UBA INVESTMENTS<0768> - 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.
UBA INVESTMENTS LIMITED
(Incorporated in the Cayman Islands with limited
liability)
CONNECTED TRANSACTION
The Directors of the Company announces that the Group has
entered into the Agreement with the Vendor whereby the
Group has agreed to purchase from the Vendor the entire
interest of Luen Wing, representing 1 share at a
consideration of HK$9,900,000.
The major asset of Luen Wing is the Bond with a principal
amount of HK$9,900,000 issued by IT Star, a wholly-owned
subsidiary of Harmony which holds a portfolio of
technology driven business. The terms of the Bond is set
out below.
The Investment constitutes a connected transaction for
the Company by virtue of the fact that the two executive
directors of the Investment Manager together hold 33.32
per cent. beneficial interests in Harmony. The directors
of the Investment Manager are regarded as connected
persons of the Company under Chapter 21 of the Listing
Rules. Dr. Chow, a director of the Company and Harmony
and one of the directors of the Investment Manager, is
also a director of IT Star. Pursuant to Rule 14.25(1) of
the Listing Rules, the Investment is not subject to the
Company's independent shareholders' approval.
The Directors consider that the terms of the Agreement
are fair and reasonable so far as the shareholders of the
Company are concerned and that the Investment is in the
interests of the Company. The Company will include
details of the Investment in its next published annual
report and accounts.
THE AGREEMENT (Dated 3rd March, 2000)
PARTIES
PURCHASER: UBA Technologies Holdings Limited, a
private company incorporated in the British Virgin
Islands with limited liability and a wholly owned
subsidiary of the Company
VENDOR: Mr. Chin Kee Siong, an independent third party
not connected with any directors, chief executives,
substantial shareholders of the Company and Harmony or
any of their subsidiaries or any of their respective
associates (as defined in the Listing Rules)
CONSIDERATION: HK$9,900,000 paid upon signing of the
Agreement
INTEREST TO BE ACQUIRED: 1 share of Luen Wing
MAJOR ASSET OF LUEN WING:
The major asset of Luen Wing is the Bond with a principal
amount of HK$9,900,000 issued by IT Star, a wholly-owned
subsidiary of Harmony.
MAJOR TERMS OF THE BOND:
Issuer: IT Star, a company incorporated in the British
Virgin Islands with limited liability and a wholly-owned
subsidiary of Harmony
Subscriber: Luen Wing, a wholly-owned subsidiary of the
Company upon completion of the Agreement
Issue Date: 12th January, 2000
Principal amount: HK$9,900,000
Interest: fixed at 6 per cent per annum payable by IT Star
on the first anniversary of the date of the issue of the
Bond provided that the conversion rights are not
exercised by the holder of the Bond
Maturity: first anniversary of the date of the issue of
the Bond
Conversion period: the holder of the Bond may convert the
whole of the principal amount into the shares of IT Star
in accordance with the conversion terms (as set out below)
at any time during the period from the date of the issue
of the Bond and up to the first anniversary of the date
of the issue of the Bond
Conversion terms: the holder of the Bond shall upon
conversion be allotted equivalent to 6.6 per cent. of the
enlarged issued share capital of IT Star upon conversion
and no additional amount of capital is required upon
conversion
INFORMATION ON IT STAR
IT Star is a wholly-owned subsidiary of Harmony. Harmony
is an investment company listed under the requirements
of Chapter 21 of the Listing Rules. IT Star is an
investment holding company which holds a portfolio of
technology-driven businesses including application of
technology in areas of financial services, educational
content and software, ISP and web hosting, e-commerce
solutions and network integration.
REASONS FOR THE INVESTMENT
The Directors consider that the Investment provides an
opportunity for the Company to invest into a portfolio
of technology-driven businesses with earnings potential.
The Directors consider the terms of the Agreement are fair
and reasonable so far as the shareholders of the Company
are concerned and the Investment is in the interests of
the Company. The Company is an investment company listed
under the requirements of Chapter 21 of the Listing Rules.
The Group is principally engaged in investment in listed
securities and unlisted investments with potentials in
earnings growth and capital appreciation.
GENERAL
The Investment constitutes a connected transaction for
the Company by virtue of the fact that the two executive
directors of the Investment Manager together hold 33.32
per cent. beneficial interests in Harmony. The directors
of the Investment Manager are regarded as connected
persons under Chapter 21 of the Listing Rules. Dr. Chow,
a director of the Company and Harmony and one of the
directors of the Investment Manager, is also a director
of IT Star. Pursuant to Rule 14.25(1) of the Listing Rules,
the Investment is not subject to the Company's
independent shareholders' approval.
The consideration of HK$9,900,000 has been determined
after arm's length negotiation between the parties
involved with reference to the principal amount of the
Bond. The Investment Manager has identified and analysed
the Investment. After studying the investment analysis
and consulting with the Investment Manager, the Directors
have approved the Investment. The Directors consider that
the terms of the Agreement are fair and reasonable so far
as the shareholders of the Company are concerned and the
Investment is in the interests of the Company. The Company
will include details of the Investment in its next
published annual report and accounts.
DEFINITIONS
"Agreement" the sale and purchase agreement entered into
between the Company and the Vendor on 3rd March, 2000
"Bond" the convertible bond with a principal amount of
HK$9,900,000 issued by IT Star
"Company" UBA Investments Limited, a company
incorporated in the Cayman Islands with limited liability,
the shares of which are listed on the Stock Exchange
"Directors" board of directors of the Company
"Dr Chow" Dr. Chow Pok Yu, Augustine
"Harmony" Harmony Asset Limited, an investment company
listed on the Stock Exchange
"Investment" the purchase of the entire interest of Luen
Wing by the Company
"Investment Manager" Harmony Asset Management Limited,
the investment manger of the Company and Harmony
"IT Star" IT Star Limited, a wholly-owned subsidiary of Harmony
"Listing Rules" Rules Governing the Listing of Securities on
the Stock Exchange
"Luen Wing" Luen Wing Group Limited, a private company
incorporated in the British Virgin Islands with limited liability
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Vendor" Mr. Chin Kee Siong
By order of the board of
UBA Investments Limited
Li Kwok Cheung, George
Director
Hong Kong, 3rd March, 2000
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