PROPOSED SPIN-OFF AND LISTING ON GEM OF
PANVA HOLDINGS LIMITED
| The Board wishes to announce that a formal application was made to the Stock Exchange on 17th January, 2001 for a proposed separate listing of the PANVA Shares on GEM.
PANVA is an indirect wholly-owned subsidiary of the Company and was established by the Company as the holding company of the Group's operations in the sale and distribution of LPG along the Yangzi River region and the coastal and southwestern regions in the PRC. It is currently proposed that the Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date shall be entitled to the Distribution on a pro rata basis. PANVA proposed to adopt the Pre-Listing Share Option Plan and the Share Option Scheme. Both the Pre-Listing Share Option Plan and the Share Option Scheme are subject to the approval by the Shareholders under Chapter 17 of the Listing Rules. A circular containing details of the Pre-Listing Share Option Plan and the Share Option Scheme together with a notice of meeting will be despatched to the Shareholders as soon as practicable for the purpose of convening a special general meeting to consider, and if thought fit, approve the adoption and the terms of the Pre-Listing Share Option Plan and the Share Option Scheme. The proposed spin-off of PANVA will comply with all the relevant requirements under Practice Note 15 of the Listing Rules and the Directors believe that the proposed spin-off of PANVA will not have any material adverse financial impact to the Company. As the proposed spin-off and Listing are subject to the approval of the GEM Listing Committee, and other factors such as market conditions and accordingly may or may not proceed, Shareholders are reminded to exercise caution when dealing in the Shares. |
INTRODUCTION
On 16th November, 2000, PANVA was established by the Company as a holding company of the Group's operations in the sale and distribution of LPG along the Yangzi River region and the coastal and southwestern regions in the PRC. After completion of the Reorganization but before Listing, PANVA is currently an indirect wholly-owned subsidiary of the Company.
The Board wishes to announce that a formal application was made to the Stock Exchange on 17th January, 2001 for a proposed separate listing of the PANVA Shares on GEM.
BACKGROUND OF THE SPIN-OFF
Since 1999, the Company through CPR, has been actively pursuing the sale of LPG in bulk, the sale of LPG in cylinders to wholesale and retail customers, the provision of piped gas and the sale of LPG equipment and domestic gas appliances for household, industrial and commercial users in the Yangzi River region and the coastal and southwestern regions in the PRC.
As part of the preparation for the listing of the PANVA Shares on GEM, PANVA was established by the Company as an indirect wholly-owned subsidiary of the Company and the Company's equity interest in CPR will be injected into PANVA as part of the Reorganization.
The Directors believe that the proposed spin-off of PANVA from the Group will be beneficial for both the Company and PANVA for the following reasons:
THE PLACING
The Placing is expected to comprise a placing of PANVA Shares with certain professional, institutional and other investors and it is intended that the Shareholders will be able to participate in the Listing on an assured basis as described under the paragraph "Distribution" below.
The Placing, if made, is expected to be conditional on (among others):
(i) the GEM Listing Committee granting the listing of and permission to deal in all the PANVA Shares in issue and to be issued under the Placing, including any additional PANVA Shares to be issued pursuant to any over-allotment option (if exercised) or share option schemes as mentioned below; and
(ii) the underwriting agreement relating to the Placing having been executed and the obligation of the underwriters of the Placing thereunder becoming unconditional and not being terminated in accordance with the terms thereof.
The Placing will not proceed if such conditions are not satisfied.
DISTRIBUTION
It is currently proposed that the Shareholders whose names appear on the register of members of the Company on the Record Date shall be entitled to the Distribution on a pro rata basis.
PANVA SHARE OPTION SCHEMES
Conditional upon the approval by the Shareholders, PANVA proposed to adopt the Pre-Listing Share Option Plan prior to Listing by shareholder written resolutions though no options have been granted thereunder at the date of this announcement. Conditional upon the approval by the Shareholders, PANVA also proposed to adopt the Share Option Scheme. Both the Pre-Listing Share Option Plan and the Share Option Scheme are subject to the approval of the Shareholders under Chapter 17 of the Listing Rules.
DESPATCH OF CIRCULAR AND NOTICE OF SPECIAL GENERAL MEETING
A circular containing details of the Pre-Listing Share Option Plan and the Share Option Scheme referred to above will be despatched to the Shareholders as soon as practicable together with a notice of, and proxy for, the special general meeting to consider and, if thought fit, approve the same.
GENERAL
The proposed spin-off of PANVA does not constitute a major transaction for the Company under Rule 14.09 of the Listing Rules and PANVA is not a "major subsidiary" of the Company as defined under paragraph 19 of the Listing Agreement. Consequently, the spin-off of PANVA on GEM does not require approval by the Shareholders.
The proposed spin-off of PANVA will comply with all the relevant requirements under Practice Note 15 of the Listing Rules and the Directors believe that the proposed spin-off of PANVA will not have any material adverse financial impact to the Company.
Shareholders should note that the decision of the Board to proceed with the proposed Placing is dependent, inter alia, on those conditions set out in the paragraph headed "The Placing" above and on market conditions prevailing at the time immediately before the proposed Placing. As the Placing may or may not proceed, Shareholders are therefore reminded to exercise caution when dealing in the Shares.
DEFINITIONS
| "Board" | the board of Directors |
| "CPR" | China Pan River Group Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company |
| "Company" | Sinolink Worldwide Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange |
| "Director(s)" | director(s) of the Company |
| "Distribution" | the proposed distribution by the Company by way of dividend in specie of 15,000,000 PANVA Shares to the Shareholders whose names appear on the register of members on the Record Date |
| "GEM" | the Growth Enterprise Market operated by the Stock Exchange |
| "GEM Listing Committee" | the listing sub-committee of the council of the Stock Exchange with responsibility for GEM |
| "Group" | the Company and its subsidiaries |
| "Hong Kong" or "HK" | the Hong Kong Special Administrative Region of the PRC |
| "HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
| "Listing" | the proposed listing of PANVA Shares on GEM |
| "Listing Agreement" | an agreement between an issuer and the Stock Exchange setting out the continuing obligations which the issuer undertakes to comply with as a condition of listing |
| "Listing Rules" | Rules Governing the Listing of Securities on the Stock Exchange |
| "LPG" | liquefied petroleum gas |
| "Main Board" | the securities market operated by the Stock Exchange under the Listing Rules prior to the establishment of GEM (excluding the option market) and which stock continues to be operated in parallel with GEM |
| "PANVA" | Panva Holdings Limited, a company incorporated in the Cayman Islands with limited liability |
| "PANVA Group" | Panva and its subsidiaries |
| "PANVA Share(s)" | share(s) of HK$0.10 each in the share capital of PANVA |
| "Placing" | a placing of PANVA Shares with certain professional, institutional and other investors |
| "PRC" | the People's Republic of China |
| "Pre-Listing Share Option Plan" | the pre-Listing share option plan to be conditionally adopted by PANVA that allows for granting of share options to subscribe for PANVA Shares to the employees and executive directors of PANVA prior to Listing |
| "Record Date" | being the record date for determining the entitlement of the Shareholders to the Distribution |
| "Reorganization" | the corporate reorganization of the PANVA Group in preparation for the Listing |
| "Shareholders" | holders of Shares |
| "Share(s)" | share(s) of HK$0.10 each in the share capital of the Company |
| "Share Option Scheme" | the share option scheme that allows for the granting of share options to subscribe for PANVA Shares to the employees and executive directors of PANVA after the Listing to be conditionally adopted by PANVA |
| "Sinolink Group" | the Group other than the PANVA Group |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited |
By Order of the Board
Ou Yaping
Chairman
17th January, 2001, Hong Kong
Website: http://www.irasia.com/listco/hk/sinolink
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