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 Board held a meeting on 29th February, 2000 to consider issues
which have been described in various recent announcements by the
Company and the results of the Meeting is summarised in this
announcement.
The Board wish to announce that Mr. Gao Zong Ze and Ms. Amelia
O.M. Cheung were appointed as independent non-executive
directors of the Company.
The directors of the Company ("Board") refers to the
announcements of the Company dated 26th February, 2000 and 29th
February, 2000 ("Previous Announcements") and confirm that a duly
convened meeting of the Board was held on 29th February, 2000
("Meeting") to resolve various matters as set out in the Previous
Announcements, amongst others. The Meeting was attended by Mr.
Cheng Chao Ming, Jenson, Mr. Zeng Xiang Zhi, Mr. Cheung Kung Tai,
Mr. Ching Kwok Leung, Mr. Xiong Pingbo, Paul, Ms. Cheung Lik Ping,
Mr. Chen Vee Yong, Frederick, Mr. Hui Yat On, Kelvin, Dr. Charles
W.B. Cheung J.P., Mr. Lee Sheung Wah, James and Mr. Steven Kwan,
while Mr. Cheung Yiu Wing and Mr. Cheung Wing Keung, Samuel ( the
"Cheung Directors") were absent.
WUHAN OCEAN ESSENCE WATER FACTORY COMPANY LIMITED ("Wuhan
Company")
As previously announced, the Cheung Directors have requested
through their legal counsel, among other things, that the
Company's audit committee should investigate the events
surrounding the Company's investment in the Wuhan Company. The
Board has resolved that the Cheung Directors be requested to
provide information in support of their allegations regarding the
Wuhan Company. At this time, the Board has not received such
information from the Cheung Directors.
The Board considered amongst other things the request by the
Cheung Directors and resolved at the Meeting that an independent
board committee be formed to investigate the events surrounding
the Company's investment in the Wuhan Company.
This investigation may affect the progress of the possible
disposal of the Wuhan Company, as announced by the Company on 17th
February, 2000. The Company will update shareholders as and when
necessary in relation to the possible disposal.
PRESS ARTICLES
Certain articles have also appeared in the press on 24th and 25th
February, 2000 as previously announced by the Company relating
to, amongst other things, statements which referred to Mr. Cheng
Chao Ming, Jenson and Mr. Cheung Yiu Wing regarding the affairs
of the Company (the "Articles").
At the Meeting, the Board resolved that each of Mr. Cheung Yiu
Wing and Mr. Cheng Chao Ming, Jenson should be requested to
clarify the statements contained in the Articles and to provide
the Board with information in support of the statements made in
the Articles. At this time, the Board has not received any
information, but will update shareholders as and when necessary
when it has received relevant information from those directors.
PETITION
As announced by the Company on 26th February, 2000, the Cheung
Directors served on, inter alia, the Company and certain of its
directors a Petition under section 168A of the Companies
Ordinance alleging that the Company and its affairs are being
conducted in a manner unfairly prejudicial to the interests of
its shareholders ("Petition").
The Board has appointed legal counsel to represent the Company
to defend the Petition at the hearing scheduled to be held on 13th
March, 2000. At the Meeting, the Board has also resolved to
request each of Mr. Cheung Yiu Wing and Mr. Cheng Chao Ming, Jenson
provide information regarding all allegations made in the
Petition. The Board has not received such information at this
time.
The Company received a letter from legal counsel to the Cheung
Directors dated 6th March, 2000 indicating that counsel for the
Cheung Directors will apply to the court at the hearing on 13th
March, 2000 to withdraw the petition with costs to the Cheung
Directors.
Appointment of Directors
At a meeting of the Board held on 7th March, 2000, Mr. Gao Zong
Ze and Ms. Amelia O.M. Cheung were appointed as independent
non-executive directors of the Company with immediate effect.
Mr. Cheng Chao Ming, Jenson, Mr. Xiong Pingbo, Paul, Mr. Ching
Kwok Leung, Mr. Chen Vee Yong, Frederick, Mr. Hui Yat On, Kelvin
and Dr. Charles W.B. Cheung J.P. voted in favour of the
resolutions approving the appointment while Mr. Cheung Yiu Wing
and Mr. Cheung Wing Keung, Samuel abstained from voting on these
resolutions.
Mr. Cheung Kung Tai, Mr. Zeng Xiang Zhi and Ms. Cheung Lik Ping
were absent from the meeting held on 7th March, 2000.
APPROVAL OF THIS ANNOUNCEMENT
The publication of this announcement has been approved by Mr.
Cheng Chao Ming, Jenson, Mr. Zeng Xiang Zhi, Mr. Cheung Kung Tai,
Mr. Xiong Pingbo, Paul, Mr. Ching Kwok Leung, Ms. Cheung Lik Ping,
Mr. Chen Vee Yong, Frederick, Mr. Hui Yat On, Kelvin and Dr.
Charles W.B. Cheung J.P.. Each of the directors of the Company
who approved this announcement take responsibility for the
accuracy of this announcement. Mr. Cheung Yiu Wing and Mr. Cheung
Wing Keung, Samuel were not contactable for the approval of this
announcement prior to the time of printing.
Further announcements will be issued by the Company as and when
necessary regarding the progress of the matters contained in this
announcement.
In the meantime, shareholders and potential investors should
exercise extreme caution when dealing in the securities of the
Company.
Made by order of the board
Hui Yat On, Kelvin
Director
Hong Kong, 7th March, 2000
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