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China Energy Storage Technology Development Limited — M&A Activity 2021
May 20, 2021
49722_rns_2021-05-20_6f524772-4f57-4a33-b0db-fb5253e10be9.pdf
M&A Activity
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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 is for reference only and does not constitute an invitation or offer to purchase, or subscribe for shares.
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)
ENTERING INTO THE TERM SHEET IN RELATION TO THE POSSIBLE ACQUISITION
This announcement is made by Link-Asia International MedTech Group Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’).
Reference is made to the announcement (the ‘‘Announcement’’) issued by the Company dated 4 March 2021, in relation to, among other things, the memorandum of understanding entered into between Link-Asia International Assisted Reproductive Technology Group Limited (the ‘‘Link-Asia International’’), being a wholly owned subsidiary of the Company, I.Baby Technology Investments Limited (the ‘‘Potential Vendor’’) and I.Baby Technology Holdings Limited (the ‘‘Target Company’’). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
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INTRODUCTION
The Board is pleased to announce that on 20 May 2021 (after trading hours of the Stock Exchange), Link-Asia International, the Potential Vendor and the Target Company has been continuing to discuss the Potential Acquisition and entered into a term sheet (the ‘‘Term Sheet’’) on key issues in relation the Potential Acquisition. Details of the Term Sheet are set out below:
THE TERM SHEET
Date : 20 May 2021 Parties : (1) Link-Asia International; (2) the Potential Vendor; and (3) the Target Company
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Potential Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons (within the meaning ascribed under the Listing Rules).
Subject matter
Link-Asia International (including its designated party(ies)) intends to acquire, and the Potential Vendor intends to dispose, 70% of the entire issued shares of the Target Company held by the Potential Vendor, which will constitute the controlling interest of the Target Company upon completion of the Possible Acquisition.
Consideration
The consideration for the Possible Acquisition will be initially agreed at no more than RMB39.2 million and subject to further negotiation between the parties to the Term Sheet. It is expected that such consideration will be satisfied by the Company in cash, by way of allotment and issuance of new shares of the Company (the ‘‘Shares’’) or convertible bonds carrying rights to convert into new Shares, or a combination of the above, or by any other kind of consideration.
To the extent that the whole or any part of the consideration for the Possible Acquisition payable by the Company comprises any new Shares or convertible bonds carrying rights to convert into new Shares or any other kind of equity or equity linked securities to be issued by the Company, the issue price and/or the initial conversion price for new Shares shall be HK$1.546 per Share, representing the average closing price per Share as quoted on the Stock Exchange for the last ten (10) consecutive trading days as the date of Term Sheet.
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Exclusivity Period
Link-Asia International will conduct due diligence on the fundamentals of the Target Company within 60 days from the date of signing the Term Sheet (the ‘‘Exclusivity Period’’).
During the Exclusivity Period, the Potential Vendor shall not engage in any form of contact (including but not limited to negotiation, signing of a memorandum, letter of intent, agreement with or without legal effect) with other investor(s) regarding the mergers and acquisitions of the Target Company.
Legally binding effect
The Term Sheet is non-legally binding save for the provisions relating to, among other things, the issuance price/conversion price for the securities to be issued by the Company, the Exclusivity Period, confidentiality, cost and governing law and jurisdiction of the Term Sheet.
GENERAL
As at the date of this announcement, the terms and conditions of the Possible Acquisition are still being negotiated and no legally binding agreement has been entered into. The Possible Acquisition, if materialised, may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate in compliance with the Listing Rules.
Shareholders and other investors of the Company should note that the Possible Acquisition may or may not proceed and are advised to exercise caution when dealing in the Shares.
On behalf of the Board
Link-Asia International MedTech Group Limited Lin Dailian Chairman and executive Director
Hong Kong, 20 May 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 and Mr. Yang Weidong as independent non-executive Directors.
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