Hong Kong Exchanges and Clearing Limited and The Stock Exchange... take no responsibility for the contents of this announcement, make...

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.
PALADIN LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code: 495 and 642 (Preference Shares))
INSIDE INFORMATION
– LEGAL PROCEEDINGS
A petition under section 724 of the Companies Ordinance has been served on the Company.
The Petition asserts among other things that the affairs of the Company have been
conducted in a manner unfairly prejudicial to the interests of members of the Company,
including the Petitioner. The Company is currently seeking legal advice in relation to the
Petition.
NO IMPACT ON OPEN OFFER
The Petition does not seek to halt or vary the Open Offer or its terms, or prevent a listing
of Ordinary Shares issued in the Open Offer or issuable on exercise of conversion rights
attached to the convertible notes issued in the Open Offer.
This announcement is made by the Company pursuant to the Inside Information Provisions
under Part XIVA of the Securities and Futures Ordinance and Rule 13.09 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
INSIDE INFORMATION
On Friday 14th November, 2014 a petition under section 724 of the Companies Ordinance
dated 14th November, 2014 was served on the Company, as 1st respondent and Cityguard,
Five Star, Gold Seal, Oung Da Ming also known as Andrew Oung, Oung Shih Hua, James,
Yuen Chi Wah and Chan Chi Ho as 2nd to 8th respondents.
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The Petitioner is Chen Te Kuang, Mike, a former Director who was removed from office by a
resolution passed by the Ordinary Shareholders in general meeting on 1st August 2014.
Information about respondents
Oung Shih Hua, James Yuen Chi Wah and Chan Chi Ho are all Directors.
Cityguard is a wholly-owned subsidiary of Five Star and is a substantial shareholder of the
Company.
Five Star is owned as to 67% by the estate of the late Oung Chin Liang Fung, mother of
Oung Da Ming and grandmother of Oung Shih Hua, James and the Petitioner and as to 33%
by Lilian Oung, aunt of Oung Shih Hua, James, sister of Oung Da Ming and mother of the
Petitioner.
Gold Seal is owned as to 66.7% by Oung Da Ming and as to 33.3% by Margaret Uon, sister of
Lilian Oung and Oung Da Ming.
Petition
The Petition is “On ground that members unfairly prejudiced” and in it the Petitioner asserts
among other things that Five Star and Gold Seal, as well as Oung Shih Hua, James, have
conducted the affairs of the Company in a manner unfairly prejudicial to the interests of other
members of the Company, including the Petitioner.
The Petitioner seeks orders to the following effect:–
1.
proceedings are brought in the names of the Company and two of its subsidiaries against
Oung Da Ming, Margaret Uon, Five Star, Cityguard and/or Gold Seal;
2.
the Company to set up a special committee to review the internal controls and risk
management systems of the Company, such special committee to engage independent
experts to assist it in reviewing the systems and identifying material weaknesses with
recommended remedial actions;
3.
a receiver of the Company’s business is appointed until the special committee has
completed its review and the recommended remedial actions, if any, are implemented;
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4.
alternatively, the 4th to 8th Respondents and their agents/associates be restrained from
acting as directors and/or bank signatories of the Company and its subsidiaries until the
special committee has completed its review and the recommended remedial actions, if
any, are implemented;
5.
damages (to be assessed), and any interest on those damages, be paid to the Petitioner by
any of the 2nd to 8th Respondents as the Court thinks fit.
The Company is currently seeking legal advice in relation to the Petition and continues to
function normally through its board of Directors.
NO IMPACT ON OPEN OFFER
The Open Offer has closed and a separate announcement will be made about the results of the
Open Offer. The Petition does not seek to halt or vary the open offer or its terms, or prevent
a listing of Ordinary Shares issued in the Open Offer or issuable on exercise of conversion
rights attached to the convertible notes issued in the Open Offer.
Further announcements will be made as and when appropriate.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have
the following meanings:
“Cityguard”
Cityguard Holdings Limited a company incorporated in the
British Virgin Islands with limited liability;
“Director(s)”
the director(s) of the Company;
“Five Star”
Five Star Investments Limited, a company incorporated in
the British Virgin Islands with limited liability;
“Gold Seal”
Gold Seal Holdings Limited, a company incorporated in the
British Virgin Islands with limited liability;
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“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China;
“Open Offer”
the Open Offer by Paladin of convertible notes on the
basis of assured allotments of one convertible note (with a
share alternative of one new Ordinary Share) for every two
Ordinary Shares, announced on 26th September, 2014 and
which became unconditional on 14th November, 2014;
“Paladin” or the
“Company”
Paladin Limited, a company incorporated in Bermuda
with limited liability, the Ordinary Shares and Preference
Shares of which are listed on the Main Board of the Stock
Exchange (Stock Codes: 495 for Ordinary Shares, and 642
for Preference Shares);
“Petition”
the petition in Miscellaneous Proceedings No 2983 of 2014
in the High Court of Hong Kong;
“Petitioner”
Chen Te Kuang, Mike, a former Director;
“Preference Share(s)”
the convertible redeemable preference shares of HK$0.01
each in the capital of the Company;
“Shareholder(s)”
holders of Ordinary Shares or Preference Shares, as the case
may be;
“Share(s)”
the Ordinary Shares and Preference Shares.
By order of the board of directors of
Paladin Limited
Oung Shih Hua, James
Chairman
Hong Kong, 17th November, 2014
At the date of this announcement, the Chairman and executive Director is Dr. Oung Shih Hua,
James; the two non-executive Directors are Mr. Yuen Chi Wah and Mr. Chan Chi Ho and the
independent non-executive Directors are Mr. Zhu Pei Qing, Mr. Kwok Wai Chi and Professor
Huang Weizong Martin.
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