INNOPAC HOLDINGS LIMITED (Incorporated in the British Virgin Islands with limited liability)

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement. CHANGAN INVESTMENT HOLDINGS II LIMITED (Incorporated in the Cayman Islands with limited liability) INNOPAC HOLDINGS LIMITED (Incorporated in the British Virgin Islands with limited liability) JOINT ANNOUNCEMENT EPRO LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8086) (1) DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO AN UNCONDITIONAL MANDATORY CASH OFFER BY KINGSTON SECURITIES LIMITED ON BEHALF OF CHANGAN INVESTMENT HOLDINGS II LIMITED AND INNOPAC HOLDINGS LIMITED TO ACQUIRE ALL THE SECURITIES OF EPRO LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THEM AND THE PARTIES ACTING IN CONCERT WITH THEM) AND (2) APPOINTMENT OF NEW DIRECTORS DESPATCH OF THE COMPOSITE DOCUMENT The Composite Document containing, among other things, information relating to, (i) the details of the Offers, the Company and the Offerors; (ii) a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders, the Optionholders and the Noteholders and the reasons thereto; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee, the Independent Shareholders, the Optionholders and the Noteholders; and (iv) the Forms of Acceptance, have been despatched to the Independent Shareholders, the Optionholders and the Noteholders (as the case may be) on 17 August 2010 in accordance with the Takeovers Code. The Offers have commenced on 17 August 2010 and are expected to close on 7 September 2010 unless the Offerors revise or extend the Offers. The latest time and date for acceptance of the Offers is 4:00 p.m. on 7 September 2010, unless the Offerors revise or extend the Offers in accordance with the Takeovers Code. An expected timetable is set out in this joint announcement. 1

2 Independent Shareholders, the Optionholders and the Noteholders are advised to read the Composite Document carefully, including the recommendations of the Independent Board Committee to the Independent Shareholders, the Optionholders and the Noteholders and the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the Optionholders and the Noteholders in respect of the respective Offers, before deciding whether or not to accept the respective Offers. APPOINTMENT OF NEW DIRECTORS Mr. Meng Hu and Mr. Zhang Zhen have been appointed as executive Directors with effect from 17 August 2010 following the despatch of the Composite Document. Reference is made to (i) the joint announcement issued by the Offerors and the Company dated 30 April 2010; (ii) the circular of the Company dated 26 May 2010 in relation to, among other things, the details of the Offers; and (iii) the composite offer and response document jointly issued by the Offerors and the Company dated 17 August 2010 (the Composite Document ). Unless the content requires otherwise, capitalised terms used in this joint announcement shall have the same meanings as defined in the Composite Document. DESPATCH OF THE COMPOSITE DOCUMENT The Composite Document containing, among other things, information relating to, (i) the details of the Offers, the Company and the Offerors; (ii) a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders, the Optionholders and the Noteholders and the reasons thereto; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee, the Independent Shareholders, the Optionholders and the Noteholders; and (iv) the Forms of Acceptance, have been despatched to the Independent Shareholders, the Optionholders and the Noteholders (as the case may be) on 17 August 2010 in accordance with the Takeovers Code. The Offers have commenced on 17 August 2010 and are expected to close on 7 September 2010 unless the Offerors revise or extend the Offers. The latest time and date for acceptance of the Offers is 4:00 p.m. on 7 September 2010, unless the Offerors revise or extend the Offers in accordance with the Takeovers Code. 2

3 An expected timetable of the Offers is set out below. EXPECTED TIMETABLE Commencement of the Offers Tuesday, 17 August 2010 Latest time and date for acceptance 4:00 p.m. on of the Offers Tuesday, 7 September :00 p.m. on Closing Date Tuesday, 7 September 2010 Announcement of the results of the Offers to be posted by 7:00 p.m. on on the GEM website Tuesday, 7 September 2010 Latest date for posting remittances for amounts due in respect of valid acceptances received under the Offers Thursday, 16 September 2010 All time and date references contained in this joint announcement refer to Hong Kong time and date. Independent Shareholders, the Optionholders and the Noteholders are advised to read the Composite Document carefully, including the recommendations of the Independent Board Committee to the Independent Shareholders, the Optionholders and the Noteholders and the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the Optionholders and the Noteholders in respect of the respective Offers, before deciding whether or not to accept the respective Offers. APPOINTMENT OF NEW DIRECTORS The Board is pleased to announce that Mr. Meng Hu ( Mr. Meng ) and Mr. Zhang Zhen ( Mr. Zhang ) have been appointed as executive Directors with effect from 17 August 2010 following the despatch of the Composite Document. Mr. Meng Mr. Meng, aged 36, is experienced in corporate management and investment. Mr. Meng holds a bachelor s degree in electronic engineering from Tsinghua University and a Master s Degree of Business Administrative from the Guanghua School of Management, Peking University. Mr. Meng is a director of ChangAn Investment, Wise Focus and Spacewalk. As at the date of this joint announcement, Mr. Meng was deemed to be interested in 3,920,000,000 Shares in which ChangAn Investment was interested by virtue of Part XV of the SFO. ChangAn Investment is a company owned as to 56.25% by Wise Focus, which is in turn owned as to 66.67% by Mr. Meng and as to 11.11% by Spacewalk (a company wholly owned by Mr. Meng). 3

4 Save as disclosed above, Mr. Meng has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, management shareholders or substantial or controlling shareholders (having the meaning ascribed to it in the GEM Listing Rules) of the Company. Other than the directorship in the Company, Mr. Meng does not hold other positions with the Company or other members of the Company. There is no service contract between the Company and Mr. Meng. Mr. Meng is not appointed for a specified term and is subject to retirement by rotation and other related provisions as stipulated in the articles of association of the Company. The remuneration of Mr. Meng will be determined by the Board with reference to the prevailing market conditions, his roles and responsibilities in the Company. Save as disclosed above, there is no further information which is required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters relating to the appointment of Mr. Meng that need to be brought to the attention of the Shareholders. Mr. Zhang Mr. Zhang, aged 34, is experienced in the internet and telecommunication industry. Mr. Zhang holds a master s degree in management and dual bachelor s degrees in Engineering and Law from Tsinghua University and has acquired qualification as a Chinese lawyer (without holding a practising certificate). Mr. Zhang is a partner of IDG. Mr. Zhang is a director of ChangAn Investment. As at the date of this joint announcement, Mr. Zhang was not interested in any Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Zhang has not held any other major appointment and qualifications or directorship in other listed company in the last three years, nor does he have any relationship with any Director, senior management, management shareholders or substantial or controlling shareholders (having the meaning ascribed to it in the GEM Listing Rules) of the Company. Other than the directorship in the Company, Mr. Zhang does not hold other positions with the Company or other members of the Company. There is no service contract between the Company and Mr. Zhang. Mr. Zhang is not appointed for a specified term and is subject to retirement by rotation and other related provisions as stipulated in the articles of association of the Company. The remuneration of Mr. Zhang will be determined by the Board with reference to the prevailing market conditions, his roles and responsibilities in the Company. 4

5 Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters relating to the appointment of Mr. Zhang that need to be brought to the attention of the Shareholders. The Board would like to take this opportunity to express its warmest welcome to Mr. Meng and Mr. Zhang in joining the Company. By order of the board CHANGAN INVESTMENT HOLDINGS II LIMITED MENG Hu Director Hong Kong, 17 August 2010 By order of the board INNOPAC HOLDINGS LIMITED CHEN Ling Sonny Director By order of the board EPRO LIMITED HUANG Shaokang Chairman As at the date of this joint announcement (taking into account the appointment of the Directors following the despatch of the Composite Document), the executive directors of the Company are Mr. Huang Shaokang, Mr. Liu Lin, Mr. Chow Siu Kwong, Mr. Meng Hu and Mr. Zhang Zhen; the non-executive director of the Company is Mr. Yip Sam Lo and the independent non-executive directors of the Company are Mr. Lu Wei, Mr. Fong Fuk Wai and Mr. Chang Chung Wai. The directors of ChangAn Investment, being Guo Yihong, Zhang Zhen, Meng Hu, Charles Xue and Bao Yue Qiao, jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Group and Innopac) and confirm that, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and Innopac) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading. The sole director of Innopac, being Chen Ling Sonny, accepts full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Group and ChangAn Investment) and confirms that, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and ChangAn Investment) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading. 5

6 This joint announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this joint announcement (other than those relating to the Investors and parties acting in concert with them) is accurate and complete in all material respects and not misleading or deceptive; and there are no other matters the omission of which would make any statement in this joint announcement misleading. The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than those relating to the Investors and parties acting in concert with them) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Investors and parties acting in concert with them) have been arrived at after due and careful consideration and there are no other facts not contained in the document, the omission of which would make any statement in this joint announcement misleading. This joint announcement will remain on the Latest Company Announcements page of the GEM website for at least 7 days from the date of its publication and on the website of the Company at * For identification purposes only 6