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.
ASIA STANDARD INTERNATIONAL GROUP LIMITED
(a company incorporated in Bermuda with limited liability)
CONNECTED TRANSACTION
INVOLVING
DISPOSAL OF SHARES IN A SUBSIDIARY
*
Bondax, a wholly-owned subsidiary of the Company, has sold to Westrata and Wintersett
29.9% and 20% respectively of the issued share capital of Goldmax, a wholly-owned
subsidiary of Bondax, at a price of US$299 (or approximately HK$2,332.2) and US$200 (or
approximately HK$1,560) respectively. Westrata is a connected person of the Company by
reason of it being the Associate of Grosvenor which is a substantial shareholder of the
Company.
*
Bondax has assigned to Westrata and Wintersett 29.9% and 20% respectively of the Loan in
the respective sums of HK$19,174,119.51 and HK$12,825,498 at the pro-rata face value of
the Loan.
*
The Company, Bondax, Grosvenor, Westrata, TLB , Wintersett and Goldmax have entered
into the Shareholders' Agreement at the same time when the sale of the Shares set out above
was completed whereby the parties have agreed to certain matters relating to the
management and operation of Goldmax and their respective interests in Goldmax.
*
The sale of the Shares to Westrata, the assignment of the Loan to Westrata and the
Shareholders' Agreement constitute connected transactions of the Company.
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The Company is pleased to announce that on 15th May 2000, Bondax has sold the Shares and
have assigned the Loan to Westrata and Wintersett and has entered into the Shareholders'
Agreement with Grosvenor, Westrata, TLB, Wintersett, Goldmax and the Company.
DISPOSAL OF SHARES
Date:
15th May 2000
Parties: (1) Bondax
(2) Westrata
(3) Wintersett
Major terms:
(1) Number of Shares sold by Bondax
299 Shares and 200 Shares were sold to Westrata and Wintersett respectively, representing
29.9% and 20% respectively of the issued share capital of Goldmax.
(2) Consideration
The Shares were sold to Westrata and Wintersett at the par value of US$1 (or approximately
HK$7.8) per Share, that is, at US$299 (or approximately HK$2,332.2) and US$200 (or
approximately HK$1,560) respectively. The proceeds from the Sale are to be used as
working capital of Bondax.
(3) Completion date
15th May 2000
(4) Reduction of the Company's shareholding
The percentage shareholding of the Company in Goldmax and Weststar has been reduced
from 100% prior to completion of the Sale to 50.1% upon completion of the Sale.
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ASSIGNMENTS OF LOAN
Assignment to Westrata
Date:
15th May 2000
Parties: (1) Bondax
(2) Westrata
Assignment to Wintersett
Date:
15th May 2000
Parties: (1) Bondax
(2) Wintersett
Nature of the Assignments of Loan
Immediately prior to the completion of the Sale as mentioned in the paragraph headed "Disposal
of Shares" above, there existed a shareholders' loan of HK$64,127,490 which was granted by
Bondax to Goldmax. Out of this Loan, HK$19,174,119.51 and HK$12,825,498 were assigned by
Bondax to Westrata and Wintersett respectively at their respective face value by 2 separate deeds
of assignment, representing 29.9% and 20% respectively of the Loan. The Assignments were
made at the same time when the Sale was completed.
SHAREHOLDERS' AGREEMENT
Date:
15th May 2000
Parties: (1)
(2)
(3)
(4)
the Company
Bondax
Grosvenor
Westrata
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(5) TLB
(6) Wintersett
(7) Goldmax
Major terms:
(1) Business of Goldmax and Weststar
The Shareholders' Agreement has been entered into to regulate the management and
operation of Goldmax and the shareholders' respective interests in Goldmax. Goldmax has
not commenced any business prior to the signing of the sale and purchase agreement for the
purchase of shares of Weststar on 17th March 2000. The sole business of Goldmax is to
hold its investment interest in Weststar. The issued share capital of Goldmax as at 15th May
2000 is US$1,000 (or approximately HK$7,800).
Weststar has not commenced any business prior to the signing of the sale and purchase
agreement for the acquisition of a property at No. 117 Repulse Bay Road, Hong Kong on
11th March 2000. This property was acquired by Weststar from an independent third party
at a consideration of HK$190 million, completion of which took place on 15th May 2000.
The property is at present under construction and will be developed into a residential
property. The expected date of completion of construction is in 2003. The consideration of
the property of HK$190 million was funded as to approximately 40% by a bank loan, 20%
by the Loan and approximately 40% by additional shareholders' loans from Bondax,
Westrata and Wintersett, the three shareholders, on a pro-rata basis.
(2) Board composition
The Goldmax Board is composed of six directors, of whom three are nominated by Bondax,
two are nominated by Westrata and one is nominated by Wintersett.
(3) Management and operation
Certain matters of Goldmax must be approved by unanimous consent of all the three
shareholders, Bondax, Westrata and Wintersett, before they can be carried out, including
amongst others, changes to the constitutional documents, changes in the share and loan
capital, incurring material capital commitments and winding up of Goldmax and Weststar.
Information on the parties
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(1) The principal businesses of the parties to the Shareholders' Agreement are as follows:
(a) the Company
:
property investment and property development
(b) Bondax
:
investment holding to hold the interest in Goldmax
(c) Grosvenor
:
property investment and property development
(d) Westrata
:
investment holding to hold the interest in Goldmax
(e) TLB
:
property investment and property development
(f) Wintersett
:
investment holding to hold the interest in Goldmax
(g) Goldmax
:
investment holding to hold the interest in Weststar
(2) The net liabilities of Goldmax and Weststar are as follows:
(a) The net liabilities of Goldmax as at 4th May 2000 is HK$2,490.
(b) The net liabilities of Weststar as at 15th March 2000 is HK$78,088.
CONNECTED TRANSACTIONS
Westrata is the Associate of Grosvenor which is a substantial shareholder of the Company, and
as such, Westrata is a connected person of the Company and the sale of the Shares to Westrata,
the assignment of the Loan to Westrata and the Shareholders' Agreement constitute connected
transactions of the Company. The Company is required to comply with the requirements in the
Listing Rules for connected transactions. Pursuant to Rule 14.25(1) of the Listing Rules, the sale
of the Shares to Westrata, the assignment of the Loan to Westrata and the Shareholders'
Agreement are subject to disclosure by way of this announcement. In accordance with the same
Rule, the Company will include details of these transactions in its next published annual report
and accounts containing information as required to be set out in that Rule.
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GENERAL
The Directors (including the independent non-executive Directors) are of the view that the Sale,
the Shareholders' Agreement and the Assignments are in the interest of the Company as they
enable a co-operation between the Company and international property investors which will
enhance the profile of both the Group and the property project and bring in new ideas from the
foreign investors for the property project. The Sale and the Shareholders' Agreement have been
approved by the Directors (including the independent non-executive Directors) by written
resolutions.
DEFINITIONS
"Assignments of Loan" : the assignments of the Loan to Westrata and Wintersett, the details of
which are set out in the paragraph headed "Assignments of Loan" in this
announcement
"Associate"
:
has the same meaning given to such term in the Listing Rules
"Board"
:
the board of directors of the Company
"Bondax"
:
Bondax Holdings Limited, a company incorporated in the British Virgin
Islands in January 2000 and a wholly-owned subsidiary of the Company
"the Company" :
Asia Standard International Group Limited
"Goldmax"
Goldmax International Limited, a company incorporated in the British
Virgin Islands in May 1999 and a wholly-owned subsidiary of the
Company prior to completion of the Sale
:
"Goldmax Board"
: the board of directors of Goldmax
"Grosvenor"
Grosvenor Estate Holdings, a company incorporated in the United
Kingdom, the holding company holding 100% of Westrata and a
:
6
substantial shareholder of the Company, but is otherwise independent of
any of the directors (other than one Director of the Company who is
appointed by Grosvenor), chief executives or substantial shareholders of
the Company or any of its subsidiaries, or the Associates of any of them
"Group"
:
the Company and its subsidiaries
"HK$"
:
Hong Kong dollars, the lawful currency of Hong Kong
"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 of
Hong Kong Limited
"Loan"
:
a shareholders' loan of HK$64,127,490 granted by Bondax to Goldmax
"Sale"
:
the sale by Bondax and the purchase by Westrata and Wintersett of 299
Shares and 200 Shares respectively, the details of which are set out in the
paragraph headed "Disposal of Shares" in this announcement
"Shareholders' :
Agreement"
the agreement dated 15th May
2000 and made between the Company, Bondax, Grosvenor, Westrata,
TLB, Wintersett and Goldmax in respect of the management and
operation of Goldmax, the details of which are set out in the paragraph
headed "Shareholders' Agreement" in this announcement
"Shares"
:
shares of US$1.00 (or approximately HK$7.8) each in the capital of
Goldmax
"TLB"
:
TLB Land Limited, a company whose securities are listed on the
Singapore Stock Exchange and the holding company holding 100% of
Wintersett, 80% of the shares of which are held indirectly by Ayala
Corporation, a shareholder holding approximately 1.63% of the shares of
the Company, but is otherwise independent of any of the directors, chief
executives or substantial shareholders of the Company or any of its
subsidiaries, or the Associates of any of them
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"Weststar"
:
Weststar Enterprises Limited, a company incorporated in Hong Kong in
January 2000 and a wholly-owned subsidiary of Goldmax
"Westrata"
:
Westrata Property Development Limited, a company incorporated in the
Cayman Islands and a wholly-owned subsidiary of Grosvenor
"Wintersett"
:
Wintersett Properties Limited, a company incorporated in the British
Virgin Islands in January 2000 and a wholly-owned subsidiary of TLB,
the relationship of which with the Company is set out in the definition
"TLB" above, but is otherwise independent of any of the directors, chief
executives or substantial shareholders of the Company or any of its
subsidiaries, or the Associates of any of them
US$
:
United States dollar, the lawful currency of the United States of America
"%"
:
per cent
By Order of the Board
ASIA STANDARD INTERNATIONAL
GROUP LIMITED
Fung Siu To, Clement
Chairman
Hong Kong, 16th May, 2000
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