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Pharmaron Beijing Co., Ltd — Capital/Financing Update 2021
Oct 27, 2021
50881_rns_2021-10-27_41a33395-b961-4e46-8ea0-04667a03cce9.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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Pharmaron Beijing Co., Ltd.* 康龍化成 ( 北京 ) 新藥技術股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 3759)
UPDATE ANNOUNCEMENT IN RELATION TO CONNECTED TRANSACTION OF INVESTMENT IN THE LEGEND HUIKANG FUND
Reference is made to the announcement of Pharmaron Beijing Co., Ltd. (the “ Company ”) dated July 27, 2021 (the “ Announcement ”) in relation to the investment in the Legend Huikang Fund (the “ Connected Transaction* ”). Terms used herein shall have the same meanings as defined in the Announcement.
The Company would like to provide updates to the shareholders regarding the latest development of the Connected Transaction.
The Company has received a notice from Lasa Junqi (the General Partner) dated September 23, 2021 in relation to the increase of the size of the Legend Huikang Fund from RMB2,500 million to RMB3,000 million and to amend certain terms of the Limited Partnership Agreement to facilitate the actual operations of the Legend Huikang Fund and to fulfill certain requirements of the Asset Management Association of China (中國基金業協會). Accordingly, on October 27, 2021, the Company, the General Partner and other Limited Partners to the Legend Huikang Fund entered into an amended and restated limited partnership agreement in relation to the Legend Huikang Fund (the “ New Limited Partnership Agreement ”) to give effect to the abovementioned changes. The amount of capital contribution by the Company is not affected and will remain at RMB68 million.
The New Limited Partnership Agreement
Set out below are the terms which have been amended by the New Limited Partnership Agreement (the “ Amendments ”). Save as disclosed below, all other terms in the New Limited Partnership Agreement are substantially the same as those in the Limited Partnership Agreement as disclosed in the Announcement.
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Table of comparison of the Amendments
| Clause 3.5.6 If a Limited Partner delays payment of contribution based on laws, administrative regulations, department rules and normative documents or proposed guidance of the administrative authority, other partners shall not claim against the Limited Partner for default. |
Clause 3.5.6 If a Limited Partner delays payment of contribution based on laws, administrative regulations, department rules and normative documents or proposed guidance of the administrative authority, other partners shall not claim against the Limited Partner for default.However, the General Partner is entitled to request the Limited Partner to transfer part of its capital contribution (which shall be paid-in but unpaid due to the aforementioned reasons) at nil consideration to other partners or a third party designated by the General Partner, or correspondingly reduce the total capital contribution of the partnership within 90 days upon the second day of the payment date of such contribution. |
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| – | Clause 6.4.2In terms of bridge investments by way of providing borrowings to the investee, the contractual term of such borrowings shall not exceed 1 year, and the maturity date shall not be later than the date on which the equity invested in such investee by the limited partnership are withdrawn. At any timepoint within the term of the limited partnership, the balance of such borrowings shall not exceed 20% of the then total paid-in capital contribution of the limited partnership. |
| Clause 10.1.1A A General Partner is entitled, under this Clause, to conduct one or more subsequent closings with existing Limited Partners or new subscribers prior to the date of twelve months from the First Closing Date with an aggregate capital contribution capped at RMB2.5 billion. |
Clause 10.1.1A A General Partner is entitled, under this Clause, to conduct one or more subsequent closings with existing Limited Partners or new subscribers within the subsequent subscription period(the subsequent subscription period starts from the First Closing Date to December 31, 2021) with an aggregate capital contribution capped at RMB3.0 billion. |
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The Company considers that the Amendments are made to meet the operational needs of the Legend Huikang Fund in its ordinary and usual course of business, and that the Company, the investment in the Legend Huikang Fund, the production and operation of the Company during the current or subsequent years, the financial status or operational results of the Company will not be materially affected by the Amendments.
Save as disclosed above, all other information and content set out in the Announcement remain unchanged.
By order of the Board Pharmaron Beijing Co., Ltd.* 康龍化成(北京)新藥技術股份有限公司 Dr. Lou Boliang Chairman
Beijing, the PRC October 27, 2021
As at the date of this announcement, the Board of Directors comprises Dr. Lou Boliang, Mr. Lou Xiaoqiang and Ms. Zheng Bei as executive Directors; Mr. Chen Pingjin, Mr. Hu Baifeng, Mr. Li Jiaqing and Mr. Zhou Hongbin as non-executive Directors; Mr. Dai Lixin, Ms. Chen Guoqin, Mr. Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.
- For identification purposes only
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