PSE Circular for Brokers No. 2594-99

October 12, 1999 PSE CIRCULAR FOR BROKERS NO. 2594-99 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-l(b)(3) THEREUNDER 1. 7 October, 1999 2. Commissioner Identification Number (SEC Registration No.) 7199 3. BIR TIN 002-856-627 4. Acesite (Phils.) Hotel Corporation 5. Philippines 6. Industry Classification Code: 7. Room 527, Holiday Inn Manila, United Nations Avenue, Ermita, Manila 1000 8. Telephone Number (632) 526-1212 9. Former Name: Delbros Hotel Corporation Ermita, Manila Former Address: Delbros Suites, 22nd Floor, Manila Hilton, UN Ave., Former FY: January - December 10. Common Stock (P1.00 par value) Authorized 300,000,000 shares Issued 99,852,308 shares Preferred Stock (P500 par value) Authorized 20,000 shares Issued none 11. Items to be reported: Item 1: Change in Control of the Registrant The Agreement and the Parties On 30 September 1999, a Sale and Purchase Agreement (the "Agreement") was reached between Sino-i.com Limited (formerly known as South Sea Development Company, Ltd., and listed on the Hong Kong Stock Exchange) and Evallon Investment Limited, a wholly owned subsidiary of Sino-i.com Limited, on the one hand, as the selling parties, and South Port Development Limited, a company incorporated in the British Virgin Islands, on the other hand, as purchaser, with regards to the disposition and acquisition of the entire issued share capital of Acesite Limited, a company incorporated in the British Virgin Islands. Acesite Limited is a wholly owned subsidiary of Evallon Investment Limited and holds 74,889,231 shares in Acesite (Phils.) Hotel Corporation, representing 75% of the 99,852,308 outstanding common shares of Acesite (Phils.) Hotel Corporation and such stock are duly authorized, validly issued, fully paid and non-assessable. Sino-i.com Limited is primarily engaged in the business of property development and computer technology and is in the process of disposing its non-core business, including hotel operations. South Port Development Limited is an investment holding company controlled by certain businessmen from the People's Republic of China and is intent on furthering its business interests in hotel and leisure industries. Consideration The consideration of HK$257,661,000.00 to be paid by the purchaser shall be paid in the following manner: a. The sum of HK$19,315,000.00 to be paid within 10 days from the signing of the Agreement; b. The balance of HK$238,346,000.00 to be paid upon completion, which will be on or before 29 December 1999. The consideration represents approximately HK$3.44 per share of Acesite (Phils.) Hotel Corporation (equivalent to P17.20, calculated at P5.00:HK$1:00), representing a premium of approximately 145.71% over the last traded price of P7.00 per share (equivalent to HK$I:40 per share at the above mentioned exchange rate) of the shares of Acesite (Phils.) Hotel Corporation. Completion of the Agreement There are no loans or pledges known to the registrant that have been obtained by the new control group for the purpose of acquiring control. There are no arrangements, loans or pledges obtained by the new control group known to the registrant, the operation of which may at a future date result in a subsequent change in control of the registrant. Upon the completion of the Agreement, South Port Development Limited shall control 75% of Acesite (Phils.) Hotel Corporation through its ownership of Acesite (BVI) Limited and the incumbent directors of the registrant shall have resigned to give way to such nominees that may be nominated by the purchaser and elected as called for under existing rules and regulations. Save for liabilities disclosed in the sale and purchase agreement, Acesite (Phils.) Hotel Corporation is not indebted to the purchaser, or any third party and does not have any other liabilities. The selling parties consider that the price offered by the purchaser is competitive and provides a good opportunity for the Sino-i.com Limited to realize its investment. cdlex Change in Control Arrangements Completion of the Agreement is conditional upon, inter alia : a. The satisfactory outcome of the purchaser's due diligence investigation of Acesite Limited and Acesite (Phils.) Hotel Corporation; b. The receipt by the purchaser of a legal opinion from a legal counsel in the Philippines confirming matters relating to the legality and enforceability of the Agreement; c. The relevant rules and regulations having been complied with and that such relevant approvals have been obtained on or before completion. cdlex Acesite (Phils.) Hotel Corporation (7 October 1999) By: (SGD.) VICENTE G. GREGORIO Corporate Secretary (SGD.) RICKY L. RICARDO Manager, Corporate Affairs