China Technology Announces the Prospective Change of Shareholder and Issuance of New Shares and Warrants for the Purchase of New
April 12 2007 - 10:00AM
PR Newswire (US)
HONG KONG, April 12 /Xinhua-PRNewswire-FirstCall/ -- China
Technology Development Group Corporation (Nasdaq: CTDC; "CTDC" or
the "Company") today announced that on April 12, 2007, Beijing
Holdings Limited ("Beijing Holdings"), the existing second largest
shareholder of the Company, has entered into Shares Sale and
Purchase Agreements (the "SPAs") respectively with China Biotech
Holdings Limited ("China Biotech"), ChinaDragon Pacific Limited
("ChinaDragon Pacific") and China Zhongjing Energy Investment
Limited ("Zhongjing Energy") (the "Purchaser" or collectively the
"Purchasers") in relation to the sale and purchase of 2,009,323
common shares of the Company, of par value US$0.01 each, at US$4.00
per share ("SPA Sale Shares"). Subject to the SPAs dated April 12,
2007, China Biotech, ChinaDragon Pacific and Zhongjing Energy will
each acquire 709,323 shares, 1,000,000 shares and 300,000 shares
respectively. In connection with the sale of the SPA Sale Shares by
Beijing Holdings, the Company has entered into Registration Rights
Agreements (the "RRAs") with each of the Purchasers on the same
date to govern the rights of the Purchasers to cause the Company to
register the registrable securities they hold. The Company also
announced that it has entered into Share Subscription Agreements
("Subscription Agreements") with Xinhua Gold Net International Co.,
Ltd. ("Xinhua"), Smartweed Investments Limited ("Smartweed") and
Max Winner Investments Limited ("Max Winner") (individually, the
"Subscriber" and collectively, the "Subscribers") in relation to
the issuance and purchase of 1,500,000 new common Shares
("Subscription Shares"), of par value US$0.01 each, for cash
consideration of US$4.00 per share. Subject to the terms and
conditions of the Subscription Agreements, Xinhua, Smartweed and
Max Winner will subscribe and purchase 1,250,000, 150,000 and
100,000 Subscription Shares from the Company respectively. In
addition, Max Winner will also subscribe for warrants ("Warrants")
to purchase shares ("Warrant Shares") in an amount of 1,500,000
Warrant Shares, issuable upon the exercise of the Warrants at an
exercise price of US$8.00 per share from the Company. The
subscription premium for the Warrants is US$0.01 per warrant. Upon
completion of the transaction, the Company will receive a total
cash consideration of US$6,015,000. The Company has also entered
into RRAs with each of the Subscribers on the same date to govern
the rights of the Subscribers to cause the Company to register the
registrable securities they hold. Current Shareholdings (As of
March 27, 2007): SHAREHOLDERS SHARES PERCENTAGE China Biotech
3,500,000 24.74% Beijing Holdings 2,009,323 14.20% Harvest Smart
1,000,000 7.07% Eastern Ceremony 800,000 5.66% CAS (Great Legend)
508,474 3.59% Public 6,328,700 44.74% TOTAL 14,146,497 100.00%
Shareholdings Upon the Completion of transactions in April, 2007
(Without Exercise of Warrants): SHAREHOLDERS SHARES PERCENTAGE
China Biotech 4,209,323 26.90% Xinhua 1,250,000 7.99% ChinaDragon
Pacific 1,000,000 6.39% Harvest Smart 1,000,000 6.39% Eastern
Ceremony 800,000 5.11% CAS (Great Legend) 508,474 3.25% Zhongjing
Energy 300,000 1.92% Smartweed 150,000 0.96% Max Winner 100,000
0.64% Public 6,328,700 40.45% TOTAL 15,646,497 100.00% The SPAs,
RRAs, Subscription Agreements and related documents in connection
with the proposed transactions is available at
http://www.nasdaq.com/asp/quotes_sec.asp?selected=CTDC&symbol=CTDC
. ChinaDragon Pacific, a limited liability company established and
existing under the laws of the British Virgin Islands, is a wholly
owned subsidiary of Guo Kang Pharmaceutical & Medical Supplies
Ltd ("Guo Kang"). The sole shareholder of Guo Kang is the Ministry
of Health of P. R. China (the "MOH"). Guo Kang holds a unique
position as the only representative entity in Hong Kong established
by MOH (Ministry of Health of P. R. China), which is one of the
administrative departments directly under Chinese State Council and
assumes one major responsibility to monitor and safeguard food
health in China. Mr. Alan Li, Chief Executive Officer of the
Company, commented, "We are so pleased to welcome Guo Kang to be
our new shareholder. Guo Kang is absolutely a valuable resource to
the Company. Its unique political and strategic influences over the
healthy food market in China, combining the leading player's role
of China Merchants Group, the ultimate principal shareholder of the
Company, over the Chinese market, will definitely accelerate the
Company's significant growth and development in the future. Mr.
Wenhan Bi, Managing Director of Guo Kang, expressed his excitement
at the SPA and RRA signing. "With the strong and rapid growth of
China's GDP, the living standard of people both in urban and rural
areas has been greatly improved. As a result, the consumption
structure has changed remarkably with a smaller percentage spending
on basic daily necessities and increasing portion on health care,
housing, communication, education and entertainment. As a
wholly-owned overseas subsidiary of MOH (Ministry of Health of P.
R. China), Guo Kang is committed to sharing its experiences and
resources in food health industry with the Company not only to
strengthen its penetration into food health industry, and going
forward, but also to extend its business to green industry, which
includes green food and green energy, etc. We are keen to leverage
our national network to help enable the Company to provide
environmental friendly products to avoid adverse impacts resulting
from unsecured food products or environmental pollutions. We have a
large but under developed market. It's a great opportunity for all
of us." About CTDC: CTDC is engaged in information network security
and nutraceutical business in China. CTDC's ultimate principal
shareholder is China Merchants Group ( http://www.cmhk.com/ ), one
of the leading Chinese state-owned enterprises in China. For more
information, please visit our website at http://www.chinactdc.com/
. Forward-Looking Statement Disclosure: This press release of the
Company, which is a foreign private issuer, on Form 6-K contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, and Section 21E of the Securities Act of
1934. These statements relate to future events or the Company's
future financial performance. The Company has attempted to identify
forward-looking statements by terminology including "anticipates",
"believes", "expects", "can", "continue", "could", "estimates",
"expects", "intends", "may", "plans", "potential", "predict",
"should", or "will" or the negative of these terms or other
comparable terminology. These statements are only predictions,
uncertainties and other factors may cause the Company's actual
results, level of activity, performance or achievements to be
materially different from any future results, level of activity,
performance or achievements expressed or implied by these
forward-looking statements. The information in this Report on Form
6-K is not intended to project future performance of the Company.
Although the Company believes that the expectations reflected in
the forward- looking statements are reasonable, the Company does
not guarantee future results, level of activity, performance or
achievements. The Company's expectations are as of the date this
Form 6-K is filed, and the Company does not intend to update any of
the forward-looking statements after the date this Report on Form
6-K is filed to conform these statements to actual results, unless
required by law. Contact: China Technology Development Group
Corporation Yibing Zhang Chief Financial Officer and Company
Secretary Tel: +852-3112-8461 Email: DATASOURCE: China Technology
Development Group Corporation CONTACT: Yibing Zhang, CFO of CTDC,
+852-3112-8461, or Web site: http://www.chinactdc.com/
http://www.cmhk.com/
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