ONLINE CREDIT<0185> & EBIZ.HK.COM<0384>-Joint Announcement & Resumption of Trading
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.
Online Credit International Limited
(Incorporated in Hong Kong with limited liability)
MAJOR TRANSACTION
eBiz.hk.com Limited
(Incorporated in Bermuda with limited liability)
Global Vmall.com (USA) Inc.
(Incorporated in the United States of America with
limited liability)
JOINT ANNOUNCEMENT
Grant of options by Online Credit International Limited
over shares and convertible preference shares in
eBiz.hk.com Limited to Global Vmall.com (USA) Inc.
Online Credit has entered into the Agreement with
Global Vmall to grant to it in separate tranches: (i)
the 1st Option for an option fee of SGD600,000; and (ii)
the 2nd Option for an option fee of SGD1,400,000. The
aggregate consideration amounts to SGD2,000,000
(equivalent to HK$9.4 million). Upon full exercise of
the 1st Option, Global Vmall will acquire 47,000,000
Shares and 9,000,000 Preference Shares. Upon full
exercise of the 2nd Option, Global Vmall will acquire
37,000,000 Preference Shares.
Shareholders of Online Credit and eBiz should note that
the Options may or may not be exercised at the sole
discretion of Global Vmall. In addition, Global Vmall
is a start-up company with no significant financial
resources at present and no detailed financing or
business plan. Its ability to exercise the Options will
depend principally on its ability to market its
electronic mall concept structured through a Hong Kong
listed company to partners, investors and financiers
over the period of the Options as set out above. There
is no guarantee that Global Vmall will be successful
in this attempt and no objective basis for estimating
how successful their plans will be. Consequently,
Online Credit may not receive the amounts mentioned
below and eBiz may not gain a substantial new
shareholder. Global Vmall was incorporated on 29th
November, 1999 in Colorado in the USA and is a start-up
corporation engaged in e-commerce preparing to set up
an electronic shopping mall. Its present paid up share
capital is US$361,446. Accordingly, Global Vmall does
not have sufficient financial resources at present to
exercise the 1st Option, the 2nd Option or to fund any
potential general offer.
Further announcement will be made by Global Vmall, eBiz
and/or Online Credit as appropriate once Global Vmall
has formulated the financing arrangements.
Shareholders of Online Credit and eBiz and investors
in general are advised to exercise caution in dealing
in the shares and warrants of Online Credit and the
shares of eBiz pending the possible exercise of the
Options.
AGREEMENT DATED 7TH JANUARY, 2000
Grantor : Online Credit
Grantee : Global Vmall, which is independent of and
not connected with and not acting in concert with, eBiz
and Online Credit, the chief executive, directors and
substantial shareholders of eBiz and Online Credit and
their subsidiaries or their respective associates or
parties acting in concert with each of them
The 1st Option: a call option to purchase 47,000,000
existing Shares and 9,000,000 existing Convertible
Preference Shares.
The 2nd Option: a call option to purchase 37,000,000
existing Convertible Preference Shares.
The exercise of the 1st Option and the 2nd Option is
independent of each other. The conversion of the
Convertible Preference Shares under the 1st Option and
the 2nd Option are independent of each other. The
Options are not transferable but the underlying
securities are transferable. The 47 million Shares
represent approximately 23.4% of the existing issued
Shares and approximately 41.2% of the Shares currently
held by Online Credit. The Options are exercisable in
whole or in part (in multiples of 1,000,000 Shares and
1,000,000 Preference Shares). The 46,000,000
Convertible Preference Shares are convertible at the
current conversion price of HK$0.13 per Share into in
aggregate 353,846,153 Shares, representing
approximately 176% of the existing Shares.
Consideration:
The option fee of SGD600,000 (approximately HK$2.8
million) for the 1st Option was paid on 7th January,
2000. The fee for the 2nd Option is SGD1,400,000
(approximately HK$6.6 million) and is payable on
satisfaction of the condition set out below. The
consideration has been agreed between the parties based
on arm's length negotiations and with reference to the
recent market prices of the Shares.
Exercise price:
SGD200,000.00 (approximately HK$936,000) for every
1,000,000 Shares and SGD1,538,461.40 (approximately
HK$7.2 million) for every 1,000,000 Convertible
Preference Shares is equivalent to approximately
HK$0.936 per Share at current exchange rates
("Effective Consideration").
Exercise period:
The 1st Option shall remain open for exercise for a
period of 125 days commencing from the date of the
Agreement.
The 2nd Option shall remain open for exercise for a
period commencing from the date of receipt of the fee
for the 2nd Option and ending 90 days thereafter or 180
days from the date of the Agreement, whichever is the
later.
Existing issued securities of eBiz:
As at the date of this announcement, eBiz has in issue
200,600,000 Shares and 68,500,000 Convertible
Preference Shares. The Convertible Preference Shares
are entirely held by Online Credit and are not listed
on the Stock Exchange, but are convertible at HK$0.13
per Share (subject to adjustment) into a total of
526,923,076 Shares. The Convertible Preference Shares,
when converted in full, would represent 263% of the
existing Shares. The Convertible Preference Shares are
redeemable on 31st March, 2004, and have a fixed
dividend of 3% p.a. for the third to fifth years
following their issue.
The Shares subject to the Options represent
approximately 23.4% of the existing Shares and the
Convertible Preference Shares subject to the Options
represent approximately 67.2% of the existing
Convertible Preference Shares. Assuming that all
Convertible Preference Shares are converted in full,
the 400,846,153 Shares resulting from full exercise of
the Options and full conversion of the Convertible
Preference Shares would represent approximately 55.1%
of the enlarged issued Shares and 199.8% of the existing
issued Shares.
The aggregate fees for granting the Options of SGD2
million are non-refundable but can be utilised by
Global Vmall in payment for the exercise of the last
tranche of the Options. The aggregate amount receivable
by Online Credit upon full exercise of the Options will
amount to SGD80,169,224.4 (equivalent to approximately
HK$375,192,000). On the basis of a maximum of
400,846,153 Shares subject to the Options and on full
conversion of the Convertible Preference Shares, the
aggregate consideration is equivalent to a price of
HK$0.936 per Share.
As compared to the closing price of HK$1.15 on the Stock
Exchange on 6th January, 2000 (being the last day prior
to the suspension of trading in the Shares), the
Effective Consideration represents a discount of
approximately 18.6%. The Effective Consideration also
represents a premium of approximately 23.2% to the
average of the closing prices for the 10 days ended on
6th January, 2000 of HK$0.76 per Share. The directors
of Online Credit consider the terms of the Options
(including the exercise price of the Options) to be fair
and reasonable so far as Online Credit and its
shareholders are concerned.
Condition:
Pursuant to the Agreement, the payment of the fee for
the 1st Option, which is not conditional, has been made.
Under the Listing Rules, as the disposal of the
47,000,000 Shares and the 37,000,000 Convertible
Preference Shares resulting from exercise of the 2nd
Option by Global Vmall would constitute a major
transaction for Online Credit, the grant of the 2nd
Option is conditional on the approval of the
shareholders of Online Credit in general meeting.
Shareholdings in eBiz
Shareholdings Shareholdings
Upon exercise Upon exercise
of the of the
Existing % 1st Option # % 1st Option @ %
Ordinary Shares:
Online Credit
113,949,700 56.8 66,949,700 33.4 66,949,700 24.8
Global Vmall
0 0 47,000,000 23.4 116,230,769 43.1
Public
86,650,300 43.2 86,650,300 43.2 86,650,300 32.1
Total 200,600,000 100.0 200,600,000
100.0 269,830,769 100.0
Convertible Preference Shares
Upon exercise Upon exercise
of the of the
Existing % 1st Option # % 1st Option @ %
Online Credit 68,500,000 100.0 59,500,000
86.9 9,500,000 100.0
Global Vmall 0 0 9,000,000
13.1 0 0
# Before conversion of any of the Convertible
Preference Shares.
@ Assuming Global Vmall exercises all of its
Convertible Preference Shares and Online Credit does
not after the exercise of the 1st Option.
POTENTIAL CHANGE OF CONTROL IN DUE COURSE
Shareholdings in eBiz
Upon full exercise
of Options and
full conversion
Existing % of Preference Shares* %
Ordinary Shares:
Online Credit
113,949,700 56.8 240,026,623 33.0
Global Vmall
0 0 400,846,153 55.1
Public
86,650,300 43.2 86,650,300 11.9
Total 200,600,000 100.0 727,523,076 100.0
Convertible Preference Shares
Upon full exercise
of Options and
full conversion
Existing % of Preference Shares * %
Online Credit 68,500,000 100.0 0 0
Global Vmall 0 0 0 0
* Assuming both Online Credit and Global Vmall fully
exercise the Convertible Preference Shares held by
them.
The directors of eBiz (including any new directors
nominated by Global Vmall), Online Credit and Global
Vmall will jointly and severally undertake to the Stock
Exchange to take appropriate steps to ensure that a
sufficient public float exists in the Shares.
It should be noted that Global Vmall has only a small
equity capital at present and no funding arrangements
have yet been made to allow Global Vmall to exercise
the Options. However, if the Options are exercised in
full or part and conversion of Convertible Preference
Shares by Global Vmall takes place, it is possible
(depending inter alia on the shareholdings and issued
share capital structure of eBiz at that time) that a
change of control will occur and a general offer for
the Shares of eBiz would be triggered under Rule 26 of
the Code. Under the terms of the Agreement, Global Vmall
has undertaken to comply with the relevant provisions
of the Code.
INFORMATION ON GLOBAL VMALL
Global Vmall was incorporated on 29th November, 1999
in Colorado in the USA and is a start-up corporation
engaged in e-commerce preparing to set up an electronic
shopping mall. Its present paid up share capital is
US$361,446. Accordingly, Global Vmall does not have
sufficient financial resources at present to exercise
the 1st Option, the 2nd Option or to fund any potential
general offer. It is principally for this reason that
the Proposals have been structured through the Options
rather than as an outright purchase, which is
impossible for Global Vmall to finance at present.
However, by tying up certain Shares and the Preference
Shares through the Options, Global Vmall has put itself
in a position to approach partners, co-investors and
other potential providers of venture or incubation
capital with an investment proposal to develop a
start-up electronic shopping mall through a Hong Kong
listed company. The shareholders of Global Vmall
believe that this structure, combined with their
preliminary concept, business experience and
background, creates a strong enough chance of a
successful fund raising to justify the payment of
option fees equivalent to HK$9.4 million
(approximately 2.5% of the funds required to exercise
the Options). However, this belief is not yet tested
in detail in the market place or supported by any
specific investment proposal or commitment from any
third party. In addition, Global Vmall has to-date put
together only a preliminary concept of how the
electronic shopping mall might work in practice and
this concept may be amended to suit the requirements
or preferences of potential partners and investors. If
a satisfactory business plan cannot be developed, there
is no likelihood of securing the required funding. Even
if such a plan is developed, the availability of funding
will depend, inter alia, on market conditions and
investor preferences and no reasoned assessment of the
chances of success can presently be made. Further
announcement will be made by Global Vmall, eBiz and/or
Online Credit as appropriate once Global Vmall has
formulated the financing arrangements.
Global Vmall has currently established offices in the
USA. Global Vmall is beneficially owned by three
investors who are resident in Singapore and the USA and
is independent of and not connected with and not acting
in concert with, eBiz and Online Credit, the chief
executive, directors and substantial shareholders of
eBiz and Online Credit and their subsidiaries or their
respective associates or parties acting in concert with
each of them. The three investors are Mr. Tan Eng Seng,
Mr. Victor Eu and Mr. Wei Heng, Chang.
The experiences of the directors/consultant of Global
Vmall are detailed as follows:
Mr. Tan Eng Seng, aged 49, is an enterpreneur who has
ventured into various trade and industries. He was the
first to receive a government scholarship from the
Singapore National Maritime Board and later studied at
the Southampton University, U.K. He has over 20 years
of experience in the trading of commodities and export
of chemicals to the surrounding regions including
Indonesia, Malaysia, Thailand, South Korea and Japan.
Between 1987 and 1995, he was the Managing Director of
the Asia-Pacific region for Thaumaturgy International
(UK) Ltd., whose headquarters is located in Blackburn,
U.K. He is a firm believer of the new era of e-commerce
and internet based business. He is one of the co-
founders for Global Vmall.
Mr. Victor Eu, aged 36, is an experienced businessman
and venture capitalist. He has invested in various
start up companies' dealing in computers, information
technologies and network marketing. He was formerly a
Vice-President of Chase Manhattan Bank, Singapore
branch from 1989 to 1997. He has developed extensive
experience in the financial and banking trade. Since
then, he has invested in the Network Referral Marketing
System in Singapore, a computer information technology
dealing with the supply of information technology
systems to companies with the potential to expand into
various countries in the Asian countries. He had been
involved in network marketing.
Ms. Tracy Chen, aged 40, a business women with
investments in car trading and e-commerce ventures. She
has worked in various companies including Baker
McKenzie and Noell Engineering, a German Multinational
Corporation. She had over 20 years experience in
managing franchisee operations and networking. She has
been a successful real estate marketer. She was the
former franchisee of Ken Air Travels promoting tours
and air ticketing.
Mr. Wei Heng Chang, aged 45, is an investor and
consultant of Global Vmall. He is the Chairman and
founder of Hotelnet (USA) Inc. - an internet E Commerce
company incorporated in Delaware and operating from its
New York office. He has worked with various large
multinational companies including Eli Lilly, U.S.A.
and Berger Paints Worldwide, U.K. He has over 20 years
of international marketing and retail experience. He
has developed and patented several E-Commerce internet
systems including the Network Referral Marketing
System in Singapore and the Hotelnet Multimedia System
in the USA. being internet systems for hotels and
retailing. He is based in the USA and Singapore. He has
invested in serveral E commerce startups by way of start
up capital and have established a large base of
connections both in the USA, Europe and Asia.
The directors of Global Vmall will be working full time
for Global Vmall.
Upon the exercise of the 1st Option, Global Vmall will
seek the appointment of two directors to the board of
eBiz to participate in the management of the strategic
alliance. Global Vmall intends to co-operate with eBiz
as a strategic partner to spearhead business expansion
in e-commerce in Japan, Hong Kong and the PRC with the
objective of binding a dynamic network of shoppers and
businesses that engage in e-commerce worldwide. Global
Vmall intends to develop its business in conjunction
with Online Credit using its contacts and financial
systems.
As the plans are in the very early stage and there is
no certainty or even a reasoned assessment as to whether
the Options will be exercised, further information on
Global Vmall, including any intention of Global Vmall
regarding the future business of eBiz, any injection
or disposal of assets or changes to the board of
directors or management of eBiz, future exercise of the
Options, future conversion of any Convertible
Preference Shares and the future management of eBiz,
will be announced once such matters are relevant for
decision and are made known to the board of eBiz by
Global Vmall. Any comment on such matters at this stage
presupposes that the Proposals are at a more advance
stage than they are and would be premature and
potentially misleading to shareholders and investors.
INFORMATION ON ONLINE CREDIT
Online Credit is a company incorporated in Hong Kong
and is principally engaged in investment holding,
property investment and development, management
consultancy, financial and securities investment. If
the Options are exercised in full, the directors
estimate that the total proceeds from the transaction
would represent a surplus of approximately HK$295.5
million over the book value of Online Credit's interest
in eBiz. Proceeds from the grant and exercise of the
Options will be applied as general working capital of
Online Credit and towards the expansion of the
financial services division of Online Credit. The
directors of Online Credit intend to retain the
remaining Shares and Convertible Preference Shares as
a long term investment if Global Vmall exercises the
Options. If Global Vmall does not exercise the Options,
Online Credit intends to retain its current
shareholding in eBiz.
The structure of the Agreement has been negotiated
between the parties based on arms' length negotiations
and the directors of Online Credit consider the terms
of the Options (including the exercise price of the
Options) to be fair and reasonable so far as Online
Credit and its shareholders are concerned. The
Agreement in its current structure has been proposed
by Global Vmall, involving the grant of the Options
instead of a direct sale and purchase of the securities
in eBiz, and accepted by the directors of Online Credit
in view of the fees for the Options and the significant
premium over the investment cost of Online Credit in
securities of eBiz. Despite the difficult working
environment faced with eBiz in the retail sector as
detailed below, eBiz has adopted stringent cost control
measures, and Online Credit's directors remain
confident of the prospects of eBiz with the increasing
focus on e-commerce operations by eBiz.
INFORMATION ON EBIZ
eBiz is principally engaged in the retailing of fashion
apparel and accessories, property investment and
financial and securities investment. The eBiz Group has
in recent years concentrated on marketing fashion
through factory outlets, retail outlets, warehouses
and on-line using web site trading. The number of retail
outlets of eBiz kept on its downward trend to control
operating costs. The eBiz Group recorded consolidated
losses after taxation for the years ended 31st March,
1998 and 1999 of approximately HK$84.1 million and
HK$29.9 million, respectively. As at 31st March, 1999,
eBiz had an audited consolidated net asset value of
approximately HK$23.4 million. After adjusting for the
Convertible Preference Shares, each Share has an
attributable net deficiency of HK$0.22.
For the 6 months ended 30th September, 1999, eBiz
recorded an unaudited turnover of approximately HK$5.1
million and a loss attributable to shareholders of
approximately HK$186,000. As mentioned in the interim
report of eBiz for the 6 months ended 30th September,
1999, the management stated that it will endeavour to
concentrate its efforts on innovative marketing
through the use of e-commerce and to strive to minimise
operating costs in order to restore the Group's
profitability in the foreseeable future. This was one
of the contributing factors for the reduction in losses
of shareholders for the six months ended 30th September,
1999. The board of eBiz believe that e-commerce will
enhance the eBiz Group's profile in the international
market. Ebiz's "virtual store" is receiving new
visitors and should enlarge the customer base of eBiz.
In addition to the current site that provides online
shopping for fashion, eBiz is currently studying the
feasibility of sites that will provide online shopping
for other products. The launching of secured online
credit card transactions targetted for early this year
should enhance operational efficiency and open new
avenues for the e-business.
The directors of eBiz envisage that there will be no
resignations from the existing board of directors of
eBiz before Global Vmall exercises the Options, at
which time the board composition of eBiz will be further
discussed between the parties. The directors of eBiz
comprised Mr. Chan Heng Fai, Ms. Chan Yoke Keow, Ms.
Chan Sook Jin, Mary-ann, Mr. Lau Man Tak, Mr. Fong Kwok
Jen, Mr. Woodldridge Mark Dean, Mr. Chan Tong Wan, Mr.
Lee Ka Leung, Daniel, Mr. Wong Dor Luk, Peter and Mr.
Da Roza Joao Paulo. Of which Mr. Chan Heng Fai, Ms. Chan
Yoke Keow, Ms. Chan Sook Jin, Mary-ann, Mr. Fong Kwok
Jen, Mr. Lee Ka Leung, Daniel and Mr. Wong Dor Luk, Peter
are also directors of Online Credit.
LISTING STATUS OF EBIZ
The Stock Exchange has stated that it will not grant
any waiver in relation to the 25% public float
requirement under the Listing Rules and will closely
monitor trading in the Shares if, on conversion of the
Preference Shares, less than 25% of the Shares are held
by the public.
If the Stock Exchange believes that:
* a false market exists or may exist in the Shares;
or
* there are too few Shares in public hands to maintain
an orderly market,
then it will consider exercising its discretion to
suspend trading in the Shares.
The directors of the eBiz, Online Credit and Global
Vmall will jointly and severally undertake to the Stock
Exchange to take appropriate steps to ensure that a
sufficient public float exists in the Shares.
If eBiz remains listed on the Stock Exchange, the Stock
Exchange will closely monitor all acquisitions or
disposals of assets by eBiz. The Stock Exchange has the
discretion to require eBiz to issue a circular to the
Shareholders irrespective of the size of the proposed
transaction, particularly when such proposed
transaction represents a departure from the principal
activities of eBiz. The Stock Exchange also has the
power to aggregate a series of transactions and any such
transactions may result in eBiz being treated as if it
were a new listing applicant.
CAUTION
Shareholders of Online Credit and eBiz should note that
the Options may or may not be exercised at the sole
discretion of Global Vmall. In addition, Global Vmall
is a start-up company with no significant financial
resources at present and no detailed financing or
business plan. Its ability to exercise the Options will
depend principally on its ability to market its
electronic mall concept structured through a Hong Kong
listed company to partners, investors and financiers
over the period of the Options as set out above. There
is no guarantee that Global Vmall will be successful
in this attempt and no objective basis for estimating
how successful their plans will be. Consequently,
Online Credit may not receive the amounts mentioned
above and eBiz may not gain a substantial new
shareholder. Shareholders of Online Credit and eBiz and
investors in general are advised to exercise caution
in dealing in the shares and warrants of Online Credit
and the shares of eBiz pending the possible exercise
of the Options.
A further announcement will be made as soon as Global
Vmall communicates any decision in relation to the
exercise of the Options to Online Credit.
TRADING OF SECURITIES
Trading in the securities of Online Credit and eBiz were
suspended from 10:00 a.m. on Friday, 7th January, 2000
at the request of the respective companies pending the
release of this announcement. Application has been made
for trading in such securities to resume at 10:00 a.m.
on Friday, 14th January, 2000.
GENERAL
The grant of the 2nd Option would constitute a major
transaction of Online Credit. A circular will be issued
to shareholders of Online Credit providing further
details of the Proposals and a notice of an
extraordinary general meeting of Online Credit to be
held to consider the 2nd Option.
DEFINITIONS
"Agreement" the agreement entered into between Online
Credit and Global Vmall in relation to the grant of the
Options dated 7th January, 2000
"Associate(s)" has the meaning given it in the Listing
Rules
"Code" Hong Kong Code on Takeovers and Mergers
"eBiz" eBiz.hk.com Limited, a company incorporated in
Bermuda with limited liability with its Shares listed
on the Stock Exchange
"eBiz Group" eBiz and its subsidiaries
"Global Vmall" Global Vmall.com (USA) Inc., a company
incorporated in Colorado, USA with limited liability
"Hong Kong" Hong Kong Special Administrative Region of
the PRC
"Listing Rules" the Rules Governing the Listing of
Securities on the Stock Exchange
"Online Credit" Online Credit International Limited,
a company incorporated in Hong Kong with its securities
listed on the Stock Exchange
"Options" the 1st Option and the 2nd Option
"Proposals" the Proposal involving the grant of the
Options
"PRC" the People's Republic of China
"Convertible Preference Shares" convertible non-
voting redeemable preference shares of nominal value
HK$1.00 each, convertible into a maximum of 526,923,076
Shares at a conversion price of HK$0.13 per Share
(subject to adjustment)
"SFC" Securities and Futures Commission
"Shareholder(s)" holder(s) of Shares
"Shares" ordinary shares of HK$0.01 each in the
capital of eBiz
"Stock Exchange" The Stock Exchange of Hong Kong
Limited
"SGD" Singapore dollars, being translated to Hong
Kong dollars at the indicative exchange rate of 1SGD
= HK$4.68
By Order of the Board
Online Credit International Limited
Chan Heng Fai
Chairman
By Order of the Board
eBiz.hk.com Limited
Chan Heng Fai
Chairman
By Order of the Board
Global Vmall.com (USA) Inc.
Tan Eng Seng
Director
Hong Kong, 13th January, 2000
The directors of Online Credit jointly and severally
accept full responsibility for the accuracy of the
information contained in this announcement (except in
relation to eBiz and Global Vmall) and confirm, having
made all reasonable inquiries, that to the best of their
knowledge, opinions expressed in this announcement
(except in relation to eBiz and Global Vmall) have been
arrived at after due and careful consideration and
there are no other material fact not contained in this
announcement (except in relation to eBiz and Global
Vmall), the omission of which would make any statement
in this announcement misleading.
The directors of eBiz jointly and severally accept full
responsibility for the accuracy of the information
contained in this announcement (except in relation to
Online Credit and Global Vmall) and confirm, having
made all reasonable inquiries, that to the best of their
knowledge, opinions expressed in this announcement
(except in relation to Online Credit and Global Vmall)
have been arrived at after due and careful
consideration and there are no other material fact not
contained in this announcement, the omission of which
would make any statement in this announcement (except
in relation to Online Credit and Global Vmall)
misleading.
The directors of Global Vmall jointly and severally
accept full responsibility for the accuracy of the
information contained in this announcement (except in
relation to Online Credit and eBiz) and confirm, having
made all reasonable inquiries, that to the best of their
knowledge, opinions expressed in this announcement
(except in relation to Online Credit and eBiz) have been
arrived at after due and careful consideration and
there are no other material fact not contained in this
announcement, the omission of which would make any
statement in this announcement (except in relation to
Online Credit and eBiz) misleading.
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