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WeRide Inc. — Capital/Financing Update 2002
Jan 11, 2002
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Download source fileThe Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
FAR EAST PHARMACEUTICAL TECHNOLOGY COMPANY LIMITED
( 遠 東 生 物 制 藥 科 技 有 限 公 司 )
(incorporated in the Cayman Islands with limited liability)
ISSUE OF THE TRANCHE 2 BONDS
The Directors announce that the Company issued the Tranche 2 Bonds of an aggregate principal amount of US$4,000,000 (equivalent to approximately HK$31,200,000) to CSFB and the subscription funds of US$4,000,000 (equivalent to approximately HK$31,200,000) were released by the Escrow Agent to the Company on 10th January 2002.
CSFB has waived certain conditions in relation to the issue of the Tranche 2 Bonds and the issue of Shares pursuant to the conversion of the Tranche 2 Bonds.
The Directors note the increase in the trading volume and price of the Shares today and wish to state that they are not aware of any reason for such increase save as disclosed in this announcement.
Reference is made to the announcement dated 14th August 2001 ("Announcement") in relation to the issue by the Company of up to an aggregate amount of US$12,000,000 2.5 per cent. unlisted and unsecured redeemable bonds to Credit Suisse First Boston (Hong Kong) Limited ("CSFB") and the announcements dated 14th December 2001 and 7th January 2002 in relation to the exercise of options under the Subscription Agreement. Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Announcement.
ISSUE OF THE TRANCHE 2 BONDS
On 10th January 2002, the Company issued the Tranche 2 Bonds of an aggregate principal amount of US$4,000,000 (equivalent to approximately HK$31,200,000) to CSFB and the subscription funds of US$4,000,000 (equivalent to approximately HK$31,200,000) were released by the Escrow Agent to the Company.
WAIVER OF CONDITIONS OF THE ISSUE OF THE TRANCHE 2 BONDS
According to the Announcement, completion of the issue of the Tranche 2 Bonds is conditional on, among other things, the obtaining of the approvals from the shareholders of the Company for the grant of the option exercisable by CSFB in relation to the issue of the Tranche 2 Bonds and the issue of Shares pursuant to the conversion of the Tranche 2 Bonds. The Subscription Agreement stipulates that CSFB may at its discretion waive the whole or any part of the aforesaid conditions. On 10th January 2002, CSFB waived such conditions in relation to the issue of the Tranche 2 Bonds and the issue of Shares pursuant to the conversion of the Tranche 2 Bonds.
SHAREHOLDING STRUCTURE
As at the date of this announcement, the total number of issued Shares is 417,284,000. If the Tranche 2 Bonds are converted in full based on the Fixed Conversion Price of HK$1.91 per Share, the maximum number of Shares to be issued will be 16,335,079, representing approximately 3.91 per cent. and approximately 3.77 per cent. of the existing issued share capital and the enlarged issued share capital of the Company respectively, after taken into account the maximum number of 16,335,079 new Shares which will have been issued pursuant to the conversion of the Tranche 2 Bonds.
Great Wall Investment Group Limited ("Great Wall") is currently the single largest shareholder of the Company, holding 249,800,000 Shares, representing approximately 59.86 per cent. of the existing issued share capital of the Company. The approximate shareholdings of Great Wall in the Company immediately before the conversion of the Tranche 2 Bonds and immediately after the conversion of the Tranche 2 Bonds are as follows:
Immediately before Immediately after
the conversion of the conversion of
the Tranche 2 Bonds the Tranche 2 Bonds
Great Wall 59.86% 57.61%
Up to 73,548,800 new Shares can be allotted and issued under the general mandate ("General Mandate") granted to the board of Directors during the annual general meeting of the Company held on 29th November 2001. As at the date of this announcement, up to 44,008,800 new Shares can be allotted and issued under the General Mandate.
If the maximum number of Shares which may be issued upon full conversion of the Tranche 2 Bonds exceeds the limit under the General Mandate (after taken into account the maximum number of Shares which may be issued upon full conversion of the Additional Tranche 1 Bonds) or any other general mandate granted to the board of Directors to allot and issue Shares by shareholders in existence prior to the issue of Shares pursuant to the conversion of the Tranche 2 Bonds, the Company would be obliged to seek its shareholders' approval for the issue of such Shares pursuant to the conversion of the Tranche 2 Bonds.
INCREASE IN TRADING VOLUME AND PRICE OF THE SHARES
The Directors note the increase in the trading volume and price of the Shares today and wish to state that they are not aware of any reason for such increase save as disclosed in this announcement.
Save as disclosed above, the Directors confirm that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement nor are the Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.
By Order of the Board
Far East Pharmaceutical Technology Company Limited
Cai Chong Zhen
Chairman
Hong Kong, 10th January 2002
Please also refer to the published version of this announcement in the Hong Kong i-Mail.