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PW Medtech Group Limited — Capital/Financing Update 2020
Oct 26, 2020
49875_rns_2020-10-26_c1e5040d-1c51-4f08-a6b7-1f9148ef2915.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.
PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1358)
MAJOR TRANSACTION DISPOSAL OF CBPO SHARES POST-COMPLETION ADJUSTMENT TO THE SALE PRICE
Reference is made to (i) the announcements of PW Medtech Group Limited (the ‘‘Company’’) dated September 19, 2019, November 7, 2019, January 23, 2020, May 5, 2020 (the ‘‘Announcement’’) and May 10, 2020, and the circular of the Company (the ‘‘Circular’’) dated October 18, 2019 in relation to, among others, the Disposal; and (ii) the announcement of the Company dated October 26, 2020 in relation to, among others, further disposal of CBPO Shares and proposed privatization of CBPO. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement and the Circular.
As disclosed in the announcement of the Company dated May 10, 2020, the completion of the disposal of 1,000,000 CBPO Shares by the Company as contemplated under the Share Purchase Agreement took place on May 8, 2020 (U.S. Eastern Time). The Board is pleased to announce that after good and valuable consideration, the Company entered into an amendment No. 3 to the Share Purchase Agreement with each of Point Forward and Double Double on October 26, 2020 (the ‘‘Amendment Agreement No. 3’’), pursuant to which, Point Forward and Double Double agreed to pay US$7,315,000 and US$11,685,000, respectively, as adjustments to the Sale Price (the ‘‘Adjustments’’), to the Company. The amount of the Adjustments to be paid by Point Forward and Double Double is equal to the product of (i) US$19.0 (being the excess of (a) the proposed consideration of US$120.0 per CBPO Share under the Privatization Proposal over (b) the Sale Price) multiplied by (ii) the number of all their respective assigned CBPO Shares (Point Forward: 385,000 CBPO Shares; Double Double: 615,000 CBPO Shares) under the Share Purchase Agreement.
Pursuant to the Amendment Agreement No. 3, the Price Adjustment Mechanism under the Share Purchase Agreement as disclosed in the Circular will be deleted in its entirety and shall be of null and void ab initio and be of no force and effect, and each of Point Forward and Double Double and their respective affiliates shall have no obligations or liabilities under the Price Adjustment Mechanism. Save as disclosed in this announcement, all other provisions of the Share Purchase Agreement shall remain unchanged in all material aspects.
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The Adjustments will not result in the Share Purchase Agreement and the Disposal thereunder having a classification higher than a major transaction of the Company under Chapter 14 of the Listing Rules.
By order of the Board PW Medtech Group Limited Yue’e Zhang Chairman & Chief Executive Officer
Beijing, the PRC, October 26, 2020
As at the date of this announcement, the Board comprises one executive Director, namely, Ms. Yue’e Zhang; two nonexecutive Directors, namely, Mr. Jiang Liwei and Mr. Lin Junshan; and three independent non-executive Directors, namely, Mr. Wang Xiaogang, Mr. Zhang Xingdong and Mr. Chen Geng.
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