volume of shares
This statement is made at the request of The Stock Exchange of Hong
Kong Limited.
The Board has noted the significant recent increase in price and
trading volume of the shares of the Company on 17th February, 2000.
POSSIBLE DISPOSAL OF WUHAN OCEAN ESSENCE WATER FACTORY COMPANY
LIMITED (``WUHAN COMPANY'')
The Company has been in discussion with a U.S. investor for a possible
sale of the entire issued share capital of Ocean Essence Holdings
Limited which is a wholly owned subsidiary of the Company holding
the Company's 90% interest in the Wuhan Company. The proposed
consideration for the disposal shall be satisfied either by an issue
of shares of Z.com to the Company, or partly by an issue of shares
of Z.com and partly by cash. Z.com is a company incorporated in the
U.S..
A preliminary non binding letter of intent has been executed on 11th
February, 2000 in respect of this possible transaction, and the
Company will perform due diligence on the U.S. investor to determine
if this transaction should proceed.
The U.S. Investor, has investments in various companies which are
principally engaged in telecommunication, internet security and
logistic solutions in the U.S. and U.K. The U.S. Investor has
recently acquired through Z.com a subdivision from a
telecommunication company in the U.S. Z.com is now principally
engaged in the telecom business in the U.S.
It is uncertain at this time as to whether the transaction is
notifiable under the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited. Shareholders should be aware
that this transaction may or may not proceed. Shareholders and
potential investors should take caution when dealing in the
securities of the Company.
APPOINTMENT AND REMOVAL OF DIRECTOR(S)
At a meeting of the Board on 11th February, 2000, Mr. Chen Vee Yong,
Frederick and Mr. Hui Yat On, Kelvin were appointed as executive
directors of the Company. Mr. Cheng Chao Ming, Jenson, Mr. Xiong
Pingbo, Paul, Mr. Cheung Kung Tai, Ms. Cheung Lik Ping, Mr. Zeng
Xiang Zhi and Mr. Ching Kwok Leung voted in favour of the resolution
approving this appointment while Mr. Cheung Yiu Wing and Mr. Cheung
Wing Keung, Samuel voted against the resolution.
At the same meeting, Mr. Chuang Shih Ping was removed as an
independent non-executive director of the Company in accordance with
the Company's bye-laws on the basis of his absence from meeting of
the board of directors during a continuous period of six months
without special leave of absence from the Board. Mr. Cheng Chao Ming,
Jenson, Mr. Xiong Pingbo, Paul, Mr. Cheung Kung Tai, Ms. Cheung Lik
Ping, Mr. Zeng Xiang Zhi and Mr. Ching Kwok Leung voted in favour
of the resolution approving this removal while Mr. Cheung Wing Keung,
Samuel abstained from voting on the resolution. At the time this
resolution was passed, Mr. Cheung Yiu Wing had already left the
meeting and therefore did not cast his vote on this resolution.
Mr. Chuang Shih Ping, Mr. Lee Sheung Wah, James and Mr. Steven Kwan
were absent from the meeting.
DIRECTORS DEALINGS
As far as the Board is aware, none of the directors have purchased
or sold shares of the Company today, and none of the directors' shares
of the Company which have been pledged have been sold in the market
today. This statement does not apply to Mr. Cheung Wing Keung, Samuel,
Mr. Lee Sheung Wah, James and Mr. Steven Kwan who were not contactable
for clarification prior to the time of printing.
OTHER DISCLOSEABLE INFORMATION
With regards to a number of issues raised in the announcement of the
Company dated 10th February, 2000, a Board meeting will be held on
21st February, 2000 to address those issues. The Company will make
further announcements to update shareholders with further
announcement on and when necessary.
APPROVAL OF THIS ANNOUNCEMENT
The publication of this announcement has been approved by Ms. Cheung
Lik Ping, Mr. Cheung Kung Tai, Mr. Cheng Chao Ming, Jenson, Mr. Zeng
Xiang Zhi, Mr. Ching Kwok Leung, Mr. Xiong Pingbo, Paul, Mr. Chen
Vee Yong, Frederick and Mr. Hui Yat On, Kelvin. Each of the directors
of the Company who approved this announcement take responsibility
for the accuracy of this announcement.
The Board confirms that other than as disclosed above, there are no
negotiation or agreements relating to intended acquisitions or
realisations which are discloseable under paragraph 3 of the Listing
Agreement neither is the Board aware of any matters discloseable
under the general obligation imposed by paragraph 2 of the Listing
Agreement, which is or may be of a price-sensitive nature.
Made by order of the board
Xiong Pingbo, Paul
Director
Hong Kong, 17th February, 2000
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