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Gaush Meditech Ltd — Capital/Financing Update 2023
Jan 6, 2023
50577_rns_2023-01-06_f1da9c53-61e5-4be5-b45c-e0e2be3f94e6.pdf
Capital/Financing Update
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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.
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Gaush Meditech Ltd 高視醫療科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2407)
CHARGE OF SHARES BY CONTROLLING SHAREHOLDER
This announcement is made by Gaush Meditech Ltd (the “ Company ”) pursuant to Note (3) to Rule 10.07(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). Reference is made to the prospectus of the Company dated November 30, 2022 (the “ Prospectus ”) in relation to the listing of the shares of the Company (the “ Shares ”) on the Main Board of The Stock Exchange of Hong Kong Limited, and the announcement of the Company dated January 4, 2023 (the “ Over-allotment Option Announcement ”) in relation to, among others, the partial exercise of the overallotment option (the “ Over-allotment Option ”) and the end of the stabilization period.
As disclosed in the Prospectus, GAUSH HOLDING Ltd (“ GT HoldCo ”), a controlling shareholder of the Company, entered into a facility agreement (the “ Existing Facility Agreement ”) with Credit Suisse AG, Singapore Branch (“ Credit Suisse ”) dated June 21, 2022, pursuant to which Credit Suisse granted a facility of US$24,000,000 (the “ Existing Facility ”) to GT HoldCo. In connection with the Existing Facility Agreement, GT HoldCo charged 36,892,670 Shares (the “ Existing Charged Shares ”) in favour of Credit Suisse to secure the Existing Facility. Credit Suisse is an authorised institution as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong). As disclosed in the Prospectus, GT HoldCo intended to enter into a senior secured term loan facility agreement with Credit Suisse for the main purpose of fully repaying the Existing Facility prior to its due date.
On January 6, 2023, GT HoldCo informed the Company that it had entered into a facility agreement (the “ Facility Agreement ”) with Credit Suisse, pursuant to which Credit Suisse granted a loan facility of HK$185,000,000 (the “ Facility ”) to GT HoldCo. As security for the Facility, GT HoldCo agreed to charge 38,972,718 Shares (the “ Charged Shares ”) in favour of Credit Suisse, and the Existing Charged Shares will be released and discharged in full on the date of first utilization of the Facility. The Charged Shares represent approximately 26.34% of the total issued Shares as of the date of this announcement.
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Pursuant to the Facility Agreement, if the Over-allotment Option has not been exercised in full by the end of the stabilization period, GT HoldCo may request that part of the Charged Shares be released so that immediately following such release, the number of the Charged Shares will represent approximately 26.00% of the total issued Shares after the completion of the exercise of the Over-allotment Option (if any).
As disclosed in the Over-allotment Option Announcement, the Over-allotment Option was partially exercised and the stabilization period in connection with the global offering ended on January 4, 2023. GT HoldCo has confirmed that it will request that 500,422 Shares of the Charged Shares be released, and immediately following such release, the number of the Charged Shares will be 38,472,296, representing approximately 26.01% of the total issued Shares as of the date of this announcement and approximately 26.00% of the total issued Shares after the completion of the partial exercise of the Over-allotment Option.
As of the date of this announcement, GT HoldCo is wholly owned by Mr. Gao Tieta, the chairman of the board (the “ Board ”) of directors (the “ Directors ”) of the Company, an executive Director and a controlling shareholder of the Company. As of the date of this announcement, GT HoldCo held 63,263,528 Shares, representing approximately 42.76% of the total issued Shares.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, (i) each of Credit Suisse and its ultimate beneficial owners is a third party independent of the Company and its connected persons, and (ii) the Facility is a bona fide commercial loan under Note (2) to Rule 10.07(2) of the Listing Rules.
Each of Mr. Gao Tieta and GT HoldCo has undertaken to inform the Company in writing from time to time the number of Shares subject to the share charges during the term of the Facility, and announcement(s) will also be made by the Company in accordance with the Listing Rules.
The above-mentioned charge of Shares by GT HoldCo does not fall within the scope of Rule 13.17 of the Listing Rules.
By order of the Board Gaush Meditech Ltd Mr. Gao Tieta Chairman and Executive Director
Hong Kong, January 6, 2023
As of the date of this announcement, the Board comprises Mr. Gao Tieta as Chairman and executive Director, Mr. Zhang Jianjun, Mr. Liu Xinwei and Mr. Zhao Xinli as executive Directors, Dr. David Guowei Wang and Mr. Shi Long as non-executive Directors, and Mr. Feng Xin, Mr. Wang Li-Shin and Mr. Chan Fan Shing as independent non-executive Directors.
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