General Announcement
Reference No
O&-051118-64083
Submitting Merchant Bank
:
K & N KENANGA BHD
Company Name
:
ASIAEP BHD
(MESDAQ Market)
Stock Name
:
ASIAEP
Date Announced
:
18/11/2005
Type
:
Announcement
Subject
:
AsiaEP Berhad ("AsiaEP" or the "Company")
PROPOSED ACQUISITION OF ASIAEP HONG KONG LIMITED (COMPANY NO. 1000198), A COMPANY INCORPORATED IN HONG KONG SAR
Contents :
1. Information
K&N Kenanga Bhd, on behalf of the Board of Directors of AsiaEP (
"Board"
), is pleased to announce that the Board had on 18 November 2005 resolved to acquire the entire issued and paid-up share capital of AsiaEP Hong Kong Limited (
"AHKL"
) comprising of one (1) share of par value HKD1.00 from Ng Wai Ling, a Hong Kong resident of Chinese nationality, for a total cash consideration of HKD10,960 (or approximately RM5,343 based on the exchange rate of HKD1.00:RM0.4875 as at 17 November 2005, being the last market day prior to this announcement) (the
"Proposed Acquisition"
).
AHKL is incorporated under the laws of Hong Kong and having its registered office at Flat F, 14/F, Block 20, Tai Po Centre, Tai Po, New Territories, Hong Kong SAR. Upon completion of the Proposed Acquisition, AHKL will become a wholly-owned subsidiary of the Company.
The purchase consideration is arrived at after taking into consideration the issued and paid-up share capital of AHKL, fees, levies and other expenses incurred during the incorporation of AHKL.
2. History and Paid-up Share Capital of AHKL
AHKL was incorporated in Hong Kong on 7 October 2005 as a limited company with a paid-up capital of HKD1.00. AHKL has been dormant since its incorporation and its intended principal activities are advertising, electronic-commerce and electronic-business.
3. Rationale
As part of AsiaEP's regional market expansion plans, the Proposed Acquisition will enable AsiaEP to obtain a gateway to penetrate the southern China region via AHKL.
4. Source of Funds
The Proposed Acquisition will be financed entirely through internally generated funds of the Company.
5. Financial Effect
The Proposed Acquisition will not have any material effect on AsiaEP's earnings, net tangible assets, share capital and substantial shareholdings.
6. Directors' and Substantial Shareholders' Interests
The directors and/or the substantial shareholders of the Company do not have any interest, directly or indirectly, in the Proposed Acquisition.
In so far as the existing directors and/or the substantial shareholders of the Company are able to ascertain and are aware, no persons connected to them have any interest, directly or indirectly, in the Proposed Acquisition.
7. Approval Required
The Proposed Acquisition is not subject to any approvals. The Proposed Acquisition is estimated to be completed within one (1) month from the date of this announcement.
8. Directors' Opinion
Taking into account the rationale of the Proposed Acquisition, the Board is of the opinion that the Proposed Acquisition is in the best interest of the Company.
This announcement is dated 18 November 2005.