[07/22/2002] 09:17 COSLIGHT TECH<01043>-Announcement & Resumption of Trading(3)
per Share represent a discount of 6.52% to the closing price
of HK$2.30 of the Shares as quoted on the Stock Exchange on 17
July, 2002, being the date immediately preceding the suspension
of trading of the Shares on the Stock Exchange on 18 July, 2002,
and a discount of approximately 9.28% to the average closing
price of HK$2.37 of the Shares as quoted on the Stock Exchange
for the ten consecutive trading days ended on 17 July, 2002,
being the date immediately preceding the suspension of trading
of the Shares on the Stock Exchange on 18 July, 2002. The Placing
Price and the Subscription price were arrived at after arm's
length negotiation between Mr. Song and the Placing Agent and
between Mr. Song and the Company respectively. The Directors
are of the view that the Placing Price and the Subscription Price
are fair and reasonable.
Costs and Expenses:
Pursuant to the Placing Agreement, Mr. Song shall pay the placing
fee to the Placing Agent and the relevant stamp duty of all
seller's Hong Kong stamp duty on the relevant sold notes and
instruments of transfer, transferor's fees charged by Hong Kong
Securities Clearing Company Limited in respect of CCASS
transactions and all brokerage, SFC transaction levy (if any)
and Stock Exchange trading fee (if any). All legal costs and
expenses incurred by the Placing Agent are to be borne by Mr.
Song. However, Mr. Song is entitled to be indemnified by the
Company for such costs and expenses.
Substantial Shareholder:
At the date hereof, Mr. Song holds 251,527,300 Shares,
representing approximately 69.28% of the entire issued share
capital of the Company. Immediately after completion of the
Placing, the shareholding of Mr. Song will be reduced to
216,527,300, representing approximately 59.64% of the existing
issued share capital of the Company. Immediately after
completion of the Subscription, the shareholding of Mr. Song
will return to 251,527,300 Shares, representing 63.19% of the
enlarged issued share capital of the Company.
Use of proceeds:
The Company and its subsidiaries are principally engaged in the
research and development, manufacture and sales of rechargeable
batteries and battery-related accessories and manufacture of
electricity control devices in Mainland China.
The net proceeds of the Subscription is estimated to be
approximately HK$73 million assuming that all the Placing Shares
are placed, out of which approximately RMB40 million will be
used for the expansion of the lithium ion battery production
facilities of the Group and approximately RMB20 million will
be used to finance the expansion plan of the Group's sealed
lead-acid batteries facilities in Harbin, the PRC. The remaining
proceeds will be used as the Group's working capital.
Reasons for the Placing and the Subscription:
The Directors consider that the Placing and the Subscription
are in the interests of the Company and its shareholders as a
whole and would enable the Group to further develop its business
and broaden its shareholders base.
General:
At the request of the Company, trading of the Shares on the Stock
Exchange was suspended with effect from 10:04 a.m. on 18 July,
2002. The Company has applied for
