OCEAN INFORM<0497> - Announcement
Ocean Information Holdings Limited
(Incorporated in Bermuda with limited liability)
CONNECTED TRANSACTIONS
Summary
The directors ("Directors") of Ocean Information Holdings Limited (the
"Company") wish to announce that the Company and Ocean Information (BVI)
Limited ("Ocean BVI"), a wholly owned subsidiary of the Company, have
provided certain financial assistance to Sunny Town Limited ("STL"), an
associated company of Ocean BVI, since the financial year ended 31st March
1998.
STL is a private company incorporated in Hong Kong in which 7 per cent. of
its issued share capital is beneficially held by Mr. Eddy Tsang Man Chung
("Mr. Tsang"), a director of the Company and 27 per cent. of which is held
by Ocean BVI. Therefore, the financial assistance provided by the Company
and Ocean BVI constituted connected transactions for the Company. For the
year ended 31st March 1998 and the year ended 31st March 1999, the value
of all financial assistance provided has exceeded 15 per cent. of the book
value of the net tangible assets of the Company as at 31st March 1997 and
31st March 1998 respectively. No public disclosure on this matter had
previously been made because the Company had not aggregated the financial
assistance provided by the Company (i.e. the corporate guarantee) and
Ocean BVI (i.e. the shareholder's loan) due to inadvertent oversight by
the management of the Company. As such inadvertent breach of the Listing
Rules has occurred and the Stock Exchange has indicated it reserves the
right to take any further action.
Since the aggregate financial assistance provided by the Company and its
subsidiaries (together the "Group") has exceed 25 per cent. of the Group's
net assets, the Company needs to comply with the disclosure requirement
under Paragraph 3.3 of Practice Note 19.
Financial Assistance to STL
In the financial year ended 31st March 1998, shareholders of STL had made
available shareholders' loans of approximately HK$122,000,000 in aggregate
to STL. The shareholders' loans are unsecured, non-interest bearing and
repayable as determined by the board of STL. In proportion to its 27 per
cent. shareholdings in STL, Ocean BVI had advanced approximately
HK$33,000,000 of such shareholders' loans. The Company also provided a
several corporate guarantee for a banking facility in favour of STL of up
to HK$155,000,000 in proportion to Ocean BVI's interest in STL (i.e. to
the extent of HK$41.8 million) on 15th October 1997. The source of funding
for such financial assistance by the Company is and will be by way of the
Company's internal resources.
The summary below set out the value of all the actual financial assistance
given by the Company and Ocean BVI to STL in the financial year ended 31st
March 1998:
Shareholder's loans from Ocean BVI : HK$ 33.4 million
Guarantee by the Company on
the banking facility granted to STL : HK$ 41.8 million
Total : HK$ 75.2 million
Note: The aggregate drawdown of the banking facility by STL in this period
was approximately HK$75 million.
Particulars of STL
STL is a private company incorporated in Hong Kong in which 27 per cent.
of its issued share capital is held by Ocean BVI, 7 per cent. by Mr. Tsang
and the remaining 66 per cent. by third parties independent of and not
connected with the Company or any of the directors, chief executives and
substantial shareholder of the Company or its subsidiaries, or associates
of any of them. The principal activities of STL are property
re-development in Hong Kong.
Connected Transaction
The principal activities of the Company and its subsidiaries are
investment holding and the manufacturing and sales of computers and
related products. According to the Company's annual reports for the year
ended 31st March 1998 and 31st March 1999, the total shareholders' funds
as at 31st March 1997, 31st March 1998 and 31st March 1999 are
HK$303,822,000, HK$329,050,000 and HK$342,890,000 respectively. The
financial assistance provided by the Company and Ocean BVI to STL by
virtue of corporate guarantee and shareholders' loans was in proportion to
the Company's equity interest in STL and the guarantee provided by the
Company was a several guarantee and any further financial assistance to be
provided by the Company and Ocean BVI to STL will also be made on the same
basis. The aggregate drawdown of the banking facility to STL in the
financial year ended 31st March 1998 was approximately HK$75,000,000. The
total value of financial assistance provided by the Company to STL in the
financial year ended 31st March 1998 therefore amounts to approximately
HK$75,200,000 representing approximately 24.8 per cent. of the book value
of the net tangible assets of the Company as at 31st March 1997. Pursuant
to Rule 14.25(2)(b) of the Listing Rules, the Company is required to
disclose by way of a press announcement containing the brief details of
the transactions.
Ocean BVI has further injected an aggregate amount of about HK$8,026,000
for the year ended 31st March 1999 and the total financial assistance for
the year ended 31st March 1999 was approximately HK$83.2 million
comprising shareholder's loans from Ocean BVI of approximately HK$41.4
million and guarantee by the Company of about HK$41.8 million. The total
financial assistance for the year ended 31st March 1999 therefore
represents approximately 24.3 per cent. of the Company's net tangible
assets value as at 31st March 1999.
Ocean BVI has injected an aggregate amount of about HK$937,000 for the
period from 1st April 1999 up to the date of this announcement. The total
amount of financial assistance up to the date of this announcement
amounted to approximately HK$84,163,000 comprising corporate guarantee of
about HK$41.8 million and shareholder's loan of about HK$42.4 million,
representing approximately 24.6 per cent. of the book value of the
Company's net tangible assets value as at 31st March 1999.
No public disclosure on this matter had previously been made pursuant to
Rule 14.25(2)(b) of the Listing Rules because the Company had not
aggregated the value of the financial assistance provided by the Company
(i.e. the corporate guarantee) and Ocean BVI (i.e. the shareholder's loan)
due to inadvertent oversight by the management of the Company. As such,
inadvertent breach of the Listing Rules have occurred and the Stock
Exchange has indicated it reserves the right to take any further action.
Practice Note 19
The aggregate financial assistance provided and estimated to be provided
by the Group to affiliated companies as at 30th June 1999 amounted to
approximately HK$183 million representing approximately 53.5 per cent. of
the Group's net assets as at 31st March 1999 according to the Group's
latest audited consolidated accounts.
The following are brief details of the financial assistance provided by
the Group to affiliated companies as at 30th June 1999 for the purpose of
Paragraph 3.3 of Practice Note 19:
Loan advanced Corporate Committed
Company Name as at 30th June 1999 guarantee capital injection
HK$'000 HK$'000
Billion City
Development Limited 8,725 - -
Billion Management
Limited 247 - -
Bullinga Company
Limited 26,499 - -
Cason Development
Limited 16,606 - -
Cheerwin Development
Limited 3,008 - -
Silver Harbour Limited 35 - -
Sino Spring Limited 24,195 - -
STL (Note) 42,363 41,800 20,000
121,678 41,800 20,000
Note: The beneficial shareholders of STL have also provided pro rata
funding undertaking to STL pursuant to which each of them severally
covenants to fund the redevelopment of the property held by STL, including
payment of the land premium for modification of the land grant conditions
in proportion to their respective shareholding in STL. The total cost of
the redevelopment of the property held by STL is currently estimated to be
approximately HK$380 million. An amount of approximately HK$157 million
has already been contributed by the beneficial shareholders of STL. Taking
into account the HK$155 million banking facility in favour of STL, the
beneficial shareholders will need to contribute approximately a further
HK$68 million to STL for completion of the redevelopment and the Company's
pro rata portion thereon will be approximately HK$20 million. As at 31st
March 1999, the Group's contribution pursuant to the funding undertaking
is as disclosed above. The Directors estimate that up to completion of the
redevelopment of the property held by STL, the Group will be required to
contribute a further HK$20 million.
All the above advances are interest free, unsecured, having no maturity
date for repayment and to be repaid on demand. The source of funding for
such advances and for the committed capital injection is by way of the
Group's internal finance.
In order to comply with Paragraph 3.10 of Practice Note 19, if the
financial assistance to the affiliated companies of the Company as shown
above in aggregate continue to exceed 25 per cent. of the Group's net
assets at the Group's interim period end or annual financial year end, the
Company will include a proforma combined balance sheet of the affiliated
companies in its interim or annual report.
By Order of the Board
Li Kwok King, Francis
Company Secretary
27th July 1999
Hong Kong SAR
|
