HING KONG HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) |
 CHINA TRAVEL INTERNATIONAL INVESTMENT HONG KONG LIMITED (Incorporated in Hong Kong with limited liability) |
| The Board has been informed by CTII, a substantial shareholder of the Company, that it is in negotiation with CyberCity, another substantial shareholder of the Company, in connection with a possible acquisition of all the existing shareholding of CTII in the Company by CyberCity. The negotiation is still in progress and has not yet materialized. If the negotiation materializes and CTII's total existing shareholding in the Company is acquired by CyberCity, it will give rise to a change in the control of the Company and a general offer will normally be required pursuant to the Takeovers Code.
As the negotiation is only in a preliminary stage and has not been concluded, the transaction may or may not proceed. Shareholders and investors are advised to exercise caution in dealing in the shares of each of the Company and CTII. |
The Board has been informed by CTII, a substantial shareholder of the Company, that it is in negotiation with CyberCity, another substantial shareholder of the Company, in connection with a possible acquisition of all the existing shareholding of CTII in the Company (representing approximately 23.34% interest in the capital of the Company) by CyberCity. The negotiation is still in progress and has not yet materialized.
CyberCity is currently holding approximately 29.98% of the issued share capital of the Company, whilst CTSH is deemed to hold approximately 29.35% of the issued share capital of the Company (including CTII's 23.34% interest). If the above mentioned transaction materializes and CTII's total existing shareholding in the Company (representing approximately 23.34% interest in the capital of the Company) is acquired by CyberCity, it will give rise to a change in the control of the Company and a general offer will normally be required pursuant to the Takeovers Code.
Notwithstanding that CTII's existing shareholding in the Company may be acquired by CyberCity, CTII will still retain an interest in the convertible bonds entitled to be converted into an aggregate of 66,937,120 shares of the Company, which would represent approximately 3.86% of the enlarged share capital of the Company assuming a full conversion of such bonds. Furthermore, CTSH will retain an approximate 6.01% shareholding interest in the Company.
However, as the negotiation is only in a preliminary stage and is still in progress, the transaction may or may not proceed. Shareholders and investors are advised to exercise caution in dealing in the shares of each of the Company and CTII. The Company and CTII will make their appropriate announcements and will comply with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited if the transaction does proceed in future.
Trading of the shares of the Company on the Stock Exchange was suspended at the request of the Company with effect from 10:00 a.m. on 22nd December 2000, pending the release of this announcement. Application will be made to the Stock Exchange for the trading of the Company's shares to be resumed with effect from 10:00 a.m. on 27th December 2000.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:-
| "Board" | the board of directors of the Company; |
| "Company" | Hing Kong Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange; |
| "CyberCity" | CyberCity Holdings Limited, a company incorporated in Bermuda with limited liability; |
| "CTII" | China Travel International Investment Hong Kong Limited, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Stock Exchange; |
| "CTSH" | China Travel Service (Holdings) Hong Kong Limited, a company incorporated in Hong Kong with limited liability and the holding company of CTII; |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited; |
| "Takeovers Code" | Hong Kong Codes on Takeovers and Mergers. |
Hong Kong Limited | |
Hong Kong, 22nd December, 2000.
All directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relates to CTII and CTSH and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement other than that relate to CTII and CTSH have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement other than that relates to CTII and CTSH misleading.
The directors of CTII jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relates to the Company and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement other than that relate to the Company have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement other than that relates to the Company misleading.
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