China Orient Asset Management Corporation Dalian Office
AUCTION ANNOUNCEMENT
Transaction No.: COAMCDL2008ZQH
April 7, 2008
China Orient Asset Management Corporation Dalian Office (“Orient”) is pleased to announce its intention to sell the non-performed loans portfolios specified below (the “Portfolios”) by means of sealed bid auction to international and domestic investors.
Orient hereby represents that the Assets contained in the Portfolios of this Transaction are trust assets, for which China Credit Trust Co. Ltd. (“CCT”) is the trustee. Orient is engaged by CCT to resolve such Assets on behalf of CCT and is entitled to sign in the name of Orient any documents relating to the resolution of such Assets.
I. Description of the Portfolio
Portfolio No. / Location / Number of Portfolio / Outstanding Principal BalanceCOAMCDL2008ZQH01 / Dalian/Panjin / 132 / 428,514,577.01
COAMCDL2008ZQH02 / Shenyang/ Dalian/Yingkou / 107 / 653,827,093.08
COAMCDL2008 ZQH03 / Shenyang/ Dalian/Benxi / 120 / 444,385,541.82
COAMCDL2008ZQH04 / Shenyang / 189 / 545,188,906.47
Note: The above OPB information is calculated as of December 31, 2007 (unit: RMB Yuan).
Special Note: The above information is only for your reference, for which Orient shall not be held liable.
The investors shall specify, in the Statement of Intent to Participate, the number of the Portfolio, which they intend to purchase. Please note that there are maybe some changes to the conclusive composition and scale of the Portfolio.
Details of the Portfolio and the Transaction Procedures will be provided in the Confidential Information Memorandum (the “CIM”), to be distributed to each of the investors who successfully register on or around the date specified in the Transaction Timetable.
II. Transaction Procedures and Timetable
The Anticipated Transaction Timetable is presented as below. Please note that this schedule is preliminary and is subject to any change without prior notice.
Procedure / Anticipated DateBrief Public Announcement / April 4, 2008 (Fri)
NPL Auction Announcement / April 7, 2008 (Mon)
Release of Due Diligence Information Package and Investor Review Files; First day for Due Diligence of Registered Investors / April 7, 2008 (Mon)
Distribution of CIM / April 21, 2008 (Mon)
Distribution of draft LSPA / April 21, 2008 (Mon)
Deadline for Registered Investors’ comments on draft LSPA / April 30, 2008 (Wed)
Deadline for Registered Investors’ questions / May 6, 2008 (Tue)
Distribution of final LSPA / May 6, 2008 (Tue)
Distribution of Auction Bidding Instructions / May 9, 2008 (Fri)
Last date for Submission of Statement of Intent to Participate, executed Confidentiality Agreement and other registration documents; Deadline for payment of Registration Fee and Bid Deposit by Registered Investors / May 15, 2008 (Thu)
Submission of the Bids by Qualified Bidders (Bid Date) / May 16, 2008 (Fri)
Note: LSPA refers to Loan Sale and Purchase Agreement.
III. Investor Registration
The investors who successfully register would be qualified to participate in the Transaction. To be considered as a qualified bidder, each of the interested investors is requested to complete the following registration requirements, which is essential to an investor’s successful registration:
· To deliver to Orient a duly signed Statement of Intent to Participate, both in Chinese and English, in the form of Attachment 1 hereto (domestic investors only provide the same in Chinese);
· To deliver to Orient an executed Confidentiality Agreement, both in Chinese and English, in the form of Attachment 2 hereto (domestic investors only provide the same in Chinese);
· To deliver to Orient a copy of the Business License (or the Registration Certificate) and a copy of the Article of Association. For domestic investors, these copies should be stamped with the official seal; for international investors, these copies should be signed by the authorized signatory as a certified true copy;
· To pay the Registration Fee and deliver to Orient a completed and executed Wire Transfer Instruction and Notice, both in Chinese and English, in the form of Attachment 3 hereto (domestic investors only provide the same in Chinese).
The above executed documents in original should be delivered in person or by express courier to the following address (the “Address for Receiving Registration Documents”) not later than 17:00 (Beijing time) on May 15, 2008, the deadline as stated in the Transaction Timetable. Facsimile copies will not be accepted.
Orient will reserve the right to decide, in its sole and absolute discretion, to refuse to grant the qualification to participate in the Transaction to any investor without giving any reasons to such investors. The investors who wish to participate in the Transaction are encouraged to deliver all the required documents on time. For the investors who fail to submit the registration documents and pay the registration fee before the deadline, the distribution of IRF and other files to such investors will be delayed accordingly. Orient reserves its right to request any investor to provide additional information based on the documents submitted by such investor.
Both the international and domestic investors are welcome to participate in this Transaction. However, the officials of any government agencies, the employees of any financial regulatory authorities, any political, judicial or public security departments, any employees of Asset Management Corporation, any management of the original borrowers associated with the Portfolio, or any legal advisors, accountants or any other intermediaries, who have been involved directly or indirectly in the resolution of this Portfolio, are not allowed to participate in this Transaction.
Orient will permit any Bidding Consortiums to participate in the Transaction.
Address for receiving Registration Documents:China Orient Asset Management Corporation Dalian Office
No. 25 Jincheng Street, Zhongshan District, Dalian, P. R. China
Attn: Mr. Li Shuhong / ZIP Code: 130061
Tel: (+86-411) 8256 6519
Fax: (+86-411) 8221 4221
E-mail:
As the underlying terms and goals of the Confidentiality Agreement (the “CA”) have been accepted as standard within the distressed asset community, please note that Orient does not accept any comments on nor any modifications to the CA. Orient reserves the right, in the exercise of its sole and absolute discretion, to reject any such attempted modifications to the CA or to any other documents attached to this Announcement. As the modified CA and/or any modified documents attached to this Announcement will be rejected, the submission of such modified CA or documents may result in delay in your receipt of Due Diligence Information.
IV. Registration Fee
In order to submit a bid for the Portfolio, interested investors are required to pay a Registration Fee denominated in RMB or US dollar at the rates as set forth below to Orient no later than 17:00 (Beijing time) on May 15, 2008 as stated in the Transaction Timetable. The Wire Transfer Instructions for such payments are described in Attachment 3 hereto. The international investors may choose to pay the Registration Fee denominated in US dollar.
Please note that the Registration Fee is not refundable under any circumstances, and it will neither be credited for the purchase price to be paid by any successful bidder nor refunded as part of the deposit for any unsuccessful bidder.
Portfolio No. / Registration Fee (unit: Yuan)USD / RMB
COAMCDL2008ZQH01 / 2,500 / 18,000
COAMCDL2008ZQH02 / 2,500 / 18,000
COAMCDL2008 ZQH03 / 2,500 / 18,000
COAMCDL2008ZQH04 / 2,500 / 18,000
V. Other Matters
This Announcement does not constitute an offer to sell the Portfolios. The bidder may make an offer to purchase the Portfolios in accordance with the terms and conditions outlined in the CIM and the LSPA provided by Orient. Until such time that the LSPA is executed, neither Orient nor any of its advisors or consultants in connection with the Transaction, will undertake any responsibility to any potential, registered, or qualified bidders.
All communications relating to the Portfolios, oral or written, shall be directed to Orient, unless otherwise provided in the CIM. The principal Orient contact persons are as follows:
Contact Person / Telephone Number / E-mailMr. Li Shuhong / (+86-411) 8256 6519 /
Orient is open to any comments, suggestion or objection from all relevant authorities or people in relation to the sale of the Portfolio. In case that you have any difficulties in inquiring or filing your objection, please call the phone number: +86-411-82566520 or +86-10-66507784.
Attachment 1: Statement of Intent to Participate
Attachment 2: Confidentiality Agreement
Attachment 3: Wire Transfer Instructions and Notice
ATTACHMENT 1
Statement of Intent to Participate
Date:
To: China Orient Asset Management Corporation Dalian Office
Add.: No. 25 Jincheng Street, Zhongshan District, Dalian, Beijing
Attn: Mr. Li Shuhong
Tel: (+86-411) 8256 6519
Fax: (+86-411) 8281 4221
Re: NPL Auction Transaction
In response to your announcement, we hereby represent that we are not officials of any government agencies, any banking and financial regulatory authorities, any political, judicial or public security departments, nor any employees of Asset Management Corporation, any management of original borrowers associated with the portfolios mentioned in your announcement, nor personnel of any intermediaries such as legal advisors or accountants. We wish to participate in the bidding procedure of the following Portfolios of Orient.
Portfolio No. / Intention Statement (Please fill in with “√”)COAMCDL2008ZQH01
COAMCDL2008ZQH02
COAMCDL2008 ZQH03
COAMCDL2008ZQH04
Please send the LSPA, CIM and Auction Bidding Instructions to the following person by e-mail and a confirmation for receipt of such documents delivered from such e-mail address shall be deemed as our acknowledgement:
Investor Name:
Name:
Title:
Tel:
E-mail:
We enclose fully completed and executed documents as follows:
1. Confidentiality Agreement
2. Wire Transfer Instruction and Notice
3. Copy of our Business License (or our Registration Certificate) and copy of our Articles of Association
Sincerely,
Signed By: Bidder Name：
(Please stamp the official seal in the event of a domestic investor)
ATTACHMENT 2
CONFIDENTIALITY AGREEMENT
Date:
To: China Orient Asset Management Corporation Dalian Office
Add.: No. 25 Jincheng Street, Zhongshan District, Dalian, Beijing
Attn: Mr. Li Shuhong
Tel: (+86-411) 8256 6519
Fax: (+86-411) 8281 4221
Re: Confidentiality Agreement and Acknowledgement of Orient Rights
We, (the “Investor”), intend to participate in the sealed bid auction (the “Transaction”) of China Orient Asset Management Corporation Beijing Office (“Orient”) in connection with certain non-performing loan portfolio (Portfolio No. ) (the “Portfolio”). In consideration of Orient agreeing to supply Confidential Information (as defined below) to the Investor and entering into negotiations with the Investor relating to the Transaction, the Investor acknowledges that the Confidential Information is confidential and is furnished and received in accordance with the provisions of this Agreement under a strict duty of confidentiality to Orient and for the exclusive purpose of considering and evaluating the Portfolios and negotiating the Transaction. The Investor further agrees and undertakes as follows:
1. Confidential Information
1.1 For the purposes of this Agreement, "Confidential Information" shall mean all information of whatever nature relating to the Orient or the Transaction supplied to the Investor or its agents or advisers by or on behalf of Orient in whatever form made available to or received by the Investor and includes: (i) any such Confidential Information obtained by the Investor or its agents or advisers through discussions with directors, officers, the management or employees of Orient, or any advisers of such persons; (ii) all agreements, documents and materials relating to Orient, the Portfolios or the Transaction; (iii) all copies (as defined in Paragraph 4.2 below) of Confidential Information (as defined herein) together with any reports, analyses, compilations, studies, or other material or documents prepared by the Investor or on its behalf which contain or otherwise reflect such Confidential Information, including, for the avoidance of doubt, the existence of the Transaction and of the discussions and negotiations relating thereto and (iv) other documents and information provided by Orient to the Investor or to its agents or advisors and unknown in the public domain.
1.2 Confidential Information shall not include any such Confidential Information which (i) is in or which comes into the public domain unless it is in the public domain as a result of a breach by the Investor or any Authorized Person (as defined in Paragraph 3.1 below) of the obligations contained in this Agreement, in which event such Confidential Information shall form part of the Confidential Information, (ii) was available to Investor or any Authorized Person prior to its disclosure hereunder not as a result of confidential by any third party, (iii) becomes available to the Investor or any Authorized Person from a source that is not, to their knowledge, subject to a confidentiality agreement with Orient, or (iv) Investor can demonstrate has been developed by one or more of the Authorized Persons without reliance on the Confidential Information.
2. Confidentiality Obligations
2.1 Access to and receipt of Confidential Information made available by Orient or delivered to or otherwise provided to the Investor shall be in accordance with instructions and requirements prescribed by Orient either generally or on each particular occasion and Confidential Information made available at Orient’s premises shall not be removed from Orient’s premises or such other location as it may be available without Orient’s prior written consent.
2.2 The Investor agrees to keep confidential all Confidential Information and not to disclose any Confidential Information to any person save as permitted by this Agreement. The Investor shall use Confidential Information solely for the purpose of considering and evaluating the Portfolios and negotiating the Transaction and not for any other purpose. The Investor shall not, without the prior written consent of Orient, disclose Confidential Information to any person other than an Authorized person in accordance with Paragraph 3. The Investor undertakes to ensure that the Confidential Information is protected against theft or unauthorized access and that no one receives Confidential Information from the Investor unless authorized.
2.3 The Investor agrees and undertakes to fully comply with all relevant laws, regulations, rules and directives applicable to Orient in supplying or making available and the Investor in accessing and using the Confidential Information or otherwise relating to the Portfolios or the Transaction.
2.4 Without limiting the Investor’s other or further confidentiality obligations (whether under this Confidentiality Agreement, at law or otherwise), the Investor further agrees and undertakes not to discuss any matters with or provide to documents relating to the Portfolios or receive from any other known potential investor of the Portfolios any information or documents relating to the portfolios or the marketing and sale of the Portfolios and the Transaction.