Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

DBA Telecommunication (Asia) Holdings Limited

DBA 電訊(亞洲)控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3335)

UPDATE ON PROGRESS OF RESUMPTION

References are made to the announcements of DBA Telecommunication (Asia) Holdings Limited (the "Company", together with its subsidiaries, the "Group") dated (i) 6 June 2013 in relation to the suspension of trading of the Company's shares (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"); (ii) 19 June 2013 in relation to, among other things, that the published 2012 annual results on 28 March 2013 had yet to be audited or agreed by the auditors; (iii) 26 September 2013, 20 January 2015, 30 July 2015 in relation to, among other things, the conditions for resumption of trading of the Shares on the Stock Exchange (the "Resumption") and the delisting stages of the Company; (iv) 2 June 2015, 4 June 2015, 19 June 2015, 26 June 2015, 17 July 2015, 16 October 2015, 19 August 2016, 2 March 2017, 22 May 2017, 24 November 2017 and 21 December 2017 in relation to, among other things, a proposed acquisition (the "Proposed Acquisition") and the new listing application of the Company; and (v) 3 August 2017, 19 September 2017, 27 October 2017, 27 November 2017, 2 January 2018, 13 March 2018, 28 June 2018, 31 July 2018, 25 September 2018, 2 October 2018, 10 October 2018, 6 November 2018, 6 December 2018, 3 January 2019, 1 February 2019, 8 May 2019, 24 May 2019, 12 July 2019, 16 August 2019 and 31 October 2019 in relation to the update on progress of Resumption (the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Announcements.

1

Pursuant to Rule 13.24A of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), the board of directors (the "Directors") of the Company (the "Board") wishes to update the shareholders and potential investors of the Company regarding the latest development on the status and progress of actions to achieve Resumption.

UPDATES ON DEVELOPMENT TO RESUMPTION CONDITIONS

Pursuant to Rule 13.24A of the Listing Rules, the Board wishes to update the shareholders and potential investors of the Company that, as at the date of this announcement, the latest development on the status and progress of the Company's resumption conditions are as follows:

  1. Publish all outstanding financial results and address any audit qualifications
    As at the date of this announcement, the Company has published the outstanding financial results, including (i) the annual results announcements for the years ended 31 December 2012, 2013, 2014, 2015, 2016, 2017 and 2018; and (ii) the unaudited interim results announcements for the six months ended 30 June 2013, 2014, 2015, 2016, 2017 and 2018, addressed together with the audit qualifications thereof.
  2. Demonstrate the Company's compliance with Rule 13.24 of the Listing Rules
    The Company has submitted the updated resumption proposal on 19 August 2016 (the "Updated Resumption Proposal") to the Stock Exchange and has further submitted and resubmitted a listing application in relation to very substantial acquisition and reverse takeover involving a new listing application (the "New Listing Application") on 24 August 2016, 22 May 2017 and 21 December 2017, respectively. As set out in the Company's announcements dated 19 June 2015 and 16 October 2015, the Company entered into an acquisition agreement on 19 June 2016 (the "Acquisition Agreement") with the vendors in respect of the Proposed Acquisition. Upon completion of the Group's proposed restructuring, the Company and its subsidiaries will be principally engaged in the business and development of dairy products in its own brand. The Directors believe that the Group's proposed restructuring, involving among other things, the Proposed Acquisition, would enable the Group to continue and enhance its business operations to amply satisfy objectively the requirements for a sufficient level of operations or tangible assets of sufficient value as stipulated under Rule 13.24 of the Listing Rules. As at the date of this announcement, there has been/is no material change to the Updated Resumption Proposal and the resumption plan.

2

On 22 June 2018, pursuant to Rule 9.03(1) of the Listing Rules, the Company was notified by the Listing Department of the Stock Exchange that the Third New Listing Application dated 21 December 2017 has lapsed on 22 June 2018. While the engagement letter entered into between the Company and its sponsor (the "Sponsor") had lapsed on 31 August 2018, the relevant supplemental engagement letter was entered into between the aforesaid parties on 9 October 2018. Subsequently, the Company was informed by the responsible principal of the Sponsor responsible for handling the New Listing Application that his resignation from the Sponsor has been effective from 5 December 2018. According to the termination letter from the Company to the Sponsor dated 5 December 2018, the Company informed the Sponsor about the termination of the appointment of the Sponsor as the sole sponsor in connection with the New Listing Application effective as at the date of the letter. As a result, the original intended resubmission time of the New Listing Application will have to be postponed. Nevertheless, the Company remains committed to proceed with the renewal of the New Listing Application in the future and is still endeavouring to meet the requirements of the Stock Exchange. As at the date of this announcement, the Company is actively discussing the engagement with a potential sponsor (the "Potential Sponsor"). Moreover, it takes some time to conclude the engagement with the Potential Sponsor as the Company is reviewing different options in resolving its corporate needs and is proceeding to discuss detail terms of the engagement with the Potential Sponsor. The Company expects that the engagement with the Potential Sponsor can be concluded in about a month. In such case, should the Potential Sponsor be engaged in or around middle of March 2020, it will take at least 8 weeks before the Potential Sponsor can submit the listing application according to the Listing Rules, therefore the earliest time to submit the New Listing Application will be around end of May 2020.

As at the date of this announcement, several rounds of queries from the Stock Exchange in relation to the draft circular regarding the New Listing Application (the "Circular") and the transactions mentioned therein have been answered by the Company, while such approval is yet to be granted by the Listing Committee of the Stock Exchange (the "Listing Committee"). According to the latest extension letter entered into between the Company and the vendors of the proposed target of the Proposed Acquisition (the "Vendor") dated 25 October 2019, it was agreed that the long stop date of the relevant acquisition agreement (the "Long Stop Date") was extended up to 31 March 2020 and the Company is negotiating with the Vendor to further extend the Long Stop Date. In this respect, the Company is fully committed to update the information included in the Circular and/or the New Listing Application to be submitted to the Stock Exchange by the end of May 2020.

3

In Addition, the Company is currently considering to invite strategic investors for fund raising for the development of a business which is similar to the Company's original principal business so as to create additional revenue stream.

  1. Complete the Independent Board Committee's review on the Audit Issues
    According to the Updated Resumption Proposal, the Independent Board Committee has engaged Pan-China Enterprise Risk Management Consulting Limited ("Pan-China"), an independent internal control consultant, to conduct a review on the Audit Issues and the
    Company's internal control, with draft review reports issued to the Company. Based on the results of the Audit Issues and internal control review, the Independent Board Committee considered that there is no reasonable concern about management integrity which will pose a risk to the investors and damage market confidence. In response to the publication of the Preliminary Results Announcement, the Company has also designed a policy to monitor the preparation and publication of annual result announcement and the same shall be implemented upon Resumption.
  2. Demonstrate the Company has put in place adequate financial reporting procedures and internal control systems to meet obligations under the Listing Rules
    The Independent Board Committee has engaged Pan-China to conduct a review on the financial reporting procedures and internal control systems of the Company; and Pan-China has provided certain recommendation for the Company's consideration and implementation. The Directors confirmed that the Group has adopted the recommendations from Pan-China and put in place adequate financial reporting procedures and internal control systems. The Company will also make sure that an effective internal control and compliance system is in place and ensure it will be able to meet its obligations under the Listing Rules upon Resumption.
    For further details of the major findings of the review by Pan-China on the Audit Issues and the Group's internal control, please refer to the section headed "Key findings of the review on Audit Issues and internal control" in the Company's announcement dated 31 July 2018.

The Company is endeavouring to meet the Stock Exchange's requirements and shall publish further announcement(s) to update shareholders and potential investors of the Company on the development of the Company as and when appropriate in compliance with the Listing Rules.

4

The Proposed Acquisition is subject to a number of conditions including but not limited to the independent Shareholders' approval, which may or may not be fulfilled. In addition, the Listing Committee's approval on the New Listing Application may or may not be granted. In the event that the approval of the New Listing Application is not granted by the Listing Committee, the Acquisition Agreement will not become unconditional and the Proposed Acquisition will not proceed.

SUSPENSION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on 6 June 2013 and will remain suspended until further notice.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

DBA Telecommunication (Asia) Holdings

Limited

Yu Yixiang

Chairman and Chief Executive Director

Hong Kong, 7 February 2020

As at the date of this announcement, Mr. Yu Yixiang (Chairman and Chief Executive Director) and Mr. Mo Mingqiang are the executive Directors; Mr. Chen Xiao, Mr. Yue Fang* and Mr. Zou Jinshi* are the independent non-executive Directors.

* for identification purpose only

5

Attachments

  • Original document
  • Permalink

Disclaimer

DBA Telecommunication (Asia) Holdings Ltd. published this content on 07 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 February 2020 11:57:04 UTC