CHINA GRENTECH CORP LTD (ADR) 
By Company Contact:
Xin Lian, Senior Manager China GrenTech Corp. Ltd. Tel: +86 755 2650 3007
E-mail:
investor@powercn.com
Investor Relations Contact:
CCG Investor Relations
Tel: + (1) 646-626-4172 (New York) E-mail:
david.rudnick@ccgir.com
SHENZHEN, CHINA - January 20, 2012 - China GrenTech
Corporation Limited (NASDAQ: GRRF, "GrenTech," or the
"Company"), a leading China -based provider of radio
frequency and wireless coverage products and services, today
announced that it has entered into an amended and restated
agreement and plan of merger with Talenthome Ma nagement
Limited ("Parent")
and Xing Sheng Corporation Limited ("Merger Sub") in order to
amend certain provisions of the
agreement and plan of merger among the parties entered into
on January 12, 2012 (the "Original Merger Agreement," and as
amended and restated, the "Merger Agreement"). Merger Sub is
a wholly-owned subsidiary of Parent which is jointly owned
indirectly by Mr. Yingjie Gao, the Company's Chairman and
Chief Executive Officer ("Mr. Gao"), Ms. Rong Yu, the
Company's Director and Chief Financial Officer, and Ms. Yin
Huang (together, the "Buyer Group").
The amendments are being made to correct the inadvertent
omission by the Company of
28,000,000 outstanding ordinary shares of the Company (the
"Additional Shares") from the total number of issued and
outstanding shares initially stated in the Original Merger
Agreement. The amended number of total issued and outstanding
shares stated in the Merger Agreement is
587,397,825 ordinary shares. In addition to the expected
proceeds from the previously announced loan commitment in the
amount of HK$320,000,000 from Guotai Junan Finance (Hong
Kong) Limited which the Buyer Group intends to use to finance
the merger and other transactions contemplated by the Merger
Agreement, Mr. Gao has committed to uncond itionally disburse
US$3.45 million to Parent by way of a shareholder loan at the
effective time of the merger pursuant to a promissory note
executed and delivered on January 20, 2012 in favor of Parent
to provide funds for the acquisition of the Additional Shares
in the event the merger is approved by the Company's
shareholders and the other closing conditions are satisfied.
Mr. Gao's disbursement obligation under the promissory note
is guaranteed by Guoren Industrial Developments Limited, a
shareholder of the Company which is wholly owned by Mr. Gao.
Except as provided above, the material terms and conditions
of the Original Merger Agreement, including the merger
consideration of US$0.126 per ordinary share and US$3.15 per
American depositary shares, remain unchanged. The Company's
Board of Directors, acting upon the unanimous recommendation
of the Independent Committee formed by the Board of
Directors, has approved the foregoing amendment and
restatement of the Original Merger Agreement. Taking into
account the Additional Shares, the Buyer Group collectively
beneficially owns approximately 40.1% of the Company's issued
and outstanding ordinary shares.
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GrenTech is a leading developer of radio frequency ("RF")
technology in China and a leading provider of wireless
coverage products and services in China. The Company uses RF
technology to design and manufacture wireless coverage
products, which enables telecommunications operators to
expand the reach of their wireless communication networks to
indoor and outdoor areas such as buildings, highways,
subways, tunnels and remote regions. China GrenTech's
wireless coverage services include design, installation and
project warranty services. The Company also tailors the
design and configuration of its wireless coverage products to
the
specific requirements of its customers.
Based on its in-house RF technology platform, the Company
also develops and produces base station RF parts and
components sold to base station manufacturers. GrenTech is a
qualified supplier of RF parts and components to major global
and domestic base station manufacturers. For more
information, please visit www.GrenTech.com.cn.
Certain statements contained in this announcement may be
viewed as "forward -looking statements" within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended,
and Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Such forward -looking
statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual performance,
financial condition or results of operations of GrenTech to
be materially different from any future performance,
financial condition or results of operations implied by
such
forward-looking statements. The accuracy of these statements
may be impacted by a number of
business risks and uncertainties that could cause actual
results to differ materially from those projected or
anticipated, and other risks outlined in GrenTech's filings
with the U.S. Securities and Exchange Commission, including
its registration statement on Form F-1 and annual reports on
Form 20-F. GrenTech undertakes no ongoing obligation, other
than that imposed by law, to update these statements.
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| distribué par | Ce noodl a été diffusé par China Grentech Corporation Limited et initialement mise en ligne sur le site http://www.grentech.com.cn. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-20 13:01:20 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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