HAIER-CCT HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1169) POSSIBLE ASSET INJECTION BY THE HAIER GROUP INVOLVING AN ACQUISITION OF THE WASHING MACHINE BUSINESS AND PROPOSED EXERCISE OF THE CALL OPTION VERY SUBSTANTIAL ACQUISITION REVERSE TAKEOVER AND CONNECTED TRANSACTION INVOLVING A NEW LISTING APPLICATION AND AN APPLICATION FOR THE GRANTING OF THE WHITEWASH WAIVER EXTENSION OF LONG STOP DATE
Reference is made to the Announcement, the announcements of the Company dated 30 June 2004 and 31 August 2004 and the circular of the Company dated 18 November 2004. The Long Stop Date as set out in the Asset Injection Agreement has been further extended to 7 February 2005 (or such later date as all parties to the Asset Injection Agreement may agree in writing).
Reference is made to the Announcement and the circular of the Company dated 18 November 2004 (the `Circular’) regarding the proposed Asset Injection involving, inter alia, very substantial acquisition, reverse takeover, connected transaction, new listing application and the Whitewash Waiver and the announcements of the Company dated 30 June 2004 and 31 August 2004. Unless defined otherwise, terms defined in the Circular have the same meanings when used in this announcement. As provided in the Asset Injection Agreement, in the event that any of the conditions (the `Conditions Precedent’) for completion of the Asset Injection Agreement shall not have been fulfilled or waived on or before 30 June 2004 (or such later date as all parties may have agreed in writing) (the `Long Stop Date’), the Company shall not be bound to proceed with the Asset Injection Agreement and the Asset Injection Agreement shall cease to be of any effect.
The Long Stop
Date had been extended to 31 August 2004 on 30 June 2004 and was further extended to 31 December 2004 on 31 August 2004. As of the date of this announcement, whilst the resolutions approving the Asset Injection have been passed at the special general meeting held on 13 December 2004, some of the Conditions Precedent have not been fulfilled or waived and all parties to the Asset Injection Agreement are working closely together to get the outstanding Conditions Precedent fulfilled. The outstanding Conditions Precedent include, among others (i) the granting of the approval from the Listing Committee of the Stock Exchange of the new listing application by the Company; (ii) the granting of the listing of, and permission to deal in, the WM Consideration Shares and the Conversion Shares; and (iii) the obtaining of the approval from Qingdao COFTEC in relation to the conversion of Pegasus Qingdao from a Sino-foreign joint venture company into a wholly foreign owned enterprise. It is expected that all such outstanding Conditions Precedent will be fulfilled at a time close to or upon Completion. In addition, Completion is also subject to (a) completion of the placing of Shares for the purpose of maintaining the minimum 25% public float immediately following Completion in compliance with the Listing Rules; and (b) the obtaining of the approval from MOFCOM in respect of the final structure of the WM Sales Company. It is expected that the placing will be carried out in January 2005 and the approval from MOFCOM will also be obtained in January 2005.
The Board wishes to announce that Haier Corp, Haier Investment and the Company have agreed on 30 December 2004 to further extend the Long Stop Date to 7 February 2005 (or such later date as all parties to the Asset Injection Agreement may agree in writing) and that save for the time extension, other terms in the Asset Injection Agreement shall remain unchanged. In this connection, the last date on which the joint announcement relating to Completion is to be made will be extended to 8 February 2005 (or such later date as the Board may consider appropriate).
The Directors have confirmed that there has been no material change in the information contained in the Circular since the date of the Circular.