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MULTVISION INTELLIGENT SURVEILLANCE LIMITED

PROPOSED ACQUISITION OF SHARES IN SINO GEAR FORCE LIMITED

The Board of Directors of MultiVision Intelligent Surveillance Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce that MultiVision Intelligent Surveillance (Hong Kong) Limited ( "MVIS(HK)") (formerly known as MultiVision Systems and Networks Limited), a wholly-owned subsidiary of the Company, has entered into a conditional sale and purchase agreement (the" Agreement") to acquire 45 ordinary shares of US$1.00 each, representing 45% of the issued and paid-up share capital of Sino Gear Force Limited ("SGFL") from its existing shareholders, Mr. Cou Tzi Meng ("CTM") and Ms. Wang Ling ("WL") (collectively, the "Vendors") for a purchase price of HK$ 45,000,000 (the "Purchase Price") ("the "Proposed Acquisition").

This announcement is made pursuant to Rule 1010 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST").

Information on SGFL
SGFL was incorporated in the British Virgin Islands on 1 August 2003 and is engaged in the business of providing technical support for surveillance services in the PRC.

Purchase Price
The Purchase Price was arrived at on a willing-buyer-willing-seller basis and will be fully satisfied in cash upon the completion of the Proposed Acquisition.

Rationale for the Proposed Acquisition
The Directors believe that SGFL is a suitable partner in the Group's business of providing security surveillance services and that the Proposed Acquisition creates a joint venture relationship with SGFL which will enable the Group to expand and establish its presence in the PRC.

Financial Effects of the Proposed Acquisition
The Proposed Acquisition is not expected to have any material effect on the net tangible earnings per share or the earnings per share of the Company for the financial year ending 31 March 2004.

There is no material impact on the gearing of the Company as the consideration for the Proposed Acquisition will be funded from internal resources and from part of the proceeds arising from the Company's Placement of shares in July 2003, as set out in the Company's announcement dated 15 July 2003.

Conditions Precedent
The completion of the Proposed Acquisition is subject to certain conditions precedent set out in the Agreement including the following:

  1. The execution of a contract between Beijing Lian Qiang Suo Si Technology Company Limited ( 北京聯強索思技術有限公司 ) ("LQSS") and China Online Telecom Corporation Limited (九州在線有限公司) ( "JZOL"), a subsidiary of CNC International Limited (中國網通集團國際通信有限公司) pursuant to which LQSS will become the exclusive provider of Internet surveillance services to JZOL for a period of 10 years commencing on 1 September 2003 (the "Contract"):
  2. The execution of an agreement between SGFL and LQSS, pursuant to which SGFL will provide LQSS with all technical services in relation to the Contract.

Pursuant to the Agreement, CTM and WL shall respectively sell 27 and 18 ordinary shares of US$1.00 in the issued and paid-up share capital of SGFL to MVIS(HK). Upon completion of the Proposed Acquisition, MVIS(HK) shall hold 45 ordinary shares of US$1.00 each, representing 45% of the issued and paid-up share capital of SGFL. CTM and WL will respectively hold 33 and 22 ordinary shares of US$1.00 each, representing 33% and 22% respectively of the issued and paid-up share capital of SGFL.

Directors' and Controlling Shareholders' Interests
As far as the Directors are aware, none of the Directors or Controlling Shareholders (as defined in the Listing Manual of the SGX-ST) of the Company has any interest, Direct or indirect, in the Proposed Acquisition.

 

 

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