The directors of Qian Hu Corporation Limited (the "Company") are pleased to announce that on 29 April 2002, the Company had entered into a subscription agreement (the "Subscription Agreement") with Qian Hu Holdings Pte Ltd (the "Vendor") whereby the Vendor has agreed to subscribe 10,000,000 new shares of par value S$0.10 each in the Company (the "Subscription Shares"), at a subscription price of S$0.45 (the "Subscription").
Concurrent with the Subscription Agreement and as a condition thereunder, the Vendor had entered into a placement agreement (the "Placement Agreement") with the Development Bank of Singapore Ltd (the "Placement Agent") pursuant to which the Placement Agent shall purchase, or procure the purchase, of 10,000,000 existing ordinary shares of par value S$0.10 each (the "Vendor Shares") currently owned by the Vendor and representing approximately 10.9 per cent (10.9%) of the Company's current issued share capital, at a sale price of S$0.45 (the "Vendor Placement"). The sale price is at 9.4 per cent (9.4%) discount on the weighted average price for trades done on the Company's shares on the Official List of The Singapore Exchange Dealing and Automated Quotation System ("SGX SESDAQ") on 26 April 2002 and from 9 a.m. to 12.30 p.m. on 29 April 2002, being the date the Placement Agreement is signed.
The Vendor is a substantial shareholder of the Company and currently holds 30,267,369 ordinary shares of S$0.10 each in the capital of the Company, representing approximately 33.1 per cent (33.1%) of the issued share capital of the Company. Subsequent to the Subscription and Vendor Placement, the Vendor will hold 30,267,369 ordinary shares of S$0.10 each in the capital of the Company, representing 29.8 per cent (29.8%) of the enlarged issued share capital of the Company.
The Subscription Shares, when allotted and issued, will rank pari passu in all respects with the existing ordinary shares of the Company. The completion of the Subscription is conditional, inter alia, upon (a) the approval in-principle from the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing and quotation of the Subscription Shares on the Official List of the SGX SESDAQ; and (b) the issue and subscription of the Subscription Shares not being prohibited by any statute, order, rule, regulation, directive or request promulgated or issued after the date of the Subscription Agreement by any legislative, executive or regulatory body or authority of Singapore which is applicable to the Company or the Vendor.
At the Annual General Meeting of the Company held on 18 April 2002, approval was obtained from the shareholders of the Company to authorise the Directors pursuant to Section 161 of the Companies Act, Cap. 50 and the Listing Manual of the SGX-ST, to allot and issue new shares in the Company at any time and upon such terms and conditions and for such purposes, as the Directors may, in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to the resolution does not exceed 50% of the issued share capital of the Company for the time being, of which the aggregate number of such shares to be allotted and issued other than on a pro-rata basis to all shareholders shall not exceed 20% of the issued share capital of the Company for the time being, and that, unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.
The net proceeds from the Subscription, after deducting expenses, is estimated at $4,200,000. The net proceeds from the Subscription will be used by the Group for the purpose of working capital requirements.
As at the date of this announcement, the issued and paid up capital of the Company was S$9,150,470 divided into 91,504,700 ordinary shares of S$0.10 each ("Shares"). When completed, the Subscription will increase the existing issued and paid up share capital of the Company to $10,150,470 divided into 101,504,700 Shares. Based on the audited financial statements of the Group as at 31 December 2001, the net tangible asset per Share of the Group, after adjusting for the issue of the Subscription Shares, will increase from S$0.2043 to S$0.2090.
The Placement Agent have represented and undertaken to the Vendor in the Placement Agreement that they will not offer the Vendor Shares for sale to or by, any person who is a director or substantial shareholder of the Vendor or other persons specified in paragraph 4 of Practice Note 9c of the Listing Manual of the SGX-ST.
Apart from the Vendor and Messrs Kenny Yap Kim Lee, Alvin Yap Ah Seng, Andy Yap Ah Siong, Yap Ping Heng, Yap Hock Huat, Yap Kim Choon and Yap Kim Chuan who are directors and shareholders of the Vendor, none of the directors or substantial shareholders of the Company has any interest, direct or indirect in the Subscription and/or Vendor Placement.