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Uni-Bio Science Group Limited Capital/Financing Update 2021

Dec 21, 2021

49397_rns_2021-12-21_6ebb2a5e-e436-43c5-83ca-8f5711880e5a.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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UNI-BIO SCIENCE GROUP LIMITED 聯康生物科技集團有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0690)

DISCLOSEABLE AND CONNECTED TRANSACTIONS TRANSACTION ARRANGEMENTS: DELAY IN COMPLETION OF WTGL SP AGREEMENT

Reference is made to the announcements of the Company dated 25 February 2019, 25 March 2019, 31 December 2019, 22 June 2020 and 11 August 2020 and the circulars of the Company dated 8 February 2019 and 15 September 2020 (‘‘2020 Circular’’) in relation to the transactions contemplated under the Figures Up SP Agreement and the WTGL SP Agreement, that is, the Transaction Arrangements. Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as those defined in the 2020 Circular.

Pursuant to the WTGL SP Agreement, the WTGL Sale Shares Completion Long Stop Date, being the last date of which all the conditions precedent to the WTGL Sale Shares Completion shall be fulfilled to proceed to WTGL Sale Shares Completion, is on 31 December 2021 (or such other date as Vendor B and Purchaser B may agree in writing).

Due to new additional requirements on the part of WTGL B as prescribed by the relevant government authority, additional time is required for the transfer of the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land to be completed, which is one of conditions precedent to the WTGL Sale Shares Completion. As a result, to allow sufficient time for WTGL B to be ready for the Group to transfer the title of the land use rights of the WTGL Land and property rights of the buildings constructed on the WTGL Land and proceed to WTGL Sale Shares Completion, the parties to the WTGL SP Agreement entered into a supplemental agreement on 21 December 2021 to extend the WTGL Sale Shares Completion Long Stop Date to a date falling on or before 31 December 2022 (or such other date as Vendor B and Purchaser B may agree in writing).

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As at the date of this announcement, the WTGL Split-off has been completed and the WTGL Land and Property Rights Completion has taken place, whereby the WTGL Land and Property Rights have been transferred to Purchaser B and the Group has ceased to account for such economic benefits. From the accounting perspective, the risks and benefits relating to the WTGL Land and Property Rights have been transferred to Purchaser B and the Group has since then derecognised the assets in relation to the WTGL Land and Property Rights in the Group’s statement of financial position. In addition, the Group has received all the WTGL Consideration, including the third phase payment thereof of RMB12,000,000 from Purchaser B, in accordance with the terms of the WTGL SP Agreement.

Save for the extension of the WTGL Sale Shares Completion Long Stop Date, all terms and conditions in the WTGL SP Agreement remain unchanged and in full force and effect.

On behalf of the Board Uni-Bio Science Group Limited Kingsley Leung Chairman

Hong Kong, 21 December 2021

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Kingsley Leung (Chairman), Mr. Chen Dawei (Vice-Chairman) and Mr. Zhao Zhi Gang; one non-executive Director, Mr. Yau Kwok Wing Tony; and three independent non-executive Directors, namely, Mr. Chow Kai Ming, Mr. Ren Qimin and Mr. Ma Qingshan.

  • For identification purpose only

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