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ERA INFORMATION & ENTERTAINMENT LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8043)
Memorandum of Understanding in respect of the Possible Acquisition
The Board announces that after trading hours on 21 December 2007, the Company entered
into the MOU with Vendor in relation to the Possible Acquisition of 25% equity interest of
the Target Company from Vendor for a consideration of between US$2.5 million to US$5
million (subject to valuation, due diligence and negotiation).
The MOU is not intended to be legally binding between the parties in relation to the
Possible Acquisition subject to the execution of the Formal Agreement by the parties.
The Board wishes to emphasise that no legally binding agreement in relation to the Possible
Acquisition has been entered into by the parties as at the date of this announcement. As the
Formal Agreement in respect of the Possible Acquisition may or may not be entered
into, investors and shareholders of the Company are advised to exercise caution when
dealing in the shares of the Company.
The entering into of the Formal Agreement, if it materialises, may constitute a notifiable
transaction for the Company under the GEM Listing Rules. Further announcement in respect
of the Possible Acquisition will be made by the Company should the Formal Agreement has
been entered into.
This announcement is made pursuant to Rule 17.10 of the Rules (the “GEM Listing Rules”)
Governing the Listing of the Securities on the Growth Enterprise Market of the Stock Exchange
of Hong Kong Limited.
Possible Acquisition
The board (“Board”) of directors (the “Directors”) of Era Information & Entertainment
Limited (the “Company”) announces that after trading hours on 21 December 2007, the
Company entered into a memorandum of understanding (the “MOU”) with Dean Management
Limited (“Vendor”), a company incorporated in the British Virgin Islands, in relation to the
possible acquisition of 25% equity interest of the Company established in Mongolia (the
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“Target Company”) from Vendor (the “Possible Acquisition”) for a consideration of between
US$2.5 million to US$5 million (subject to valuation, due diligence and negotiation). The
Target Company owns concession rights to certain natural resource.
To the best of the Directors’ knowledge, information and belief having made all reasonable
enquiry, Vendor is a third party independent of and not connected with the Company and its
subsidiaries, the directors, chief executives or substantial shareholders of the Company or any
of its subsidiaries or their respective associates as defined in the GEM Listing Rules.
The MOU is not intended to be legally binding between the parties in relation to the Possible
Acquisition subject to the execution of the formal agreement (the “Formal Agreement”) by
the parties.
The Board wishes to emphasise that no legally binding agreement in relation to the Possible
Acquisition has been entered into by the parties as at the date of this announcement. As the
Formal Agreement in respect of the Possible Acquisition may or may not be entered into,
investors and shareholders of the Company are advised to exercise caution when dealing
in the shares of the Company.
The entering into of the Formal Agreement, if it materialises, may constitute a notifiable
transaction for the Company under the GEM Listing Rules. Further announcement in respect
of the Possible Acquisition will be made by the Company should the Formal Agreement has
been entered into.
For order of the board
Era Information & Entertainment Limited
Jong-Dae Lee
Executive Director
Hong Kong, 21 December 2007
As at the date of this announcement, the chairman & executive director is Mr. LEE Jong-Dae,
the remaining executive directors are Mr. KIM Beom Soo and Mr. LEE Sung Min; and
independent non-executive directors are Mr. BOULANGER David Marc, Mr. PARKER
Christopher John and Mr. WONG Man Hin, Raymond.
This 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: (i) the information contained in this announcement is accurate and complete in all
material respects and not misleading; (ii) there are no other matters the omission of which
would make any statement in this announcement misleading; and (iii) all opinions expressed
in this announcement have been arrived at after due and careful consideration and are founded
on bases and assumptions that are fair and reasonable.
This announcement will remain on the GEM website on the “Latest Company Announcements”
page for 7 days from the date of its posting.
Memorandum of Understanding in respect of the Possible Acquisition |
