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Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2014
Jul 2, 2014
49235_rns_2014-07-02_da41c720-a7a9-40ee-a618-fa66eb85c476.pdf
Proxy Solicitation & Information Statement
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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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00474)
DESPATCH OF CIRCULAR IN RELATION TO
(1) PROPOSED OPEN OFFER ON THE BASIS OF TWO OFFER SHARES FOR EVERY ONE ADJUSTED SHARE HELD ON THE RECORD DATE AT HK$0.25 PER OFFER SHARE WITH BONUS ISSUE ON THE BASIS OF ONE BONUS SHARE FOR EVERY ONE OFFER SHARE TAKEN UP UNDER THE OPEN OFFER; (2) UNDERWRITING ARRANGEMENT; (3) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; (4) APPLICATION FOR WHITEWASH WAIVER; (5) PROPOSED GRANT OF SPECIFIC MANDATE AND (6) NOTICE OF EXTRAORDINARY GENERAL MEETING
Reference is made to the announcement of Hao Tian Development Group Limited dated 25 April 2014 (“ Announcement ”) in relation to, among other things, the proposed Open Offer (with the Bonus Issue), proposed amendments to the Articles and the Whitewash Waiver and the announcements of the Company dated 16 May 2014, 12 June 2014 and 24 June 2014 respectively in relation to the delay in despatch of the Circular. Unless otherwise stated, capitalized terms used herein shall bear the same meanings as defined in the Announcement.
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DESPATCH OF THE CIRCULAR
The Circular containing, among other things, (i) details of the Open Offer (with the Bonus Issue), the Underwriting Agreement, proposed amendments to the Articles, proposed grant of specific mandate and the Whitewash Waiver; (ii) letters from the independent board committee of the Company and the independent financial adviser respectively setting out their recommendations in relation to the Open Offer (with the Bonus Issue), the Underwriting Agreement and the Whitewash Waiver; and (iii) notice of the Open Offer EGM and a proxy form for use at the Open Offer EGM, was despatched to the Shareholders on 2 July 2014.
WARNING OF THE RISK OF DEALING IN THE SHARES
The Open Offer (with the Bonus Issue) is subject to the satisfaction of certain conditions as described in the paragraph headed “Conditions of the Underwriting Agreement” in the Announcement and the Circular. In particular, it is subject to the Capital Reorganisation becoming effective and approval of the proposed amendments to the Articles, the Open Offer (with the Bonus Issue) and the Whitewash Waiver by the Shareholders or the Independent Shareholders (as the case may be) at the Open Offer EGM by way of poll, the Whitewash Waiver having been granted by the Executive, and the Underwriting Agreement having become unconditional and not having been terminated (see the section headed “Termination of the Underwriting Agreement” in the Announcement and the Circular). Accordingly, the Open Offer (with the Bonus Issue) may or may not proceed.
Shareholders and potential investors should therefore exercise caution when dealing in the Shares, and if they are in doubt about their position, they should consult their professional advisers.
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Shareholders and potential investors should note that the Shares are expected to be dealt in on an ex-entitlement basis commencing from Friday, 1 August 2014 and that dealings in Shares will take place while the conditions to which the Open Offer (with the Bonus Issue) is subject remain unfulfilled. Any Shareholder or other person dealing in Shares up to the date on which all conditions to which the Open Offer (with the Bonus Issue) is subject are fulfilled (which is expected to be on 4:00 p.m. on Friday, 29 August 2014, will accordingly bear the risk that the Open Offer (with the Bonus Issue) cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional adviser.
By order of the Board of Hao Tian Development Group Limited Fok Chi Tak Executive Director
Hong Kong, 2 July 2014
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia) and Mr. Fok Chi Tak and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Ma Lin, and Mr. Lam Kwan Sing.
All the Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
In the case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.
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