13 November 2009

Tai Zi Capital Ltd (the "Company")

Proposed changes in interest of Significant Shareholders

The Board of Directors of the Company would like to make the following notification in respect of the proposed changes in the shareholding of certain Significant Shareholders (as defined under Rule 17 of the AIM Rules for Companies).

The Company has been notified that Prince Asset Management Co., Ltd (holding 83% of the shares in the Company) ("PAM") and East Prosperity Corporation (holding 9% of the shares in the Company) ("EPC") have entered into a share sale and purchase agreement dated 28 October 2009 (the "Agreement") pursuant to which they agreed to dispose of their entire shareholding interest in the Company through the sale of an aggregate of 5,520,000 shares at a maximum price of US$0.88 per share (the "Proposed Transfer") to the following persons (the "Buyers"):

The Company is not a party to the Agreement. Completion of the Agreement was subject to the fulfilment of certain conditions precedent on or before 4 November 2009, including the Buyers being satisfied with their due diligence investigation in respect of the Company. As the Company is not subject to the City Code on Takeovers and Mergers (the "Code"), the Proposed Transfer will have no implications under Rule 9 of the Code.

Significant Shareholders

The Company currently has one class of shares in issue. The total number of shares in issue, as at the date hereof, is 6,000,000 shares of par value US$1.00 each.

The Company has also been notified that:

The changes in the shareholding interests of the Significant Shareholders of the Company resulting from the completion of the Proposed Transfer, as notified to the Company, are set out below:

 

 

 

Prior to the Proposed Transfer

After the Proposed Transfer

Significant Shareholder

Number of shares

Percentage interest

Number of shares

Percentage interest

 

 

 

 

 

PAM

4,980,000

83.0

0

0

 

 

 

 

 

EPC

540,000

9.0

0

0

 

 

 

 

 

Brilliant Expert Investments Limited ("BEL")

0

0

3,990,000

66.5

 

 

 

 

 

Elite Holdings Limited ("EHL")

0

0

750,000

12.5

 

 

 

 

 

Action Global Enterprises Limited ("AGL")

0

0

240,000

4.0

 

 

 

 

 

B.L.F Holding Limited ("BLF")

0

0

540,000

9.0

 

 

 

 

 

Mr. Chengcai CHEN

 

 

 

 

- Direct

0

0

0

0

- Indirect

0

0

4,980,000 (1)

83.0

 

 

 

 

 

Ms. Sau Mei WONG

 

 

 

 

- Direct

0

0

0

0

- Indirect

0

0

4,980,000 (2)

83.0

 

 

 

 

 

Mr. Weijun SU

 

 

 

 

- Direct

0

0

0

0

- Indirect

0

0

540,000 (3)

9.0

 

 

 

 

 

Mr. Weilin XU

 

 

 

 

- Direct

0

0

0

0

- Indirect

0

0

540,000 (3)

9.0

Notes:

(1)Mr. Chengcai CHEN is interested in more than 20% of the voting rights in each of BEL, EHL and AGL and is accordingly deemed to be indirectly interested in the 83% interest in the Company to be held by these companies upon completion of the Proposed Transfer.

(2)Ms. Sau Mei WONG, a shareholder of each of BEL, EHL and AGL, is the spouse of Mr Chengcai CHEN and is accordingly deemed to be indirectly interested in the 83% interest in the Company to be held by these companies upon completion of the Proposed Transfer.

(3)Each of Mr. Weijun SU and Mr. Weilin XU are interested in more than 20% of the voting rights in BLF and are accordingly deemed to be indirectly interested in the 9% interest in the Company to be held by BLF upon completion of the Proposed Transfer.

Change of Directors

The new shareholders are not proposing a change to the Board of Directors of the Company nor the nomination of any new Directors in connection with the completion of the Proposed Transfer.


Investing Strategy

The Board is not aware of any intention to change the investing strategy of the Company, therefore, it will continue to be that of acquiring properties and growing a portfolio of rental investment properties located in major cities in Taiwan, Hong Kong, Macau and the PRC.

Update re: Suspension

ZAI, the Company¡¯s nominated adviser, has not undertaken any due diligence on the Buyers, and therefore is not in a position to request the lifting of the suspension of the shares from trading on AIM. The Company will keep the market updated on the lifting of the suspension pending finalisation of due diligence on the Buyers.

 

For further information, please contact:

Tai Zi Capital Ltd                                          

Lawrence Man Kwan NG

 

 

Tel: +852 3719 7399

 

ZAI Corporate Finance Ltd

Dominique Doussot/Jonathan Evans

 

Tel: +44 (0) 20 7398 2900

 

 

Notes to Editors:

Tai Zi Capital Ltd ("Tai Zi" or the "Company") is an investing company focused on the acquisition of interests in property in Taiwan and more generally Far East Asia. Tai Zi was incorporated in the Cayman Islands on 23 November 2007 as an exempt company with limited liability. The Company is deemed to be "an investing company" for the purposes of the AIM Rules for Companies.

The Company was admitted to trading on AIM on 1 July 2008 but has been suspended from trading since 4 June 2009.