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ZTC Telecoms plc (ZTC)

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Monday 22 December, 2008

ZTC Telecoms plc

Company Update and Directorat

RNS Number : 5813K
ZTC Telecommunications plc
22 December 2008

22 December 2008

                          ZTC Telecommunications Plc ('ZTC' or 'Company')

                                           Removal of a director and update

The Board of ZTC Telecommunications Plc (AIM: ZTC) announces further information following the previously announced disappearance of Mr Chaohui (aka Charles) Huang, CEO and majority shareholder of the Company.

Removal of a director

Following the disappearance of Charles Huang, the Board of ZTC has resolved (in accordance with the Company's articles of association) to effect his removal from the Board with immediate effect. The Board has also taken steps to terminate Mr Huang's service agreement with the Company with immediate effect.


Although the Board has not yet concluded its investigations, it seems increasingly unlikely that the Company's business in China will be able to resume trading and, as such, the ability to realise net assets for the benefit of shareholders may be difficult.  It is possible therefore, given potentially long recovery procedures, a deteriorating economy and limited resources, that the Chinese and Hong Kong subsidiaries of ZTC may have negligible recoverable value.

To the best of the knowledge and belief of the BoardZTC Telecommunications Plc, the group's AIM-listed holding company, has no guarantees or cross guarantees with its subsidiary companiesThe Board, however, cannot exclude the possibility that the Company's former CEO has entered into obligations ostensibly on behalf of ZTC and, accordingly, there may be 3rd party claims of which the Board is currently unaware. The Board can confirm that to date it has not been notified of any such 3rd party claims.  Nevertheless, ZTC has a small cash balance and is able to meet its obligations in the short term.  

The Board is considering a number of options for the Company which include seeking to refinance it with equity and/or loans to allow it time to seek a new business to acquire (a reverse takeover under the AIM Rules), or to complete either a members' voluntary or creditors' winding up. No decisions in this regard have yet been reached.  

The Board is also reviewing whether an EGM of the Company should be convened pursuant to section 656 of the Companies Act 2006 ('duty of directors to call meeting on serious loss of capital') to consider whether any, and if so what, steps should be taken to deal with the current situation but has not yet reached any firm conclusions. 

Should the Board determine that a members' voluntary or creditors' winding up should be completed, it is unlikely that the Company will go to the expense of publishing its annual accounts for the year ended 30 June 2008 or hold its 2008 AGM before 31 January 2009, as it is required to do under the Companies Act 2006. 

Should a refinancing be decided on as the best way to preserve some shareholder value, the Company will publish its annual accounts for the year ended 30 June 2008 and hold its 2008 AGM as soon as possible. Further, it is very likely that existing shareholders will suffer dilution should a significant number of shares be issued to the provider(s) of such finance.  Further, it is unlikely that shares will be offered widely to shareholders for reasons of the significant regulatory costs involved in making such an offer. Nevertheless, the Board has determined that should a share issue be proposed, such an issue would be subject to shareholder approval.  

The Board is advised that the Company is not currently subject to the UK City Code on Takeovers and Mergers ('Takeover Code') by virtue of the fact that it is managed from abroad, despite its establishment as a company registered in England and Wales. As a result, none of the provisions of the Takeover Code (for example such as the requirement for a shareholder acquiring voting rights in excess of 30% to make a general offer for the Company) will apply. Nevertheless, the approval that would be sought in such an instance (as described earlier) will give shareholders a chance to vote on such an event.

The Board hopes that should a refinancing be successful, trading in the Company's shares on AIM will recommence.  

A further announcement will be made in due course.


ZTC Telecommunications plc

Mark Syropoulo, Finance Director

+86 21 6867 0012

Frank Lewis, Chairman

+44 7785 273 111

Fairfax I.S. PLC

Nominated Adviser & Broker

Adam Hart/Laura Littley

+44 20 7598 5368

This information is provided by RNS
The company news service from the London Stock Exchange

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