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Sinopharm Tech Holdings Limited — Capital/Financing Update 2021
Jun 24, 2021
51300_rns_2021-06-24_753f5799-8368-4688-8798-d12883ddd7fa.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.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Sinopharm Tech Holdings Limited.
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SINOPHARM TECH HOLDINGS LIMITED 國藥科技股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8156)
SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO
(1) CONNECTED TRANSACTIONS: LOAN CAPITALISATION INVOLVING ISSUE OF NEW SHARES UNDER GENERAL MANDATE; AND
(2) LOAN CAPITALISATION INVOLVING ISSUE OF NEW SHARES UNDER GENERAL MANDATE
Reference is made to the announcement of Sinopharm Tech Holdings Limited (the “ Company ”) dated 8 June 2021 (the “ Announcement ”) in relation to (i) the connected transactions: Loan Capitalisation involving issue of new Shares under General Mandate; and (ii) the Loan Capitalisation involving issue of new Shares under General Mandate. Terms used herein shall have the same meanings as those defined in the Announcement, unless otherwise specified.
The Board would like to provide the Shareholders and potential investors of the Company with additional information that the five Loan Capitalisation Agreements are not inter-conditional with each other. Furthermore, the Fourth Subscriber and the Fifth Subscriber are not connected persons and not any of the associates of the connected persons of the Company. Therefore, the Fourth Loan Capitalisation Agreement and the Fifth Loan Capitalisation Agreement are not subject to the Independent Shareholders’ approval at the EGM.
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Each of the First Subscriber, the Second Subscriber and the Third Subscriber and their respective associates as illustrated in the table below are required to abstain from voting on the resolution(s) at the EGM respectively regarding the First Loan Capitalisation Agreement, the Second Loan Capitalisation Agreement and the Third Loan Capitalisation Agreement and the transactions contemplated thereunder:
| The parties (the “Parties”) who shall be required to abstain from voting on the resolution(s) at the EGM |
Capacity | Shareholding of the Parties as at the date of the Announcement dated 8 June 2021 |
Shareholding of the Parties as at the date of the Announcement dated 8 June 2021 |
|
|---|---|---|---|---|
| Number of Shares |
Approximate % |
|||
| The First Loan Capitalisation Agreement |
- The First Subscriber | The contracted party and the Director |
4,000,000 (which are share options if being exercised) |
0.09 |
| - The Second Subscriber |
by virtue of being an associate (mother) of the First Subscriber |
4,656,000 (beneficial interest) |
0.11 | |
| 4,000,000 (which are share options if being exercised) |
0.09 | |||
| - Mr. CHAN Tung Mei | by virtue of being an associate (father) of the First Subscriber |
3,020,000 (beneficial interest) |
0.07 | |
| 3,600,000 (which are share options if being exercised) |
0.08 | |||
| - Ms. CHAN Siu Sarah | by virtue of being an associate (sister) of the First Subscriber |
7,235,000 (beneficial interest) |
0.17 | |
| 3,600,000 (which are share options if being exercised) |
0.08 | |||
| - Best Frontier Investments Limited (owned as to 99.89% and 0.11% by the Second Subscriber and Mr. CHAN Tung Mei respectively) |
by virtue of being an associate of the First Subscriber |
632,920,856 (beneficial interest) |
14.57 |
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| The Second Loan Capitalisation Agreement |
- The Second Subscriber |
The contracted party and the Director |
4,656,000 (beneficial interest) |
0.11 |
|---|---|---|---|---|
| 4,000,000 (which are share options if being exercised) |
0.09 | |||
| - Mr. CHAN Tung Mei | by virtue of being a close associate (spouse) of the Second Subscriber |
3,020,000 (beneficial interest) |
0.07 | |
| 3,600,000 (which are share options if being exercised) |
0.08 | |||
| - The First Subscriber | by virtue of being an associate (son) of the Second Subscriber |
4,000,000 (which are share options if being exercised) |
0.09 | |
| - Ms. CHAN Siu Sarah | by virtue of being an associate (daughter) of the Second Subscriber |
7,235,000 (beneficial interest) |
0.17 | |
| 3,600,000 (which are share options if being exercised) |
0.08 | |||
| - Best Frontier Investments Limited (owned as to 99.89% and 0.11% by the Second Subscriber and Mr. CHAN Tung Mei respectively) |
by virtue of being a close associate of the Second Subscriber |
632,920,856 (beneficial interest) |
14.57 | |
| The Third Loan Capitalisation Agreement |
- The Third Subscriber | The contracted party and by virtue of being a close associate (spouse) of a director (Mr. Fung King Him Daniel) of the Company’s subsidiary |
2,150,000 (beneficial interest) |
0.05 |
| - Mr. Fung King Him Daniel |
by virtue of being a close associate (spouse) of the Third Subscriber |
7,698,000 (beneficial interest) |
0.18 | |
| 26,545,000 (which are share options if being exercised) |
0.61 |
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The additional information above does not affect any information set out in the Announcement. Saved as disclosed above, all other information contained in the Announcement remains unchanged and shall continue to be valid for all purposes.
By order of the Board Sinopharm Tech Holdings Limited 國藥科技股份有限公司 CHAN Ting Chairperson
Hong Kong, 24 June 2021
As at the date of this announcement, the Board comprises Mr. CHAN Ting, Mr. LIAO Zhe and Mr. CHEUK Ka Chun Kevin as executive Directors, Madam CHEUNG Kwai Lan and Dr. CHENG Yanjie as non-executive Directors and Mr. LAU Fai Lawrence, Dr. LIU Ta-pei and Mr. CHAU Wai Wah Fred as independent non-executive Directors.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the “Latest Listed Company Information” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the website of the Company at www.sinopharmtech.com.hk.
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