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RemeGen Co., Ltd. — Capital/Financing Update 2022
Jul 29, 2022
51206_rns_2022-07-29_13b38833-8de4-4be8-b2b0-33594e025b87.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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RemeGen Co., Ltd.[*] 榮 昌 生 物 製 藥( 煙 台 )股 份 有 限 公 司 (A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 9995)
DISCLOSEABLE TRANSACTION PURCHASE OF WEALTH MANAGEMENT PRODUCTS
PURCHASE OF WEALTH MANAGEMENT PRODUCTS
At the nineteenth meeting held by the first session of the Board on April 16, 2022, a resolution regarding purchase of bank wealth management products using idle raised proceeds from A Share Offering of the Company was considered and approved, pursuant to which the Company may purchase principal guaranteed bank wealth management products using idle raised proceeds from A Share Offering of not more than RMB700 million.
As disclosed in the Company’s announcement dated May 5, 2022, on April 21, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 1 and the Qingdao Bank Wealth Management Product Agreement No. 2 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB51.0 million and RMB139.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering. On May 5, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 3 and the Qingdao Bank Wealth Management Product Agreement No. 4 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB47.0 million and RMB92.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
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As disclosed in the Company’s announcement dated May 31, 2022, on May 31, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 5 and the Qingdao Bank Wealth Management Product Agreement No. 6 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB47.0 million and RMB20.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering. As disclosed in the Company’s announcement dated July 4, 2022, on July 1, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 7 and the Qingdao Bank Wealth Management Product Agreement No. 8 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB65.0 million and RMB30.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
As disclosed in the Company’s announcement dated July 21, 2022, on July 21, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 9 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB80.0 million from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
The Board announced that, on July 29, 2022, the Company further entered into the Qingdao Bank Wealth Management Product Agreement No. 10 and the Qingdao Bank Wealth Management Product Agreement No. 11 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB30.0 million and RMB50.0 million, respectively, from Qingdao Bank Yantai Subbranch using idle raised proceeds from A Share Offering.
LISTING RULES IMPLICATIONS
As each of the transactions contemplated under the (i) Qingdao Bank Wealth Management Product Agreement No. 1, (ii) Qingdao Bank Wealth Management Product Agreement No. 2, (iii) Qingdao Bank Wealth Management Product Agreement No. 3, (iv) Qingdao Bank Wealth Management Product Agreement No. 4, (v) Qingdao Bank Wealth Management Product Agreement No. 5, (vi) Qingdao Bank Wealth Management Product Agreement No. 6, (vii) Qingdao Bank Wealth Management Product Agreement No. 7, (viii) Qingdao Bank Wealth Management Product Agreement No. 8, (ix) Qingdao Bank Wealth Management Product Agreement No. 9, (x) Qingdao Bank Wealth Management Product Agreement No. 10 and (xi) Qingdao Bank Wealth Management Product Agreement No. 11 were entered into with the same bank within a 12 month period and are of similar nature, they will, in each case, be aggregated and treated as if there were one transaction with that bank for the purpose of calculating the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules.
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The transactions contemplated under each of the Qingdao Bank Wealth Management Product Agreement No. 1 and the Qingdao Bank Wealth Management Product Agreement No. 2, whether on a stand-alone or on an aggregate basis, do not constitute discloseable transaction as each applicable percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules is below 5%. However, one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules, on an aggregate basis, in respect of the Qingdao Bank Wealth Management Product Agreements exceed 5% but are less than 25%. Therefore, the transactions contemplated under the Qingdao Bank Wealth Management Product Agreements constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirement.
BACKGROUND
On April 21, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 1 and the Qingdao Bank Wealth Management Product Agreement No. 2 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB51.0 million and RMB139.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
On May 5, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 3 and the Qingdao Bank Wealth Management Product Agreement No. 4 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB47.0 million and RMB92.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
On May 31, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 5 and the Qingdao Bank Wealth Management Product Agreement No. 6 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB47.0 million and RMB20.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
On July 1, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 7 and the Qingdao Bank Wealth Management Product Agreement No. 8 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB65.0 million and RMB30.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
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On July 21, 2022, the Company entered into the Qingdao Bank Wealth Management Product Agreement No. 9 with Qingdao Bank Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of RMB80.0 million from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
The Board announced that, on July 29, 2022, the Company further entered into the Qingdao Bank Wealth Management Product Agreement No. 10 and the Qingdao Bank Wealth Management Product Agreement No. 11, pursuant to which the Company agreed to purchase wealth management products of RMB30.0 million and RMB50.0 million, respectively, from Qingdao Bank Yantai Sub-branch using idle raised proceeds from A Share Offering.
THE QINGDAO BANK WEALTH MANAGEMENT PRODUCT AGREEMENTS
The principal terms of the Qingdao Bank Wealth Management Product Agreement No. 10 are set out as follows:
Name of the wealth management product
Name of the wealth : Qingdao Bank Structured Deposit management product Type of product : Principal-guaranteed with floating income Linked target : EUR-USD spot rate Principal amount : RMB30.0 million Effective date of product : August 1, 2022 Expiry date of product : November 7, 2022 Product annualized yield : 1.80% (if the price at the end of the rate less than the lower end of the
1.80% (if the price at the end of the product period is less than the lower end of the linked target as calculated under the calculation method as set forth in the agreement);
3.40% (if the price at the end of the product period equals to or exceeds the lower end of the linked target but is less than the higher end of the linked target as calculated under the calculation method as set forth in the agreement); or
3.50% (if the price at the end of the product period equals to or exceeds the higher end of the linked target as calculated under the calculation method as set forth in the agreement)
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Right of early termination : Qingdao Bank Yantai Sub-branch is entitled to the right of early termination Investment scope : The proceeds from the sales of this structured deposit product will be nominal principal, the capital costs of which will be used to enter into transactions with counterparty to make investment in financial derivatives linked to the counterparty’s investment income and the EUR-USD spot rate
The principal terms of the Qingdao Bank Wealth Management Product Agreement No. 11 are set out as follows:
Name of the wealth : Qingdao Bank Structured Deposit management product Type of product : Principal-guaranteed with floating income Linked target : EUR-USD spot rate Principal amount : RMB50.0 million Effective date of product : August 1, 2022 Expiry date of product : November 7, 2022 Product annualized yield : 1.80% (if the price at the end of the rate less than the lower end of the
1.80% (if the price at the end of the product period is less than the lower end of the linked target as calculated under the calculation method as set forth in the agreement);
3.40% (if the price at the end of the product period equals to or exceeds the lower end of the linked target but is less than the higher end of the linked target as calculated under the calculation method as set forth in the agreement); or
3.50% (if the price at the end of the product period equals to or exceeds the higher end of the linked target as calculated under the calculation method as set forth in the agreement)
Right of early termination : Qingdao Bank Yantai Sub-branch is entitled to the right of early termination
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Investment scope
- : The proceeds from the sales of this structured deposit product will be nominal principal, the capital costs of which will be used to enter into transactions with counterparty to make investment in financial derivatives linked to the counterparty’s investment income and the EUR-USD spot rate
For the principal terms of the Qingdao Bank Wealth Management Product Agreement No. 1, the Qingdao Bank Wealth Management Product Agreement No. 2, the Qingdao Bank Wealth Management Product Agreement No. 3, the Qingdao Bank Wealth Management Product Agreement No. 4, the Qingdao Bank Wealth Management Product Agreement No. 5, the Qingdao Bank Wealth Management Product Agreement No. 6, the Qingdao Bank Wealth Management Product Agreement No. 7, the Qingdao Bank Wealth Management Product Agreement No. 8 and the Qingdao Bank Wealth Management Product Agreement No. 9, please refer to the Company’s announcement dated May 5, 2022, the announcement dated May 31, 2022, the announcement dated July 4, 2022 and the announcement dated July 21, 2022.
The terms of each of the Qingdao Bank Wealth Management Product Agreements were arrived at after arm’s length negotiation between the parties.
INFORMATION ON THE PARTIES
The Company is a commercial-ready biopharmaceutical company committed to the discovery, development and commercialization of innovative and differentiated biologics for the treatment of autoimmune, oncology and ophthalmic diseases with unmet medical needs in China and globally.
Qingdao Bank was established in November 1996, is headquartered in Qingdao, Shandong Province, the PRC and its H shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 3866). Qingdao Bank mainly offers several services and products such as corporate and personal deposits, loans, settlement to its customers, and its development is driven by three major business segments including retail banking, corporate banking and financial market business. Qingdao Bank Yantai Sub-branch is a sub-branch of Qingdao Bank.
To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Qingdao Bank Yantai Sub-branch, Qingdao Bank and their ultimate substantial beneficial owners as publicly disclosed by Qingdao Bank are third parties independent from the Company and its connected persons.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE QINGDAO BANK WEALTH MANAGEMENT PRODUCT AGREEMENTS
The reasonable and efficient use of idle raised proceeds from A Share Offering will enhance the overall capital gain of the Company, which is consistent with the core objectives of the Company to ensure capital safety and liquidity. The impact of risk factors on the expected return of the Qingdao Bank Wealth Management Product Agreements is low, but the Company could get a higher rate of return as compared with fix term deposit in commercial banks in the PRC.
The Directors consider that the Qingdao Bank Wealth Management Agreements were entered into on normal commercial terms, are fair and reasonable, and the Qingdao Bank Wealth Management Agreements and the transactions contemplated thereunder are in the interests of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONS
As each of the transactions contemplated under the (i) Qingdao Bank Wealth Management Product Agreement No. 1, (ii) Qingdao Bank Wealth Management Product Agreement No. 2, (iii) Qingdao Bank Wealth Management Product Agreement No. 3, (iv) Qingdao Bank Wealth Management Product Agreement No. 4, (v) Qingdao Bank Wealth Management Product Agreement No. 5, (vi) Qingdao Bank Wealth Management Product Agreement No. 6, (vii) Qingdao Bank Wealth Management Product Agreement No. 7, (viii) Qingdao Bank Wealth Management Product Agreement No. 8, (ix) Qingdao Bank Wealth Management Product Agreement No. 9, (x) Qingdao Bank Wealth Management Product Agreement No. 10 and (xi) Qingdao Bank Wealth Management Product Agreement No. 11 were entered into with the same bank and are of similar nature, they will, in each case, be aggregated and treated as if there were one transaction with that bank for the purpose of calculating the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules.
The transactions contemplated under each of the Qingdao Bank Wealth Management Product Agreement No. 1 and the Qingdao Bank Wealth Management Product Agreement No. 2, whether on a stand-alone or on an aggregate basis, do not constitute discloseable transaction as each applicable percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules is below 5%. However, one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules, on an aggregate basis, in respect of the Qingdao Bank Wealth Management Product Agreements exceed 5% but are less than 25%. Therefore, the transactions contemplated under the Qingdao Bank Wealth Management Product Agreements constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirement.
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DEFINITIONS
Unless the context otherwise requires, the following terms used herein have the following meanings:
‘‘A Share Offering’’ the initial public offering of A shares of the Company on March 31, 2022 ‘‘Board’’ the board of Directors ‘‘Company’’ RemeGen Co., Ltd.* (榮昌生物製藥(煙台)股份有限公司), a company incorporated in the PRC with limited liability, the H shares and A shares of which are listed on the Main Board of the Stock Exchange (stock code: 9995) and the Science and Technology Innovation Board of the Shanghai Stock Exchange (stock code: 688331), respectively ‘‘connected person’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EUR’’ euro, the lawful currency of the European Union ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China ‘‘Qingdao Bank’’ Bank of Qingdao Co., Ltd. (青島銀行股份有限公司), a bank incorporated in the PRC
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‘‘Qingdao Bank Wealth Management Product Agreements’’
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‘‘Qingdao Bank Wealth Management Product Agreement No. 1’’
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‘‘Qingdao Bank Wealth Management Product Agreement No. 2’’
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‘‘Qingdao Bank Wealth Management Product Agreement No. 3’’
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‘‘Qingdao Bank Wealth Management Product Agreement No. 4’’
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‘‘Qingdao Bank Wealth Management Product Agreement No. 5’’
Qingdao Bank Wealth Management Product Agreement No.
1, Qingdao Bank Wealth Management Product Agreement No. 2, Qingdao Bank Wealth Management Product Agreement No. 3, Qingdao Bank Wealth Management Product Agreement No. 4, Qingdao Bank Wealth Management Product Agreement No. 5, Qingdao Bank Wealth Management Product Agreement No. 6, Qingdao Bank Wealth Management Product Agreement No. 7, Qingdao Bank Wealth Management Product Agreement No. 8, Qingdao Bank Wealth Management Product Agreement No. 9, Qingdao Bank Wealth Management Product Agreement No. 10 and Qingdao Bank Wealth Management Product Agreement No. 11
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated April 21, 2022 in relation to the purchase of wealth management product in the amount of RMB51.0 million
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated April 21, 2022 in relation to the purchase of wealth management product in the amount of RMB139.0 million
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated May 5, 2022 in relation to the purchase of wealth management product in the amount of RMB47.0 million
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated May 5, 2022 in relation to the purchase of wealth management product in the amount of RMB92.0 million
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated May 31, 2022 in relation to the purchase of wealth management product in the amount of RMB47.0 million
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‘‘Qingdao Bank Wealth Management Product Agreement No. 6’’
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated May 31, 2022 in relation to the purchase of wealth management product in the amount of RMB20.0 million
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‘‘Qingdao Bank Wealth Management Product Agreement No. 7’’
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated July 1, 2022 in relation to the purchase of wealth management product in the amount of RMB65.0 million
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‘‘Qingdao Bank Wealth Management Product Agreement No. 8’’
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated July 1, 2022 in relation to the purchase of wealth management product in the amount of RMB30.0 million
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‘‘Qingdao Bank Wealth Management Product Agreement No. 9’’
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated July 21, 2022 in relation to the purchase of wealth management product in the amount of RMB80.0 million
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‘‘Qingdao Bank Wealth Management Product Agreement No. 10’’
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated July 29, 2022 in relation to the purchase of wealth management product in the amount of RMB30.0 million
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‘‘Qingdao Bank Wealth Management Product Agreement No. 11’’
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the wealth management product agreement entered into between the Company and Qingdao Bank Yantai Subbranch dated July 29, 2022 in relation to the purchase of wealth management product in the amount of RMB50.0 million
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‘‘Qingdao Bank Yantai Technology sub-branch of Yantai Development Zone of Sub-branch’’ Bank of Qingdao Co., Ltd. (青島銀行股份有限公司煙台開 發區科技支行)
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‘‘RMB’’ Renminbi, the lawful currency of the PRC
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‘‘Shareholder(s)’’ holder(s) of the shares of the Company
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‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘USD’’
United States dollars, the lawful currency of the United States of America
‘‘%’’
percent
By order of the Board RemeGen Co., Ltd.* Mr. Wang Weidong Chairman and executive Director
Yantai, PRC July 29, 2022
As at the date of this announcement, the Board comprises Mr. Wang Weidong, Dr. Fang Jianmin, Dr. He Ruyi and Mr. Lin Jian as the executive Directors, Dr. Wang Liqiang and Dr. Su Xiaodi as the non-executive Directors, and Mr. Hao Xianjing, Dr. Ma Lan and Mr. Chen Yunjin as the independent non-executive Directors.
- For identification purpose only
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