China Energy Storage Technology Development Limited — Capital/Financing Update 2021

Jun 15, 2021

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.

Link-Asia International MedTech Group Limited 環亞國際醫療科技集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1143)

(1) PLACING OF NEW SHARES UNDER GENERAL MANDATE AND (2) CHANGE IN USE OF PROCEEDS

Placing Agent

Financial Adviser of the Company

Euto Capital Partners Limited

THE PLACING

The Board is pleased to announce that on 15 June 2021 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 102,704,000 Placing Shares at the Placing Price of HK$0.224 per Placing Share, to not less than six (6) Placees, who and whose ultimate beneficial owners shall be Independent Third Parties.

The maximum number of the Placing Shares represents (i) approximately 20% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.7% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming there is no change in the issued share capital of the Company from the date of this announcement and up to the Completion).

The Placing Shares will be allotted and issued under General Mandate. The allotment and issue of the Placing Shares is not subject to the approval of the Shareholders.

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Assuming all 102,704,000 Placing Shares are subscribed for in full, upon the Completion, the aggregate gross proceeds from the Placing will be approximately HK$23 million and the aggregate net proceeds from the Placing will be approximately HK$22.21 million (after deduction of commission and other expenses of the Placing), representing a net issue price of approximately HK$0.216 per Placing Share.

The Company intends to use the entire net proceeds arising from the Placing as to: (i) approximately HK$10 million for developing the Group ’ s assisted reproduction medical technology business, and (ii) remaining balance of approximately HK$12.21 million for general working capital of the Group.

CHANGE IN USE OF PROCEEDS FROM THE FIRST PLACING

In order to better utilise the resources on hand and taking into account of the continuous outbreak of the COVID-19 pandemic, which is likely to be experienced in the coming financial year, as at the date of this announcement, the Board resolved to further change the unutilised Original Net Proceeds of HK$13.2 million, which was original allocated for the Group ’ s electronic manufacturing services business, to the general working capital of the Group.

WARNINGS

Since the Completion is subject to the satisfaction of a condition precedent as set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

1. THE PLACING

On 15 June 2021, the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 102,704,000 Placing Shares at the Placing Price of HK$0.224 per Placing Share. The principal terms of the Placing Agreement are set out below.

THE PLACING AGREEMENT

Date : 15 June 2021 Parties : the Company; and the Placing Agent

The Placing Agent is a company incorporated in Hong Kong with limited liability and licensed by the SFC to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activity under the SFO.

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To the best of the Directors ’ knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) is an Independent Third Party.

Placees

The Placing Shares are expected to be placed, on a best effort basis, to not less than six (6) Placees, who and whose ultimate beneficial owners are Independent Third Parties. Upon Completion, it is expected that none of the Placees will become a Substantial Shareholder.

Placing Shares

The maximum number of the Placing Shares represents (i) approximately 20% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.7% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming there is no change in the issued share capital of the Company from the date of this announcement and up to the Completion).

The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$2,054,080.

Placing Price

The Placing Price of HK$0.224 per Placing Share represents:

• (i) a discount of approximately 8.94% to the closing price of HK$0.246 per Share as quoted on the Stock Exchange on the Last Trading Day; and

• (ii) a discount of approximately 10.76% to the average closing price of HK$0.251 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Day.

The Placing Price was determined after arm ’ s length negotiations between the Company and the Placing Agent with reference to the recent market price of the Shares and the prevailing market conditions. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid up, will rank pari passu in all respects among themselves and with the existing Shares in issue as at the date of allotment and issue of the Placing Shares.

Placing commission

The Placing Agent will charge the Company a placing commission of 3% of the aggregate Placing Price (being HK$690,171) of the Placing Shares (being the maximum number of 102,704,000 Shares successfully placed by the Placing Agent). The Placing commission was arrived at after arm ’ s length negotiation between the Company and the Placing Agent by reference to the prevailing market rates. The Directors consider that the terms of the Placing,

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including the Placing commission, are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

Conditions of the Placing

The Placing is conditional upon the Listing Committee of the Stock Exchange granting or agreeing to grant the approval for the listing of, and permission to deal in, the Placing Shares.

If the above condition is not fulfilled by 6 July 2021 (or such later date as the Company and the Placing Agent may agree in writing), the Placing will be terminated and the Placing will not proceed and all rights, obligations and liabilities of the Placing Agent and of the Company under the Placing Agreement shall cease and terminate and the Placing Agent shall be released from all obligations pursuant to the Placing Agreement and none of the parties shall have any claim against the other in respect of the Placing save for any antecedent breach.

Completion

The Completion shall take place on the Completion Date (or such other date as may be agreed between the Company and the Placing Agent in writing).

Termination

Pursuant to the Placing Agreement, the Placing Agent may, in its reasonable opinion, after consultation with the Company, terminate the Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the Completion Date if:

• (a) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or

• (b) there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or

• (c) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed.

The Company may, in its reasonable opinion, after consultation with the Placing Agent, terminate the Placing Agreement by notice in writing to the Placing Agent at any time up to 8:00 a.m. on the Completion Date if there is a breach of the warranties, representations and undertakings given by the Placing Agent in the Placing Agreement and such breach is considered by the Company on reasonable grounds to be material.

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Upon termination of the Placing Agreement as mentioned above, all liabilities of the parties thereto thereunder shall cease and determine and no party thereto shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Placing Agreement save in respect of any antecedent breach of any obligation under the Placing Agreement.

APPLICATION FOR LISTING

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, all of the Placing Shares.

GENERAL MANDATE TO ALLOT AND ISSUE THE PLACING SHARES

The Placing Shares will be allotted and issued under the General Mandate. The General Mandate was granted to the Directors at the AGM whereby the Directors were authorised to allot, issue and deal with up to 102,707,714 Shares, representing 20% of the then number of Shares in issue of the Company as at the date of the AGM.

Up to the date of this announcement, no Shares have been allotted and issued under the General Mandate. Accordingly, the General Mandate is sufficient for the allotment and issue of the Placing Shares and the issue of the Placing Shares is not subject to the approval of the Shareholders.

REASONS FOR AND BENEFITS OF THE PLACING AND USE OF PROCEEDS

(i) Information of the Group

The Group is principally engaged in (i) electronic manufacturing services; (ii) marketing and distribution of communication products; (iii) real estate supply chain services, (iv) assisted reproduction medical technology business; and (v) the securities and other assets investment.

(ii) Intended use of proceeds

Assuming all 102,704,000 Placing Shares are subscribed for in full, upon the Completion, the aggregate gross proceeds from the Placing will be approximately HK$23 million and the aggregate net proceeds from the Placing will be approximately HK$22.21 million (after deduction of commission and other expenses of the Placing), representing a net issue price of approximately HK$0.216 per Placing Share. The Company intends to use the entire net proceeds arising from the Placing as to: (i) approximately HK$10 million for developing the Group ’ s assisted reproduction medical technology business, and (ii) remaining balance of approximately HK$12.21 million for general working capital of the Group.

(iii) Reasons for and benefits of the Placing

As set out in the annual report of the Company for the year ended 31 December 2020, the Group experienced challenging business operation conditions due to the impact of the novel coronavirus (the ‘‘ COVID-19 ’’ ) pandemic, lockdowns and social distancing measures which resulted in temporary closures of factories of the Group and thus

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decrease in the transaction volumes and turnover of the Group. Due to the uncertainties of the COVID-19 pandemic, the global economic instability may persist in the foreseeable future which may continue to have a negative impact on the Group ’ s business operations. In light of the circumstances, the Board is of the view that it is important to enable the Group to have greater financing flexibility to replenish its cash reserve in a timely and efficient manner in order to sustain the smooth operations of the Group during the global economic downturn.

After reviewing the latest financial position of the Group and assessing the Group ’ s potential funding needs, the Board considered that the Company has a need to raise additional funds as its current internal available cash resources are insufficient to satisfy its aggregate funding needs for the current year and to support the business expansion of the Group. For such reasons, the Board considers that the Placing is the most suitable financing option in terms of time and cost efficiency and improving the liability position of the Group.

The Board will continue monitoring the Group ’ s financial and liquidity positions and based on the terms of the Placing Agreement (including the Placing Price and the placing commission), the Directors consider that the Placing are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST TWELVE MONTHS

Set out below is the summary of equity fund raising activity of the Company during the past twelve months immediately preceding the date of this announcement:

				Actual use of net
				proceeds as at the
Date of	Fund raising	Net proceeds	Intended use of net	date of this
announcement	activity	(approximately)	proceeds	announcement
30 December 2020,	Placing of new	HK$29.2 million	General working	Approximately
and 11 January	Shares under		capital of the	HK$25.6 million
2021	refreshed general		Group	was used for
	mandate			general working
				capital of the
				Group

As at the date of this announcement, the unutilised net proceeds from above placing exercise amount to approximately HK$3.6 million. Save for the abovementioned, the Company had not conducted any other equity fund raising activities in the past twelve months immediately preceding the date of this announcement.

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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below are the shareholding structure of the Company (i) as at the date of this announcement; and (ii) upon Completion (assuming all the Placing Shares are issued and allotted, and there is no change in the issued share capital of the Company from the date of this announcement and up to the Completion):

Name of the Substantial Shareholders Power Port Holdings Limited (Note 1) Keywan Global Limited (Note 2) Mr. Cao Longbing (Note 3) Hearts Capital SPC-Hearts SP2 (Note 3) The Placees Other public Shareholders Total Notes:	As at the date of this announcement Number of Shares % 75,817,000 14.76 49,500,000 9.64 428,000 0.08 35,930,000 7.00 — — 351,863,570 68.52 513,538,570 100.00	Immediately upon Completion Number of Shares % 75,817,000 12.30 49,500,000 8.03 428,000 0.07 35,930,000 5.83 102,704,000 16.67 351,863,570 57.10 616,242,570 100.00	Immediately upon Completion Number of Shares % 75,817,000 12.30 49,500,000 8.03 428,000 0.07 35,930,000 5.83 102,704,000 16.67 351,863,570 57.10 616,242,570 100.00
			100.00

• (1) Power Port Holdings Limited, which is a company incorporated in the British Virgin Islands, is whollyowned by Ms. Yang Changrong.

• (2) Keywan Global Limited, which is a company incorporated in the British Virgin Islands, is wholly-owned by Mr. He Xiaoming.

• (3) Hearts Capital SPC — Hearts SP2, which is a company incorporated in the Cayman Islands, is whollyowned by Hearts Capital (Asia) Limited, which in turn is 70% controlled by Mr. Cao Longbing. Mr. Cao Longbing is also interested in 428,000 Shares. Long Asia Asset Management (HK) Limited is the investment manager of Hearts Capital SPC — Hearts SP2 and is therefore deemed to be interested in the shares owned by Hearts Capital SPC — Hearts SP2 under the SFO.

• (4) It is a term of the Placing Agreement that none of the Placees to be procured by the Placing Agent will, immediately upon the allotment and issue of the Placing Shares, become a Substantial Shareholder.

• (5) Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

2. CHANGE IN USE OF PROCEEDS FROM THE FIRST PLACING

Reference is made to the First Placing Announcements and Second Placing Announcements.

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As disclosed in the First Placing Announcements, the net proceeds raised form the First Placing (after deduction of commission and other expenses of the First Placing) were approximately HK$41.4 million (the ‘‘ Original Net Proceeds ’’ ) and the Company intended to allocate (i) approximately HK$18 million for the Group ’ s electronic manufacturing services business; (ii) approximately HK$17 million for the Group ’ s real estate supply chain business; and (iii) remaining balance of approximately HK$6.4 million for general working capital of the Group.

As further disclosed in the Second Placing Announcements, the Board has further resolved to assign the unutilised Original Net Proceeds of approximately HK$10.5 million, being the unutilised Original Net Proceeds which was originally allocated for the Group ’ s real estate supply chain business, to general working capital of the Group, while the unutilised Original Net Proceeds of approximately HK$13.2 million for the Group ’ s electronic manufacturing services business remain unchanged.

As at the date of this announcement, unutilised Original Net Proceeds of (i) approximately HK$10.5 million has been fully utilized for the general working capital of the Group; and (ii) approximately HK$13.2 million, which was allocated for the Group ’ s electronic manufacturing services business, remain unutilised and outstanding. In order to better utilise the resources on hand and taking into account of the continuous outbreak of the COVID-19 pandemic, which is likely to continue into the coming financial year, as at the date of this announcement, the Board has resolved to further change the unutilised Original Net Proceeds of HK$13.2 million, which was original allocated for the Group ’ s electronic manufacturing services business, to general working capital of the Group.

The use of the unutilised Original Net Proceeds in the revised manner is set out as below:

Electronic manufacturing services business General working capital Total	Revised allocation of the unutilised Original Net Proceeds as disclosed in the Second Placing Announcements HK$’million (approximately) 13.2 10.5 41.4	Actual use of utilised Original Net Proceeds up to the date of this announcement HK$’million (approximately) — 10.5 28.2	Unutilised Original Net Proceeds as at the date of this announcement HK$’million (approximately) 13.2 — 13.2	Revised Allocation of the Original Net Proceeds HK$’million (approximately) — 13.2
				13.2

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REASONS FOR THE CHANGE IN USE OF PROCEEDS FROM THE FIRST PLACING

In view of the adverse impact of the COVID-19 pandemic on the Group ’ s business, the Board decided to take conservative and prudent business strategies in order to support daily business operations and to cope with the economic uncertainty in the near future. Having said that, the funds allocated to the Group ’ s general working capital had been fully utilized, the re-allocation of the unutilised Original Net Proceeds, which were originally allocated for the Group ’ s electronic manufacturing services business, to supplement the general working capital for the ordinary operation of the Company is more beneficial to meet the current operation needs of the Company and increase its financial effects and provide more buffer to cope with the economic uncertainty in the future.

Despite the change in use of proceeds as stated above, the Board considers that the development direction of the Company remains unchanged with the disclosure in the First Placing Announcements and the Second Placing Announcements. The Board considers that the aforesaid change in use of unutilised Original Net Proceeds is in the best interest of the Company and its Shareholders as a whole and it will not have any material adverse effect on the existing business and operations of the Group.

WARNINGS

Since the Completion is subject to the satisfaction of the conditions precedent as set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

• ‘‘ AGM ’’

• the annual general meeting of the Company held on 31 May 2021 at which, among other things, a resolution relating to the grant of the General Mandate was duly passed by the Shareholders

• ‘‘ Board ’’ the board of Directors

• ‘‘ Business Day(s) ’’ any day (not being Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• ‘‘ Company ’’ Link-Asia International MedTech Group Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1143)

‘‘ Completion ’’ completion of the Placing in accordance with the terms and conditions as set out in the Placing Agreement

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• ‘‘ Completion Date ’’

• date of completion of the Placing which shall take place within five Business Days following the day on which the condition of the Placing as set out in the Placing Agreement is satisfied (or such other date as the Company and the Placing Agent may agree in writing)

• ‘‘ connected person(s) ’’ has the meaning as ascribed to it under the Listing Rules

• ‘‘ Director(s) ’’ the director(s) of the Company

• ‘‘ First Placing ’’ the placing of an aggregate of 1,189,062,000 Shares which was completed on 19 February 2020, details of which are disclosed in the First Placing Announcements

• ‘‘ First Placing the announcements of the Company dated 29 January 2020, Announcements ’’ 3 February 2020 and 19 February 2020 in relation to the First Placing

‘‘ General Mandate ’’ the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM to allot, issue and otherwise deal with securities of the Company not exceeding 20% of the issued share capital as at the date of the AGM

• ‘‘ Group ’’ the Company and its subsidiaries

• ‘‘ HK$ ’’ Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘ Hong Kong ’’

• ‘‘ Independent Third Party(ies) ’’

• the Hong Kong Special Administrative Region of the People ’ s Republic of China third party(ies) independent of the Company and its connected persons (having the meaning ascribed to it under the Listing Rules)

• ‘‘ Last Trading Day ’’ 15 June 2021, being the date of the Placing Agreement

• ‘‘ Listing Rules ’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘ Original Net Proceeds ’’

the net proceeds raised from the First Placing (after deduction of commission and other expenses of the First Placing) of approximately HK$41.4 million

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• ‘‘ Placees ’’ any professional or institutional investor(s) independent of the Company, the directors, substantial shareholders and chief executive (as those terms defined in the Listing Rules) of the Company, its subsidiaries and their respective associates (as defined in the Listing Rules) procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agreement

• ‘‘ Placing ’’ the placing of up to 102,704,000 Placing Shares by the Placing Agent, on a best effort basis, pursuant to the terms and conditions of the Placing Agreement

• ‘‘ Placing Agent ’’ Koala Securities Limited, a company incorporated in Hong Kong with limited liability and licensed by the SFC to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activity under the SFO

• ‘‘ Placing Agreement ’’ the conditional placing agreement dated 15 June 2021 entered into between the Company and the Placing Agent in relation to the Placing

• ‘‘ Placing Price ’’ HK$0.224 per Placing Share

• ‘‘ Placing Shares ’’ up to 102,704,000 new Shares to be allotted and issued under the Placing

• ‘‘ RMB ’’ Renminbi, the lawful currency of the People ’ s Republic of China

• ‘‘ Second Placing ’’ the placing of an aggregate of 85,580,000 Shares which was completed on 11 January 2021, details of which are disclosed in the Second Placing Announcements

• ‘‘ Second Placing the announcements of the Company dated 30 December Announcements ’’ 2020 and 11 January 2021 in relation to the Second Placing

• ‘‘ SFO ’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘ Share(s) ’’ ordinary share(s) of HK$0.02 each in the share capital of the Company

• ‘‘ Shareholder(s) ’’ holder(s) of the Share(s) ‘‘ Stock Exchange ’’ The Stock Exchange of Hong Kong Limited

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‘‘ Substantial Shareholder(s) ’’ has the meaning as ascribed to it under the Listing Rules

‘‘ % ’’

per cent.

On behalf of the Board Link-Asia International MedTech Group Limited Lin Dailian Chairman and executive Director

Hong Kong, 15 June 2021

As at the date of this announcement, the Board comprises Mr. Lin Dailian (Chairman), Mr. Wang Guozhen, Mr. Duan Chuanhong and Mr. Xia Xiaobing as executive Directors; Mr. Li Huiwu, Mr. Yang Weidong and Mr. Chak Chi Shing as independent non-executive Directors.

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