By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.
TYSAN HOLDINGS LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 687) INSIDE INFORMATION AND RESUMPTION OF TRADING
This announcement is made by Tysan Holdings Limited (the "Company" together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
References are made to the announcements issued by the Company dated 12
November 2012 (the "Announcement"), 3 December 2012, 21 December 2012 and
4 January 2013 (collectively with the Announcement, are hereafter referred to as the "Announcements"). Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Announcement.
The Company has been informed that its Directors (other than Mr. Fung Chiu Chak Victor) received from or on behalf of one of its Directors, Mr. David Chien, legal proceedings in HCMP No. 2892 of 2012 on 4 January 2013 (and in the case of some directors, at a later date). Such legal proceedings gave notice to the relevant Directors that Mr. David Chien would be seeking an interim injunction from the High Court of Hong Kong (the "High Court") to restrain them, whether by themselves or their servants or agents, from directly or indirectly engaging in any act or conduct to perform or further the performance of the sale and purchase agreement dated 12
November 2012 and the supplemental agreement dated 21 December 2012 (together the "Sale and Purchase Agreements") relating to a sale of a 40% shareholding in the Company's foundation business to Fortunate Pool Limited (a company wholly owned
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by Mr. Fung Chiu Chak Victor, a director of the Company), further details of which are set out in the Announcements. The Company is required, under the Listing Rules, to progress the despatch of the Circular to Shareholders relating to the Sale and Purchase Agreements and pending the outcome of Mr. David Chien's application, will further liaise with the Stock Exchange in this regard. Whilst a court date of 18
January 2013 has been fixed for a short directions hearing, the substantive hearing of the matter will unlikely be heard by the court till a later date (which is not capable of determination at this time).
On 4 January 2013, the Company was also served with a statutory notice under Section 168BD of the Companies Ordinance, Chapter 32, laws of Hong Kong ("the Companies Ordinance") stating that Mr. David Chien intends to apply after the expiration of 14 days of the notice to the High Court under Section 168BC(3) of the Companies Ordinance for leave to represent the Company in legal proceedings intended to be brought against all other Directors (including Mr. Fung Chiu Chak Victor) in respect of matters relating to the Sale and Purchase Agreements. Pending such an application, the Company continues to function through its Board as a whole.
Further announcements will be made as and when appropriate.
The Company requested that trading in the shares of the Company on the Stock Exchange be halted from 11:18 a.m. on 4 January 2013 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 9:00 a.m. on Tuesday, 8
January 2013.
By order of the Board Tysan Holdings Limited Wong Suk Han, Kitty
Company Secretary
Hong Kong, 7 January 2013
As at the date of this announcement, the executive Directors of the Company are Mr. Francis Cheung; Mr. Fung Chiu Chak, Victor; Mr. David Chien; Miss Jennifer Kwok; Mr. Chiu Chin Hung; Mr. Wong Kay; Mr. Lau Kin Fai and Mr. Cheung Harvey Jackel; and the independent non-executive Directors of the Company are Mr. Fan Chor Ho, Paul; Mr. Tse Man Bun and Mr. Lung Chee Ming, George.
Company website: www.tysan.com
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