Sinopharm Tech Holdings Limited — Share Issue/Capital Change 2021

Nov 4, 2021

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 October 2021

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Sinopharm Tech Holdings Limited Date Submitted: 04 November 2021

I. Movements in Authorised / Registered Share Capital

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	08156		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		16,000,000,000			HKD	0.0125		HKD	200,000,000
Increase / decrease (-)								HKD
Balance at close of the month		16,000,000,000			HKD	0.0125		HKD	200,000,000

Total authorised/registered share capital at the end of the month: HKD

200,000,000

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II. Movements in Issued Shares

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	08156		Description
Balance at close of preceding month		4,403,983,734
Increase / decrease (-)		133,705,046
Balance at close of the month		4,537,688,780

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				08156
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	Share Option Scheme Exercise Price HK$0.33 (Remark 1)	90,800,000					90,800,000			66,080,000		0
General Meeting approval date (if applicable)		31 January 2013
2).	Share Option Scheme Exercise Price HK$0.33 (Remark 2)	88,950,000	Lapsed		-600,000		88,350,000			53,010,000		0
General Meeting approval date (if applicable)		31 January 2013
3).	Share Option Scheme Exercise Price HK$0.25 (Remark 3)	77,000,000					77,000,000			30,800,000		357,537,680
General Meeting approval date (if applicable)		09 June 2021

Total A (Ordinary shares):

Total funds raised during the month from exercise of options:

Remarks:

1. 90,800,000 share options granted on 14 August 2019 and accepted by the grantees shall be exercisable in stages from 1 January 2020 up to 31 December 2022 (both days inclusive).

2. 92,800,000 share options granted on 7 January 2020 and accepted by the grantees shall be exercisable in stages from 1 June 2020 up to 31 December 2022 (both days inclusive).

3. 77,000,000 share options granted on 27 August 2021 and accepted by the grantees shall be exercisable in stages from 1 October 2021 up to 30 September 2024 (both days inclusive).

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(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)					08156
Description of the Convertibles			Currency	Amount at close of preceding month		Movement during the month				Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto (C)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Convertible Bonds due on 17 January 2022 (Remark)		HKD	89,625,000						89,625,000			405,542,986
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)			Bond/Notes HKD 0.221 22 March 2021
2).	Convertible Bonds due on 21 February 2023		HKD	50,000,000						50,000,000			172,413,793
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)			Bond/Notes HKD 0.29 20 November 2020

Total C (Ordinary shares):

Remarks:

An ordinary resolution was passed at the extraordinary general meeting of the Company held on 22 March 2021 to approve the fifth amendment agreement entered into between the Company and the bondholder to amend some principal terms of the convertible bonds, including to extend the maturity date of the convertible bonds for one year from 17 January 2021 to 17 January 2022. Its conversion price shall be amended from HK$0.34 to HK$0.221 per conversion share (subject to adjustment), which can be converted into the maximum number of 405,542,986 shares of the Company. The interest rate of the convertible bonds shall be increased to 10% per annum and paid annually (the “Fifth Amendments”). Save for the Fifth Amendments, all other terms and conditions of the convertible bonds shall remain unchanged. For details, please refer to the announcement of the Company dated 19 January 2021 and 22 March 2021 and the circular of the Company dated 5 March 2021.

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable

(E). Other Movements in Issued Share

1. Type of shares issuable (Note 5 and 6)	1. Type of shares issuable (Note 5 and 6)	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)						08156
Type of Issue			At price (if applicable)					Issue and allotment date (Note 5 and 6)		General Meeting approval date (if applicable)		No. of new shares of issuer issued during the month pursuant thereto (E)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Currency	Amount
1).	Other (Please specify)		HKD	0.26				20 October 2021		11 October 2021		133,705,046
	Loan capitalisation
			Total E (Ordinary shares):									133,705,046
Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)												133,705,046

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

• (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by:

HO Kam Kin

Title:

Company Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

2. SEHK refers to Stock Exchange of Hong Kong.

3. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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3.

“Identical” means in this context:

• ．

the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

• ． exactly the same sum (gross and net); and

• ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

If there is insufficient space, please submit additional document.

1. In the context of repurchase of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

4. ． “type of shares issuable” should be construed as “type of shares repurchased”; and

5. ． “issue and allotment date” should be construed as “cancellation date”

In the context of redemption of shares:

• ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “type of shares issuable” should be construed as “type of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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