FORMS RELATING TO LISTING Form F
The Growth Enterprise Market (GEM) Company Information Sheet
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this information sheet, 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 information sheet.

Company name : Netel Technology (Holdings) Limited

Stock code (ordinary shares) : 8256

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on the Growth Enterprise Market ("GEM") of the Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.
The information in this sheet was updated as of 03 January 2012.
A. General
Place of incorporation : The Cayman Islands
Date of initial listing on GEM : 20 December 2002
Name of Sponsor(s) : N/A
Names of directors : Executive directors
Mr. James Ang
Mr. Wei Ren
Ms. Yau Pui Chi, Maria
Dr. Zhong Shi
Independent non-executive directors
Mr. Chiang Kin Kon
Mr. Wong Kwok Fai
Mr. Chau Siu Keung
Name(s) of substantial shareholder(s)
(as such term is defined in rule 1.01of the
GEM Listing Rules) and their respective interests in the ordinary shares and other
securities of the Company :
Approximate percentage
Number of of holding
Name shares after listing
Mr. James Ang (Mr. Ang)
(Note a)
Ms. Yau Pui Chi, Maria
(Ms. Yau) (Note b) 209,976,746 40.03%
Note :
a. These Shares are registered as to 173,141,746 shares and 9,600,000 share options held by Mr. Ang in person; and 799,000 shares and 9,600,000 share option held by Ms. Yau in person; and 3,190,000 shares held by Cyber Wealth Company Group Limited ("Cyber Wealth"), and 13,646,000 shares held by Bluechip. Cyber Wealth and Bluechip are companies wholly-owned by Mr. Ang
b. Ms Yau is spouse of Mr. Ang
Name(s) of company(ies) listed on GEM : Nil or the Main Board of the Stock Exchange
within the same group as the Company
Financial year end date : 31 May
Registered address : Century Yard, Cricket Square, Hutchins Drive
P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands
Head office and principal : Room C, 9/F, Max Share Centre place of business 373 King's Road, North Point
Hong Kong
Web-site address (if applicable) : www.neteltech.com.hk
Share registrar : Computershare Hong Kong Investor
Services Ltd.
Room 1712-16, 17 Floor
Hopewell Centre, 183 Queen's Road East
Wan Chai, Hong Kong
Auditors : Lau & Au Yeung C.P.A. Ltd.
21 Floor, Tai Yau Building,
181 Johnston Road, Wanchai, Hong Kong
B. Business activities
The Group is principally engaged in the provision of long distance call services through an integrated network infrastructure comprising of both the packet-switched system (IP based) and the circuit-switched system (conventional phone based) focusing in the Asia-Pacific region including the Philippines, Indonesia, Singapore, South Korea, Taiwan, Japan as well as the United State. The Group is also engaged in the sales of VOIP gateways, related equipment and value added service.
C. Ordinary shares
Number of ordinary : 524,422,196 shares in issue
Par value of ordinary shares in issue : HK$0.02 each
Board lot size (in number of shares) : 4,000
Name of other stock exchange(s) on : N/A Which ordinary shares are also listed
D. Warrants
Stock code : N/A Board lot size : N/A Expiry date : N/A Exercise price : N/A
Conversion ratio : N/A
(Not applicable if the warrant is denominated in dollar value of
conversion right)
No. of warrants : N/A
outstanding
No. of shares falling : N/A
to be issued upon the
exercise of outstanding warrants
E. Other securities :
Details of any other securities in issue.

Particulars of share options granted by the Company under the Share Option Scheme are as follows:-

Date of grant

Option period

Exercise price

per share

Share options

outstanding as at

31 December, 2011

13 October, 2009

13 October 2009 to

12 October 2019

HK$0.233

19,000,000

8 December, 2010

8 December 2010 to

7 December 2020

HK$0.150

21,348,000

31 January, 2011

31 January 2011 to

30 January 2021

HK$ 0.182

22,800,000

30 May, 2011

30 May 2011 to

29 May 2021

HK$ 0.1486

26,000,000

Total

89,148,000

Particulars of warrants issued by the Company are as follows:-

Date of issue

Exercise period

Exercise price

per share

Warrants

outstanding as at

31 December 2011

28 January, 2011

28 January 2011 to

28 January 2016

HK$0.156

HK$14,400,000

(i.e. other than the ordinary shares described in C above and warrants described in D above but including options granted to executives and/or employees).

(Please include details of stock code if listed on GEM or the Main Board or the name of any other stock exchange(s) on which such securities are listed).

If there are any debt securities in issue that are guaranteed, please indicate name of guarantor. N/A
Responsibility statement
The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet ("the Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any Information inaccurate or misleading.
The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.
The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.
Signed:
James Ang Yau Pui Chi, Maria
Wei Ren Zhong Shi
Chiang Kin Kon Wong Kwok Fai
Chau Siu Keung

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