RNS Number:5792A
Tuntex (Thailand) PCL
15 March 2001
PART 2
APPENDIX 2
LIST OF EXISTING SECURITY
1. Machinery Mortgage Agreement dated 26 April 1995
(a) Names of Parties : Tuntex (Thailand) Public Company Limited
("TTC") and Bangkok Bank Public Company
Limited
(b) Machinery Nos. : 37-314-214-0001 to 37-314-214-0126
(c) Total : 126 items
(d) Location : TTC's Factory at No. 177, Moo 2, Sukhumvit
Road, Tambol Map Ta Phut, Amphur Muang
Rayong, Rayong Province
(e) Mortgage Value : Baht 2,475,000,000
2. Land Mortgage Agreement dated 11 May 1995
(a) Names of Parties : Tuntex (Thailand) Public Company Limited and
Bangkok Bank Public Company Limited
(b) Tide Deeds Nos. : 1106 Tambol Pla, Amphur Baanchang, Rayong
Province
(c) Total Area : 11 Rai, 1 Ngan, 17 7/10 Square Wah
(d) Mortgage Value : Baht 22,000,000
3. Building Mortgage Agreement dated 23 May 1995
(a) Names of Parties : Tuntex (Thailand) Public Company Limited and
Bangkok Bank Public Company Limited
(b) Location : No. 6 Moo 2 Tambol Map Ta Phut, Amphur
Muang Rayong, Rayong Province
(c) Total Constructions : 21 items
(d) Mortgage Value : Baht 178,000,000
4. Memorandum of Increase of Mortgaged Value dated 13 May 1997 (under the
Building Mortgage Agreement dated 23 May 1995)
(a) Names of Parties : Tuntex (Thailand) Public Company Limited and
Bangkok Bank Public Company Limited
(b) Increased Value : Baht 650,000,000, totalling Baht 828,000,000
(Baht 178,000,000 + Baht 650,000,000).
5. Memorandum of Increase of Mortgaged Property dated 4 September 1998 (under
the Building Mortgage Agreement dated 23 May 1995)
(a) Names of Parties : Tuntex (Thailand) Public Company Limited and
Bangkok Bank Public Company Limited
6. Machinery Mortgage Agreement dated 18 March 1999 (B.E. 2542)
(a) Names of Parties : Tuntex (Thailand) Public Company Limited
("TTC") and Bangkok Bank Public Company Limited
(b) Machinery Nos. : 41-314-214-0079 to 0097, 0109 to 0111, 0113 to
0164, 0166 to 0185, 0187, 0190 to 0193, 0196 to
0199, 0202 to 0206, 0208 to 0247, 0249 and 0251
to 0334
(c) Total : 233 items
(d) Location : TTC's Factory at No. 6, Moo 2, Sukhumvit
Road, Tambol Map Ta Phut, Amphur Muang Rayong,
Rayong Province
(e) Mortgage Value : Baht 4,250,000,000
7. Assignment of Right to Lease under the Lease Agreement dated 24 April
1995 (B.E. 2538)
(a) Names of Parties : Tuntex (Thailand) Public Company Limited
("TTC) and Bangkok Bank Public Company Limited
(b) Assigned Right : Right to lease under Land Lease Agreements
between TTC and Industrial Estate Authority
of Thailand for a lease period of 30 years
(c) Guaranteed Amount : Baht 4,430,000,000 (covering all TTC's debts
owing to Bangkok Bank Public Company Limited).
8. Additional Agreement dated 2 July 1997 (B.E. 2540) (to Assignment of
Right to Lease under the Lease Agreement dated 24 April 1995 (B.E. 2538)
(a) Name of Parties : Tuntex (Thailand) Public Company Limited,
Bangkok Bank Public Company Limited and
Bangkok Bank Public Company Limited,
Bangkok International Banking Facilities
9. Memorandum of Understanding dated 4 September 1995
(a) Name of Parties : Mr. Yu-How Chen, Bangkok Bank Public Company
Limited, Bangkok Bank Public Company Limited,
Bangkok International Banking Facilities and
Tuntex (Thailand) Public Company Limited
10. Fifth Guarantee Agreement dated 14 September 1992
(a) Name of Parties : Mr. Yu-How Chen, Bangkok Bank Public Company
Limited, Bangkok Bank Public Company Limited,
Bangkok International Banking Facilities and
Tuntex (Thailand) Public Company Limited
(b) Guaranteed Amount : Principal amount not exceeding Baht
1,867,300,000.
11. Sixth Guarantee Agreement dated 13 December 1994
(a) Name of Parties : Mr. Yu-How Chen, Bangkok Bank Public Company
Limited, Bangkok Bank Public Company Limited,
Bangkok International Banking Facilities and
Tuntex (Thailand) Public Company Limited
(b) Guaranteed Amount : Not exceeding 49% of the total credit
under:
1) The Credit Facilities Agreement dated
28 March 1989 (the "CFA");
2) The First Amendment to the CFA
dated 2 May 1990;
3) The Second Amendment to the CFA
dated 31 January 1991;
4) The Third Amendment to the CFA
dated 31 January 1991;
5) The Fourth Amendment to the CFA
dated 6 December 1991;
6) The Fifth Amendment to the CFA
dated 10 August 1992; and
7) The Sixth Amendment to the CFA
dated 21 November 1994.
12. Construction and Installation Service Contract Assignment dated 8 May 1997
(a) Name of Parties : Bangkok Bank Public Company Limited,
Bangkok Bank Public Company Limited,
Bangkok International Banking Facilities,
Tuntex (Thailand) Public Company Limited
and Tuntex Distinct Corporation
13. Equipment Supply Contract Assignment dated 8 May 1997
(a) Name of Parties : Bangkok Bank Public Company Limited,
Bangkok Bank Public Company Limited,
Bangkok International Banking Facilities,
Tuntex (Thailand) Public Company Limited
and Tuntex (B.V.I.) Company Limited
14. Royalty Agreement Assignment dated 8 May 1997
(a) Names of Parties : Bangkok Bank Public Company Limited,
Bangkok Bank Public Company Limited,
Bangkok International Banking Facilities,
Tuntex (Thailand) Public Company Limited
and Tuntex Distinct Corporation
15. Sponsor Support Agreement dated 8 May 1997
(a) Names of Parties : Mr. Yu-How Chen, Bangkok Bank Public
Company Limited, Bangkok Bank Public
Company Limited, Bangkok International
Banking Facilities, Tuntex (Thailand) Public
Company Limited ("TTC")
(b) Supported Amount : All obligations and liabilities of TTC under
the First CFA and Second CFA when due for
payment and the Cost Overrun (as fined in the
Second CFA).
16. Guarantee dated 9 May 1997
(a) Name of Parties : Mr. Yu-How Chen, Bangkok Bank Public
Company Limited, Bangkok International
Banking Facilities and Tuntex (Thailand)
Public Company Limited
(b) Guaranteed Amount : No limit amount
17. Assignment of Umbrella Agreement dated 11 August 1997 as Amended
(a) Names of Parties : Tuntex (Thailand) Public Company Limited,
Tuntex (B.V.I.) Company Limited, Bangkok
Bank Public Company Limited - Head Office
and Bangkok Bank Public Company Limited -
International Banking Facility
18. Guarantee and Indemnity Agreement dated 19 September 1997
(a) Names of Parties : Mr. Yu-How Chen, Tuntex (Thailand) Public
Company Limited ("TTC"), Bangkok Bank
Public Company Limited - Head Office and
Bangkok Bank Public Company Limited -
International Banking Facility
(b) Guaranteed Amount : All indebtedness of TTC
19. Insurance Policy No. 2000002300119
(a) Insured Amount : Total amount of Baht 15,010,000,000
(b) Insured Period : 1 August 2000 - 1 August 2001
20. Share Pledge Agreement dated 15 November 1999 (B.E. 2540) as amended
by the Supplemental Agreement dated 9 October 2000 B.E. 2543)
(a) Name of Parties : Tuntex (Thailand) Public Company Limited
("TTC"), Bangkok Bank Public Company
Limited and Bangkok Bank Public Company
Limited, Bangkok International Banking
Facilities
(b) Pledged Shares : 1) 4,410,000 shares (represented by share
certificate No. 12) in Asia Industrial Park
Company Limited held by TTC; and
2) 490,000 shares (represented by share
certificate No. 13) in Asia Industrial Park
Company Limited held by TTC.
21. Share Pledge Agreement dated 30 November 1999 (B.E. 2540)
(a) Name of Parties : Mr. Yu-How Chen, Bangkok Bank Public
Company Limited and Bangkok Bank Public
Company Limited, Bangkok International
Banking Facilities
(b) Pledged Shares : 15,000,000 shares (represented by share
certificates Nos. 5406-5555) in Tuntex
(Thailand) Public Company Limited
22. Letter of Consent to Maintain Money in the Deposit Account for Indemnity to
Bangkok Bank Public Company Limited under Guarantee dated 8 September 1998
(B.E. 2541)
(a) Name of Parties : Tuntex (Thailand) Public Company Limited and
Bangkok Bank Public Company Limited
(b) Guaranteed Amount : Baht 6,072,000
APPENDIX 3
Commitment Amount under the Existing Working Capital Facilities
Commitment Amount (Baht)
Combined
Facilities
(consisting
of L/C
Local L/C and T/R O/D L/G P/N Total
Lenders and T/R Facilities, Facility Facility Facility
Facili- P/C Facility
ties and P/N
Against
Cheques
Facility)
BBL - 950,000,000 30,000,000 120,000,000 50,000,000 1,150,000,000
SCB 80,000,000 - 5,000,000 - 10,000,000 95,000,000
KTB 170,000,000 - - - - 170,000,000
BAY 45,000,000 - 5,000,000 - - 50,000,000
NOTICE
to the Holders of the Outstanding
U.S.$70,000,000 Floating Rate Notes due 1998 (extended to be due 2000)
Issued by
Tuntex (Thailand) Public Company Limited
NOTICE IS HEREBY GIVEN to the holders of the above Notes that, at the
Meeting of such holders held at Function Room 1, Basement 2, Miramar Hotel
Hong Kong, 130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 21
December 2000 at 2:00 p.m. (Hong Kong time), the Extraordinary Resolution
set out in the Notice of Meeting of Noteholders previously notified to
Noteholders in accordance with the terms of the Agency Agreement for such
Notes was duly passed.
Tuntex (Thailand) Public Company Limited
22 December 2000
NOTICE OF MEETING OF NOTEHOLDERS
U.S.$70,000,000 Floating Rate Notes due 1998 (extended to be due 2001)
issued by
Tuntex (Thailand) Public Company Limited
Tuntex (Thailand) Public Company Limited (the "Issuer") hereby gives notice to
the holders (the "Noteholders", which expression shall include persons holding
interests in Notes (as defined below) through the Clearing Systems (as defined
below) of the U.S.$70,000,000 Floating Rate Notes due 1998 (extended to be due
2001) (the "Notes") issued by it that, pursuant to Condition ll(a) of the
terms and conditions of the Notes and the provisions of Schedule 4 of the
Agency Agreement dated 26 September 1995 (the "Original Agency Agreement")
relating to the Notes and made between the Issuer, Bankers Trust Company, Hong
Kong Branch as fiscal agent and principal paying agent (the "Fiscal Agent",
which expression shall include its successor, Deutsche Bank AG, Hong Kong
Branch) and Bankers Trust Company, London Branch as paying agent (which
expression shall include its successor, Deutsche Bank AG London and, together
with the Fiscal Agent, the "Paying Agents") as amended by a supplemental
fiscal agency agreement dated 21 December 1998 (the "Supplemental Agency
Agreement" and together with the Original Agency Agreement, the "Agency
Agreement") relating to the Notes and made between the Issuer, the Paying
Agents and Yuhow Chen as guarantor, a meeting of the Noteholders (the
"Meeting") will be held at the offices of Clifford Chance, 29 Floor, Jardine
House, One Connaught Place, Hong Kong on 31 March 2001 at 8.30a.m. (Hong Kong
time) for the purposes of considering and, if thought fit, passing the
following resolution (the "Resolution") which will be proposed as an
Extraordinary Resolution (as defined in the Agency Agreement) in accordance with
the provisions of the Agency Agreement:
EXTRAORDINARY RESOLUTION
"That this meeting of the holders of the outstanding U.S.$70,000,000
Floating Rate Notes due 1998 (extended to be due 2001) (the "Notes") of
Tuntex (Thailand) Public Company Limited (the "Issuer") which are the subject of
an Agency Agreement dated 26 September 1995 (the "Original Agency Agreement")
between the Issuer, Bankers Trust Company, Hong Kong Branch as fiscal agent
and principal paying agent (the "Fiscal Agent", which expression
shall include its successor, Deutsche Bank AG, Hong Kong Branch) and Bankers
Trust Company, London Branch as paying agent (which expression shall
include its successor, Deutsche Bank AG London and, together with the
Fiscal Agent, the "Paying Agents") as amended by a supplemental fiscal
agency agreement dated 21 December 1998 (The "Supplemental Agency
Agreement" and together with the Original Agency Agreement, the "Agency
Agreement") and made between the Issuer, the Paying Agents and Yuhow Chen
as guarantor, HEREBY RESOLVES THAT:
1. Condition 5(a) be deleted and replaced forthwith by the
following:
"(a) Final redemption
Unless previously redeemed, or purchased and cancelled, the Notes
will be redeemed at their principal amount on 31 May 2001".
2. For the avoidance of doubt any and all defaults and rights of
acceleration accrued as a result of any failure to pay principal and
interest on the Interest Payment Date falling in March 2001 under
Condition 8 (Events of Default) as in effect prior to the coming into
effect of this Extraordinary Resolution and which would not give rise
to a default or right of acceleration under the new Condition 5(a)
set out above, be and are hereby waived."
The Issuer has accordingly convened the Meeting by this Notice to request
the agreement by the Noteholders by Extraordinary Resolution to the
matters contained in the Resolution.
Pursuant to the terms of the Agency Agreement, Notes may be deposited with
either of the Paying Agents (Deutsche Bank AG, Hong Kong Branch,
55th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong and
Deutsche Bank AG London, Winchester House, London EC2N 2DB, United
Kingdom) not less than 48 hours before the time appointed for holding the
Meeting, for the purpose of obtaining Voting Certificates or appointing
proxies. The Notes are currently represented by a Permanent Global Note
lodged with a common depositary for Euroclear Bank S.A/N.V., as
operator of the Euroclear system and Clearstream Banking, societe
anonyme, Luxembourg (together the "Clearing Systems") and accordingly all
requests for Voting Certificates or appointing a proxy should be sent
through the Clearing Systems in accordance with their usual procedures.
Copies of the Agency Agreement and the terms and conditions of the Notes
are available for inspection at the offices of the Paying Agents (at the
addresses specified above) and in addition, at the offices of Asia
Financial Products (HK) Limited, 907 Asia Pacific Finance Tower, Citibank
Plaza, 3 Garden Road, Central, Hong Kong. In addition, further information
may be obtained from Stuart Somer of Asia Financial Products (HK) Limited
(+852) 2536 4567.
Attention of the Noteholders is drawn to the matters set out below.
Capitalised terms used below and not otherwise defined herein have the
meanings given to them in the Agency Agreement.
Attendance and Voting
1. If a Noteholder wishes to vote in person the Noteholder should instruct
Euroclear Bank S.A./N.V., as operator of the Euroclear system and Clearstream
Banking, societe anonyme, Luxembourg (together the "Clearing Systems"), as
appropriate, to inform any Paying Agent no later than 48 hours before the
scheduled time for the Meeting of its desire to vote in person and to request
such Paying Agent to issue a Voting Certificate in favour of such Noteholder.
2. If a Noteholder wishes to appoint a proxy (as defined in the Agency
Agreement) it should instruct the relevant Clearing System to inform
any Paying Agent no later than 48 hours before the scheduled time for
the Meeting of its desire to appoint a proxy and to request such
Paying Agent to issue a Block Voting Instruction. Such instructions
should include instructions as to the number of votes to be cast for
and against the Extraordinary Resolution and (unless the Noteholder
wishes the Paying Agent to select a proxy on its behalf, as to which
see the following paragraph) details of the relevant proxy.
3. If a Noteholder wishes a Paying Agent to appoint a proxy to vote on
its behalf at the Meeting, the Noteholder should instruct the relevant
Clearing System to request the Paying Agent to issue the Block Voting
Instruction to a proxy of its choice, instructing such proxy to cast
such vote(s) in the manner specified by such Noteholder.
4. Since the Notes are represented by a Permanent Global Note, no representative
of a Noteholder (in its capacity as such) will be permitted to attend the
Meeting unless it holds a Voting Certificate or is a proxy appointed by a Block
Voting Instruction, in either case issued by a Paying Agent.
Quorum
1. The quorum shall be one or more persons present in person holding
Voting Certificates or being proxies and holding or representing in
the aggregate not less than 75 per cent. of the principal amount of
the Notes for the time being outstanding.
2. If within 15 minutes from the time fixed for the Meeting a quorum is not
present the Meeting shall stand adjourned for such period, not being
less than 14 days nor more than 42 days, and to such time and place,
as may be appointed by the Chairman of the Meeting and approved by the
Fiscal Agent. In view of the very short period of time available for
achieving a quorum, and the need to check Voting Certificates and
Block Voting Instructions and to complete certain other administrative
tasks before the Meeting can commence, Noteholders bearing Voting
Certificates, and proxies, are requested to ensure that they arrive at
least fifteen minutes prior to the scheduled time for the Meeting.
3. In the event that a quorum is not achieved within fifteen minutes of
the scheduled time and the Meeting is adjourned, at the adjourned
Meeting the quorum shall be one or more persons present in person
holding Voting Certificates or being proxies and holding or
representing in the aggregate not less than 25% of the principal
amount of the Notes for the time being outstanding. At least 10 days'
notice (exclusive of the day on which the notice is given and the day
on which the Meeting is to he held) must be given of any adjourned
Meeting in the same manner as notice of the original Meeting save that
the quorum requirements for the adjourned Meeting must be specified in
such notice.
4. Every question submitted to the Meeting will be decided on a show of
hands unless a poll is duly demanded by the Chairman of the Meeting,
the Issuer or by one or more persons holding Voting Certificates or
being proxies and holding or representing in the aggregate not less than two per
cent. of the principal amount of the Notes then outstanding. On a show of
hands every person who is present in person and produces a Voting Certificate
or is a proxy shall have one vote. On a poll every person who is so present
has one vote in respect of each U.S.$10,000 in aggregate face amount
of Notes represented by the Voting Certificate so produced or in respect
of which he is a proxy. On both a show of hands and on a poll, the
Chairman has a casting vote in addition to any votes to which he may
be entitled as a holder of a Voting Certificate or as a proxy or
representative.
5. To be passed, the Extraordinary Resolution requires a majority in
favour consisting of not less than three-quarters of the persons
voting (on a show of hands), or a majority in favour consisting of not
less than three-quarters of the votes cast (on a poll). If passed, the
Extraordinary Resolution will be binding on all the Noteholders,
whether or not present at such Meeting and whether or not voting, and
upon all the holders of the coupons relating to the Notes.
6. Notice of the result of the Meeting will be given in accordance with
the Terms and Conditions of the Notes within 14 days of the passing of
the Resolution.
Additional Information
Copies of the Original Agency Agreement and the Supplemental Agency
Agreement and the terms and conditions of the Notes as amended by an
Extraordinary Resolution of Noteholders passed at a meeting of Noteholders
on 4 December 1998 are available for inspection at the offices of the
Paying Agents as specified below and, in addition, at the offices of Asia
Financial Products (HK) Limited as specified below. In addition, further
information may be obtained from Stuart Somer or Grace Tan of Asia
Financial Products (HK) Limited on telephone (+852) 2536 4567 or facsimile
(+852) 2147 2813.
The Fiscal Agent
Deutsche Bank AG, Hong Kong Branch
55th Floor, Cheung Kong Center
2 Queen's Road Central
Hong Kong
The Paying Agent
Deutsche Bank AG London
Winchester House
London EC2N 2DB
United Kingdom
Financial Advisor
Asia Financial Products (HK) Limited
907 Asia Pacific Finance Tower
Citibank Plaza
3 Garden Road Central
Hong Kong
Dated: 9 March 2001
SUMMARY OF NOTICE OF MEETING OF NOTEHOLDERS
U.S.$70,000,000 Floating Rate Notes due 1998 (extended to be due 2001)
issued by
Tuntex (Thailand) Public Company Limited
NOTEHOLDERS SHOULD REFER TO THE FULL NOTICE IN RELATION TO THE
NOTEHOLDERS' MEETING WHICH SETS OUT THE FULL TERMS OF THE
EXTRAORDINARY RESOLUTION. THE FULL NOTICE CAN BE OBTAINED FROM THE
CLEARING SYSTEMS UPON REQUEST
OR
DEUTSCHE BANK AG, HONG KONG BRANCH ON TELEPHONE
(+ 852) 2203 7853 OR FACSIMILE (+ 852) 2203 7320
OR
STUART SOMER OR GRACE TAN OF ASIA FINANCIAL PRODUCTS (HK) LIMITED ON
TELEPHONE (+852) 2536 4567 OR FACSIMILE (+852) 2147 2813
Details of Meeting
The Issuer has given notice to the Noteholders that a meeting of the
Noteholders (the "Meeting") will be held at the offices of Clifford Chance,
29/F Jardine House, One Connaught Place, Central, Hong Kong on 31 March 2001
at 8.30 a.m. (Hong Kong time) for considering and, if thought fit, passing
a resolution (the "Resolution") which will be proposed as an
Extraordinary Resolution (as defined in the Agency Agreement) in
accordance with the provisions of the Agency Agreement.
Effect of Extraordinary Resolution to be proposed at Meeting
The effect of the Resolution will be to postpone the maturity date of the
Notes to 31 May 2001 from the current maturity date of the Interest Payment
Date falling in March 2001 (that is to say on 30 March 2001), and waiving the
default arising from the fact that due to the timing requirements for the
meeting the Issuer will have been in default for one day (from 30 March to 31
March).
Reason for proposing the Extraordinary Resolution
Noteholders will be aware that a Committee of Noteholders, appointed pursuant
to an Extraordinary Resolution of Noteholders passed on 21 December 2000, has
been working with counsel to Tuntex and counsel to Tuntex's domestic bank
creditors to produce documentation to implement the restructuring approved by
Noteholders in the same Extraordinary Resolution. It had been hoped that this
would be completed prior to the existing maturity date. Although substantial
progress has been made, it appears unlikely that the documentation will be
finalised in time for the Committee to give the full and proper consideration
to the final documentation that it deserves in time for it to be implemented
prior to the current maturity date. Both Voting Members on the Committee have
endorsed the proposal to postpone the maturity date. It is not currently
anticipated that any further postponement will be required.
Attendance and Voting
1. If a Noteholder wishes to vote in person the Noteholder should instruct
Euroclear Banking S.A./N.V. as operator of the Euroclear system and/or
Clearstream Banking, societe anonyme, Luxembourg (together the "Clearing
Systems"), as appropriate, to inform any Paying Agent no later than 48 hours
before the scheduled time for the Meeting of its desire to vote in person and to
request such Paying Agent to issue a Voting Certificate in favour of such
Noteholder.
2. If a Noteholder wishes to appoint a proxy (as defined in the Agency
Agreement) it should instruct the relevant Clearing System to inform any
Paying Agent no later than 48 hours before the scheduled time for the
Meeting of its desire to appoint a proxy and to request such Paying Agent
to issue a Block Voting Instruction. Such instructions should include
instructions as to the number of votes to be cast for and against the
Extraordinary Resolution and (unless the Noteholder wishes the Paying Agent
to select a proxy on its behalf, as to which see the following paragraph)
details of the relevant proxy.
3. If a Noteholder wishes a Paying Agent to appoint a proxy to vote on its
behalf at the Meeting, the Noteholder should instruct the relevant
Clearing System to request the Paying Agent to issue the Block Voting
Instruction to a proxy of its choice, instructing such proxy to cast such
vote(s) in the manner specified by such Noteholder.
4. Since the Notes are represented by a Permanent Global Note, no
representative of a Noteholder (in its capacity as such) will be permitted
to attend the Meeting unless it holds a Voting Certificate or is a proxy
appointed by a Block Voting Instruction, in either case issued by a Paying
Agent.
Quorum
1. The quorum shall be one or more persons present in person holding Voting
Certificates or being proxies and holding or representing in the aggregate
not less than 75 per cent. of the principal amount of the Notes for the
time being outstanding.
2. If within 15 minutes from the time fixed for the Meeting a quorum is not
present the meeting shall stand adjourned for such period, not being less
than 14 days nor more than 42 days, and to such time and place, as may be
appointed by the Chairman of the Meeting and approved by the Fiscal Agent.
In view of the very short period of time available for achieving a quorum,
and the need to check Voting Certificates and Block Voting Instructions
and to complete certain other administrative tasks before the Meeting can
commence, Noteholders bearing Voting Certificates, and proxies, are
requested to ensure that they arrive at least fifteen minutes to the scheduled
time for the Meeting.
3. In the event that a quorum is not achieved within fifteen minutes of the
scheduled time and the Meeting is adjourned, at the adjourned Meeting the
quorum shall be one or more persons present in person holding Voting
Certificates or being proxies and holding or representing in the aggregate
not less than 25% of the principal amount of the Notes for the time being
outstanding. At least 10 days' notice (exclusive of the day on which the
notice is given and the day on which the Meeting is to be held) must be
given of any adjourned Meeting in the same manner as notice of the
original Meeting save that the quorum requirements for the adjourned
Meeting must be specified in such notice.
4. Every question submitted to the Meeting will be decided on a show of hands
unless a poll is duly demanded by the Chairman of the Meeting, the Issuer
or by one or more persons holding Voting Certificates or being proxies and
holding or representing in the aggregate not less than two per cent. of
the principal amount of the Notes then outstanding. On a show of hands
every person who is present in person and produces a Voting Certificate or
is a proxy shall have one vote. On a poll every person who is so present
has one vote in respect of each U.S.$10,000 in aggregate face amount of
Notes represented by the Voting Certificate so produced or in respect of
which he is a proxy. On both a show of hands and on a poll, the Chairman
has a casting vote in addition to any votes to which he may be entitled as
a holder of a Voting Certificate or as a proxy or representative.
5. To be passed, the Extraordinary Resolution requires a majority in favour
consisting of not less than three-quarters of the persons voting (on a
show of hands), or a majority in favour consisting of not less than
three-quarters of the votes cast (on a poll). If passed, the Extraordinary
Resolution will be binding on all the Noteholders, whether or not present
at such Meeting and whether or not voting, and upon all the holders of the
coupons relating to the Notes.
6. Notice of the result of the Meeting will be given in accordance with the
Terms and Conditions of the Notes within 14 days of the passing of the
Resolution.
Additional Information
Further information may be obtained from Stuart Somer or Grace Tan of Asia
Financial Products (HK) Limited on telephone (+852) 2536 4567 or facsimile
(+852) 2147 2813.
The Fiscal Agent
Deutsche Bank AG, Hong Kong Branch
55th Floor, Cheung Kong Center
2 Queen's Road Central
Hong Kong
The Paying Agent
Deutsche Bank AG London
Winchester House London
EC2N 2DB
United Kingdom
Financial Advisor
Asia Financial Products (HK) Limited
907 Asia Pacific Finance Tower
Citibank Plaza
3 Garden Road
Central
Hong Kong
Dated: 9 March 2001
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