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WeRide Inc. — Capital/Financing Update 2003
May 7, 2003
49472_rns_2003-05-07_129467a1-18dd-43e3-938c-50a817839ab0.pdf
Capital/Financing Update
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The 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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares of the Company.
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)
DISCLOSURE PURSUANT TO PRACTICE NOTE 19
The Directors announce that the Company entered into the Loan Agreement on 7th May, 2003 with, inter alios, a syndicate of banks for a 3-year unsecured loan facility of US$31,000,000. Under the Loan Agreement, it would be an event of default if Mr. Cai Chong Zhen ceases to be the chairman of the Group and/or Great Wall ceases to be the legal and registered holder of 35% of the entire issued share capital of the Company.
The Directors make this announcement in compliance with the general disclosure obligation under paragraph 3.7.1 of Practice Note 19 of the Listing Rules.
On 7th May, 2003, the Company entered into a Loan Agreement with a syndicate of banks for a 3-year unsecured loan facility of US$31,000,000 to be used to finance the Company’s general funding requirements.
Under the Loan Agreement, the Company is required to give an undertaking to ensure that, during the continuance of the Loan Agreement, Mr. Cai Chong Zhen will at all times remain as the chairman of the Group and that Great Wall will at all times be the legal and registered holder, free from any encumbrances thereon, of not less than 35% of the entire issued share capital of the Company from time to time.
The non-performance or non-compliance of the aforesaid undertaking will constitute an event of default under the Loan Agreement. Upon the occurrence of an event of default, the lenders may by written request declare (a) the Loan outstanding together with accrued interest and all other sums payable under the Loan Agreement become immediately due and payable; and/or (b) the facility under the Loan Agreement terminated and no further advances is allowed.
At the date of this announcement, Mr. Cai Chong Zhen is the chairman of the Group and Great Wall is the legal and registered holder of 255,800,000 shares of the Company, representing approximately 50.26% of the entire issued share capital of the Company. In the event of a breach of the aforesaid undertaking, an announcement will be made by the Company to that effect.
Given the above, the Directors make this announcement in compliance with the general disclosure obligation under paragraph 3.7.1 of Practice Note 19 of the Listing Rules.
Save as disclosed herein, the Directors considered that there is no other general disclosure obligations under Practice Note 19 of the Listing Rules as at the date of this announcement. The Directors undertake to comply with the continuing disclosure requirements under paragraph 3.9 of the Practice Note 19 of the Listing Rules.
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DEFINITIONS
Expressions
Meanings
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“Company” Far East Pharmaceutical Technology Company Limited, an exempted company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Stock Exchange
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“Director(s)” the director(s) of the Company
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“Great Wall” Great Wall Investment Group Limited, a company incorporated in the British Virgin Islands and act as the trustee of The Great Wall Unit Trust, a unit trust of which all of the units in issue are owned by Ansbacher (BVI) Limited in its capacity as the trustee of The C & C Trust, a discretionary family trust of which the objects include Mr. Cai Chong Zhen and his spouse and the family members of Mr. Chen Ching Ken, a Director
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“Group” the Company and its subsidiaries
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“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
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“Loan” the aggregate principal amount drawn and for the time being outstanding pursuant to the facility available under the Loan Agreement
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“Loan Agreement” the loan agreement dated 7th May, 2003 to be entered into by, among others, the Company as borrower and a syndicate of banks with respect to the Loan
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“Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange
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“Stock Exchange” The Stock Exchange of Hong Kong Limited
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“US$” lawful currency of the United States of America
By order of the board of Far East Pharmaceutical Technology Company Limited Cai Chong Zhen Chairman
Hong Kong, 7th May, 2003
Please also refer to the published version of this announcement in The Standard.
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