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Gaush Meditech Ltd Capital/Financing Update 2023

Jan 4, 2023

50577_rns_2023-01-04_b8188d96-ddba-4c88-8d67-aea053bdccd0.pdf

Capital/Financing Update

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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated November 30, 2022 (the “ Prospectus ”) issued by Gaush Meditech Ltd (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company 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 made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities of the Company.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

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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)

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

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PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the by the Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on Wednesday, January 4, 2023 in respect of an aggregate of 35,500 Shares, representing approximately 0.27% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to facilitate the return to GT HoldCo of part of the 457,400 borrowed Shares under the Stock Borrowing Agreement which were used to cover the over-allocation under the International Offering.

The over-allotment Shares will be allotted and issued by the Company at HK$51.40 per Share (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%), being the Offer Price per Offer Share under the Global Offering.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

Pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company announces that the stabilization period in connection with the Global Offering ended on Wednesday, January 4, 2023, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.

The stabilizing actions undertaken by Morgan Stanley Asia Limited, the Stabilization Manager, or its affiliates or any person acting for it, during the stabilization period are set out in this announcement.

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the by the Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on Wednesday, January 4, 2023 in respect of an aggregate of 35,500 Shares, representing approximately 0.27% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to facilitate the return to GT HoldCo of part of the 457,400 borrowed Shares under the Stock Borrowing Agreement which were used to cover the overallocation under the International Offering.

The over-allotment Shares will be allotted and issued by the Company at HK$51.40 per Share (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%), being the Offer Price per Offer Share under the Global Offering.

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APPROVAL OF LISTING

Approval for the listing of and permission to deal in the over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealings in the over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on Monday, January 9, 2023 (Hong Kong time).

SHAREHOLDING STRUCTURE OF THE COMPANY UPON COMPLETION OF THE PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The shareholding structure of the Company immediately before and immediately after completion of the partial exercise of the Over-allotment Option is as follows:

ShareholdersGT HoldCoOrbiMed AsiaCuprite GemGL CapitalGF HoldCoLXD HoldCoGMC IVGMC VIHL CapitalGMC VCredit SuisseGMC TeleonCornerstone Investors– Wuxi Shigao– Sino-German Fund– Wuxi Gaoshi– CL KiwiOther public ShareholdersTotal Immediately before completionof the partial exercise ofthe Over-allotment OptionNumber ofissued SharesApproximatepercentage ofthe Company’stotal issuedshare capital63,263,52842.76%18,039,42612.19%11,375,8407.69%7,065,0404.78%6,599,0834.46%6,499,7844.39%6,156,4814.16%5,900,8163.99%4,689,0243.17%3,436,1162.32%1,335,2520.90%955,8790.65%5,101,5003.45%296,9000.20%144,6000.10%761,4000.51%6,314,2004.27%147,934,869100.00% Immediately after completionof the partial exercise ofthe Over-allotment OptionNumber ofissued SharesApproximatepercentage ofthe Company’stotal issuedshare capital63,263,52842.75%18,039,42612.19%11,375,8407.69%7,065,0404.77%6,599,0834.46%6,499,7844.39%6,156,4814.16%5,900,8163.99%4,689,0243.17%3,436,1162.32%1,335,2520.90%955,8790.65%5,101,5003.45%296,9000.20%144,6000.10%761,4000.51%6,349,7004.29%147,970,369100.00%

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USE OF PROCEEDS

The Company will receive additional net proceeds of approximately HK$1.8 million (after deducting the underwriting commissions and other estimated expenses payable by the Company in connection with the partial exercise of the Over-allotment Option) for the 35,500 Shares to be issued and allotted following the partial exercise of the Over-allotment Option. The Company intends to utilize the additional net proceeds for the purposes and in the proportions as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

Pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company announces that the stabilization period in connection with the Global Offering ended on Wednesday, January 4, 2023, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. The stabilizing actions undertaken by Morgan Stanley Asia Limited, the Stabilization Manager, or its affiliates or any person acting for it, during the stabilization period are set out below:

  • (i) over-allocation of an aggregate of 457,400 Shares under the International Offering, representing approximately 3.50% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;

  • (ii) the borrowing of an aggregate of 457,400 Shares from GT HoldCo pursuant to the Stock Borrowing Agreement to cover the over-allocation under the International Offering. Such 457,400 borrowed Shares will be returned and redelivered to GT HoldCo in accordance with the terms of the Stock Borrowing Agreement;

  • (iii) successive purchases of an aggregate of 421,900 Shares in the price range of HK$50.69 to HK$51.40 per Share (excluding brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee) on the market during the stabilization period, representing approximately 3.23% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The last purchase made by the Stabilization Manager or its affiliates or any person acting for it, on the market during the course of the stabilization period was on January 4, 2023 at the price of HK$51.40 per Share (excluding brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee);

  • (iv) the partial exercise of the Over-allotment Option by the Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 4, 2023 in respect of an aggregate of 35,500 Shares, representing approximately 0.27% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at HK$51.40 per Share (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%), being the Offer Price per Offer Share under the Global Offering, to facilitate the return to GT HoldCo of part of the 457,400 borrowed Shares under the Stock Borrowing Agreement which were used to cover the over-allocation under the International Offering; and

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  • (v) there had been no sale of any Shares on the market for the purpose of price stabilization by the Stabilization Manager during the stabilization period.

The portion of the Over-allotment Option which has not been exercised by the Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) lapsed on Wednesday, January 4, 2023.

PUBLIC FLOAT

The Directors confirm that immediately after the end of the stabilization period and the completion of the partial exercise of the Over-allotment Option, the Company will continue to comply with the public float requirement under Rule 8.08(1) of the Listing Rules.

By order of the Board Gaush Meditech Ltd 高視醫療科技有限公司 Mr. Gao Tieta Chairman and Executive Director

Hong Kong, January 4, 2023

As at 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, Mr. 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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