[07/22/2002] 09:17 COSLIGHT TECH<01043>-Announcement & Resumption of Trading(2)
The Placing Agent has agreed to use its best efforts to place
up to 35 million Shares to more than six independent investors.
None of the placees will become the substantial shareholder of
the Company upon the completion of the Placing.
Independence of placees:
The placees and their ultimate beneficial owners are to be
independent third parties not acting in concert or connected
with Mr. Song, the Company, any of the directors, chief executive,
substantial shareholders of the Company or Mr. Song, any of their
subsidiaries or their respective associates (as defined in the
Listing Rules).
Completion of the Placing:
Completion of the Placing will take place on 24 July, 2002 or
such other date as Mr. Song and the Placing Agent may agree.
(B) Subscription Agreement dated 19 July, 2002
Subscriber:
Mr. Song
Number of Subscription Shares:
Equal to the aggregate number of Placing Shares successfully
placed by the Placing Agent up to a maximum of 35 million Shares,
representing approximately 9.64% of the existing issued share
capital of the Company and approximately 8.79% of the enlarged
issued share capital of the Company as a result of the
Subscription.
Conditions of the Subscription:
The Subscription is conditional upon:
(i) the Listing Committee of the Stock Exchange granting listing
of and permission to deal in the Subscription Shares; and
(ii) completion of the Placing.
Completion of Subscription:
Completion of the Subscription will take place on the business
day after the conditions of the Subscription are satisfied and
not more than 14 days after the date of the Placing Agreement.
In the event that completion of Subscription does not take place
within 14 days after the date of the Placing Agreement, the
Company shall comply with the connected transactions
requirements under Chapter 14 of the Listing Rules.
Mandate to issue new shares:
The Subscription Shares will be issued under the general mandate
granted to the Directors pursuant to the resoluton passed at
the annual general meeting held on 9 May, 2002 which is sufficient
for the issue of the Subscription Shares.
Ranking:
The Subscription Shares, when fully paid, will rank pari passu
in all respects with the existing issued Shares.
(C) General
Placing Price and Subscription Price:
The Placing Price and the Subscription Price of HK$2.15
