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.
Hang fung gold technology limited
(Incorporated in Bermuda with limited liability)
PROPOSED SHARE CONSOLIDATION,
CHANGE IN BOARD LOT SIZE
AND
GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE CONSOLIDATED SHARES
- --------------------------------------------------------------------------------
The Board proposes to consolidate every 10 Shares of HK$0.01 each into 1
Consolidated Share of HK$0.10 each and to change the board lot size for trading
on the Stock Exchange from the existing 20,000 Shares to 2,000 Consolidated
Shares upon the Share Consolidation becoming effective.
The Board also proposes to grant to the Directors general mandates to issue and
repurchase Consolidated Shares.
A circular containing, among other things, further information of the Share
Consolidation, the change in board lot size and the proposed general mandates to
issue and repurchase Consolidated Shares and a notice convening the Special
General Meeting will be dispatched to the Shareholders and, for information
only, to the holders of the Share Options as soon as practicable.
- --------------------------------------------------------------------------------
Proposed Share Consolidation and change in board lot size
The Board proposes to consolidate every 10 Shares of HK$0.01 each into 1
Consolidated Share of HK$0.10 each and to change the board lot size for trading
on the Stock Exchange from the existing 20,000 Shares to 2,000 Consolidated
Shares upon the Share Consolidation becoming effective.
As at the date of this announcement, the authorized share capital of the Company
was HK$200,000,000 divided into 20,000,000,000 Shares of HK$0.01 each, of which
4,690,640,000 Shares were issued and credited as fully paid. Upon the Share
Consolidation becoming effective and assuming no further Shares will be issued
prior to the Special General Meeting, the authorized share capital of the
Company will be HK$200,000,000 divided into 2,000,000,000 Consolidated Shares of
HK$0.10 each, comprising 469,064,000 Consolidated Shares of HK$0.10 each in
issue and credited as fully paid. The Consolidated Shares will rank pari passu
in all respects with each other and there will be no change in the relative
rights of the Shareholders. Fractional entitlements of the Consolidated Shares
will be aggregated and sold for the benefit of the Company.
Reasons for the Share Consolidation
The Directors consider that the proposed Share Consolidation will increase the
nominal value and trading price of the shares of the Company. The Directors
further believe that such increase would attract more international
institutional investors in investing in the Company's shares, thereby extending
the shareholder base of the Company.
Based on the above, the Directors are of the view that the proposed Share
Consolidation and the proposed change in board lot size from 20,000 Shares to
2,000 Consolidated Shares are in the interests of the Company and the
Shareholders as a whole.
Adjustment to the Share Options
As at the date of this announcement, the Company has 742,532,000 Share Options
outstanding. The exercise price of the Share Options and/or number of Shares
subject to the Share Options may have to be adjusted in accordance with relevant
provision(s) under the Share Option Schemes. If any Share Option becomes or
remains exercisable on the effective date of the Share Consolidation, the
Company will request the auditors of the Company to provide a certificate as to
the adjustment (if any) required to be made in accordance with the Share Option
Schemes and Rule 17.03(13) of the Listing Rules once the Share Consolidation
becoming effective.
Odd lot trading arrangement
To facilitate trading of odd lots (if any) arising from the proposed Share
Consolidation and change in board lot size, the Company will procure Tai Fook
Securities Company Limited of 25th Floor, New World Tower, 16-18 Queen's Road
Central, Hong Kong to arrange for the sale and purchase of odd lots on behalf of
the Shareholders and potential investors. Tai Fook Securities Company Limited
will provide this facility service in the period from Monday, 19th May, 2003 to
Tuesday, 10th June, 2003 (both dates inclusive). Holders of odd lots of the
Consolidated Shares who wish to take advantage of this facility either to
dispose of their odd lots of the Consolidated Shares or to top up to board lots
of 2,000 Consolidated Shares may contact Mr. Patrick Cheung of Tai Fook
Securities Company Limited at telephone number (852) 2213 8232 during such
period. Holders of odd lots of the Consolidated Shares should note that the
facility service will be made on a best effort basis, depending on there being
adequate amounts of odd lots of Consolidated Shares available for matching.
Hence, successful matching of the sale and purchase of odd lots of the
Consolidated Shares is not guaranteed. Shareholders are recommended to consult
their advisers in respect of the odd lot trading arrangement.
Free exchange of share certificates
Subject to the Share Consolidation becoming effective, the Shareholders may
submit their existing share certificates for the Shares (in pink colour) in
exchange for new share certificates for Consolidated Shares (in beige colour)
free of charge at the office of the Company's branch registrar in Hong Kong,
Computershare Hong Kong Investor Services Limited, at shops 1712-1716, 17th
Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong during business hours
from Friday, 2nd May, 2003 to Monday, 16th June, 2003. Thereafter, certificates
for the Shares will remain effective as documents of title but will be accepted
for exchange only on payment of a fee of HK$2.50 (or such higher amount as may
be stipulated in the Listing Rules from time to time) for each new share
certificate issued.
It is expected that new certificates for the Consolidated Shares will be
available for collection on or after the tenth business day from the date of
submission of existing share certificates for the Shares to Computershare Hong
Kong Investor Services Limited for exchange for new certificate for Consolidated
Shares. Share certificates for existing Shares will only be valid for delivery
and settlement in respect of dealings for the period up to Tuesday, 10th June,
2003 and thereafter will not be accepted for dealing purposes. However, the
certificates for existing Shares will continue to be good evidence of legal
title to the Consolidated Shares on the basis of 10 Shares for 1 Consolidated
Share and may be exchanged for new certificates for Consolidated Shares at any
time subsequent to the Share Consolidation becoming effective.
The new share certificates for the Consolidated Shares will be in beige colour
in order to distinguish them from the existing share certificates which are in
pink colour.
Conditions of the Share Consolidation
The Share Consolidation is conditional on the fulfillment of the following
conditions:
1. the passing by the Shareholders of an ordinary resolution to be proposed
at the Special General Meeting approving the Share Consolidation; and
2. the Listing Committee of the Stock Exchange granting the listing of, and
permission to deal in, the Consolidated Shares in issue upon the Share
Consolidation becoming effective and any Consolidated Shares which may
be issued pursuant to the exercise of the subscription rights attached
to the Share Options.
Expected timetable
2003
Special General Meeting circular dispatched on or about Tuesday, 8th April
Latest time for lodging proxy forms for the Special General
Meeting 11:00 a.m. on Monday, 28th April
Date of the Special General Meeting 11:00 a.m. on Wednesday, 30th April
Effective date of the Share Consolidation Friday, 2nd May
Dealings in Consolidated Shares commence 9:30 a.m. on Friday, 2nd May
Existing counter for trading in Shares in board lots of 20,000
Shares temporarily closes 9:30 a.m. on Friday, 2nd May
Temporary counter for trading in Consolidated Shares in board lots of 2,000
Consolidated Shares (in the form of existing share
certificates for Shares) opens 9:30 a.m. on Friday, 2nd May
First day of free exchange of existing share certificates for
Shares for new share certificates for Consolidated Shares
Friday, 2nd May
Existing counter for trading in Consolidated Shares in board lots of 2,000
Consolidated Shares (in the form of new share
certificates) re-opens 9:30 a.m. on Monday, 19th May
Parallel trading of Consolidated Shares (in the form of existing
and new share certificates) commences 9:30 a.m. on Monday, 19th May
First day of odd lot facility Monday, 19th May
Temporary counter for trading in Consolidated Shares in board lots of 2,000
Consolidated Shares (in the form of existing share
certificates) closes 4:00 p.m. on Tuesday, 10th June
Parallel trading of Consolidated Shares (in the form of existing
and new share certificate) ends 4:00 p.m. on Tuesday, 10th June
Last day of odd lot facility Tuesday, 10th June
Last day of free exchange of existing share certificates for
Shares for new share certificates for Consolidated Shares
Monday, 16th June
General mandates to issue and repurchase Consolidated Shares
In connection with the proposed Share Consolidation, the Directors will seek the
approval of Shareholders to grant to the Directors a general mandate to allot
and issue Consolidated Shares up to a maximum of 20 per cent of the aggregate
nominal amount of the share capital of the Company in issue immediately
following the Share Consolidation and to allot and issue further Consolidated
Shares repurchased by the Company pursuant to the repurchase mandate referred to
below.
The Directors will also seek the approval of Shareholders to grant to the
Directors a general mandate to repurchase Consolidated Shares up to a maximum of
10 per cent of the aggregate nominal amount of the share capital of the Company
in issue immediately following the Share Consolidation.
General
The Company will apply to the Listing Committee of the Stock Exchange for the
listing of, and permission to deal in, the Consolidated Shares in issue upon the
Share Consolidation becoming effective and any Consolidated Shares which may be
issued pursuant to the exercise of the subscription rights attaching to the
Share Options.
A circular containing, among other things, further information of the Share
Consolidation, the change in board lot size and the proposed general mandates to
issue and repurchase Consolidated Shares and a notice convening the Special
General Meeting will be dispatched to the Shareholders and, for information
only, to the holders of the Share Options as soon as practicable.
Definitions
In this announcement, the following expressions have the meanings set out below
unless the context requires otherwise:
"Board" board of the Directors
"Company" Hang Fung Gold Technology Limited, a
company incorporated in Bermuda with
limited liability, the shares of
which are listed on the Stock
Exchange
"Consolidated Share(s)" new ordinary share(s) with
nominal value of HK$0.10 each in the
share capital of the Company
following completion of the Share
Consolidation
"Director(s)" director(s) of the Company
"Hong Kong" the Hong Kong Special Administrative Region of
the People's Republic of China
"Listing Rules" the Rules Governing the Listing of Securities on
the Stock Exchange
"Share(s)" ordinary share(s) of HK$0.01 each in the share
capital of the Company
"Share Consolidation" the proposed
consolidation of all the issued and
unissued Shares on the basis of
every 10 Shares into 1 Consolidated
Share
"Share Option(s)" share option(s) to subscribe for shares in the
Company pursuant to the Share Option Schemes
"Share Option Schemes" the share option
schemes of the Company adopted on
27th February, 1999 and 28th August,
2002 respectively
"Special General Meeting" the special general
meeting of the Company to be
convened for the purpose of
considering and, if thought fit,
approving the Share Consolidation
and the grant of the general
mandates to issue and repurchase
Consolidated Shares
"Shareholders" holders of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
By Order of the Board
Lam Sai Wing
Chairman
Hong Kong, 27th March, 2003
* For identification purpose only