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.
GOLDEN MEDITECH HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code : 00801) DISCLOSEABLE TRANSACTION ACQUISITION OF 30% EQUITY INTEREST IN BEIJING GUOHUA JIEDI THE ACQUISITION
The Board is pleased to announce that on 18 July 2014, the Purchaser, a non-wholly owned subsidiary of the Company, entered into the Equity Transfer Agreement with the Vendor, an Independent Third Party, pursuant to which the Purchaser has agreed to acquire and the Vendor has agreed to sell, 30% equity interest in Beijing Guohua Jiedi at a cash consideration equivalent to approximately HK$154 million, subject to the terms and conditions therein.
Upon Completion, the Purchaser will hold the entire equity interest in Beijing Guohua Jiedi, which owns 82.73% equity interest in Beijing Qinghe Hospital. The remaining 17.27% equity interest in Beijing Qinghe Hospital is owned by an affiliated party of the PRC government, an Independent Third Party.
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the transaction contemplated under the Equity Transfer Agreement exceed 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
- 1 -
Date
18 July 2014
Parties
(1) Vendor: �}jJfì
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries and so far as the Directors are aware, the Vendor and its ultimate beneficial owners are Independent Third Parties.
(2) Purchaser: �wff��lf1(9=�)1f!%RJ (Golden Meditech Hospital Management (China) Limited*), a company incorporated in the PRC with limited liability and a non-wholly owned subsidiary of the Company.
Assets to be acquired
Pursuant to the Equity Transfer Agreement, the assets to be acquired by the Purchaser represent 30% equity interest in Beijing Guohua Jiedi, an indirect non-wholly owned subsidiary of the Company. Beijing Guohua Jiedi has a 82.73% equity interest in Beijing Qinghe Hospital, an indirect non-wholly owned subsidiary of the Company.
Consideration and Terms of Payment
Pursuant to the Equity Transfer Agreement, the Purchaser shall acquire 30% equity interest in Beijing Guohua Jiedi for a cash consideration equivalent to approximately HK$154 million, subject to the terms and conditions therein.
As at the date of this announcement, the cash consideration of approximately HK$54 million has already been paid by the Purchaser to an account designated by the Vendor.
- 2 -
The remaining Consideration, being HK$100 million, will be satisfied by the
Purchaser in the following manner:-
(i) HK$50 million is payable by the Purchaser to an account designated by the
Vendor on or before 26 May 2015; and
(ii) HK$50 million is payable by the Purchaser to an account designated by the
Vendor on or before 26 May 2016.
The Consideration shall be funded through the internal resources of the Group.
Completion of the Acquisition shall take place on the date of completion of registration with the relevant administration for industry and commerce authorities, evidencing that the Purchaser holds 100% equity interest in Beijing Guohua Jiedi.
The Consideration was agreed after arm's length negotiations between the Purchaser and the Vendor, taking into consideration, amongst other things, (i) the net assets value of Beijing Guohua Jiedi Group as at 31 March 2014; (ii) future prospects of the business of Beijing Guohua Jiedi Group and the underlying Beijing Qinghe Hospital; and (iii) the registered capital of Beijing Guohua Jiedi paid by the Vendor.
INFORMATION ON BEIJING GUOHUA JIEDI
Beijing Guohua Jiedi is incorporated under the laws of the PRC. The primary activity of Beijing Guohua Jiedi is investment holding, and through its subsidiary, Beijing Qinghe Hospital, engages in hospital management and related services. Beijing Guohua Jiedi owns 82.73% equity interest in Beijing Qinghe Hospital. The remaining
17.27% equity interest in Beijing Qinghe Hospital is owned by an affiliated party of the PRC government, an Independent Third Party.
Based on the unaudited management accounts of Beijing Guohua Jiedi Group, as at March 31, 2014, the net assets value of Beijing Guohua Jiedi Group amounted to approximately HK$795 million. Since Beijing Qinghe Hospital related hospital asset was yet to commence full scale operation, Beijing Guohua Jiedi Group recorded net losses for each of the two years ended 31 March 2013 and 2014 of HK$27 million and HK$42 million, respectively.
- 3 -
As at the date of this announcement, Beijing Guohua Jiedi is 70% owned by the Purchaser and is an indirect non-wholly owned subsidiary of the Company, its financial results are already consolidated in the Group's consolidated financial statements. Upon Completion, the Purchaser will hold the entire equity interest in Beijing Guohua Jiedi.
The Group is recognised as a first-mover in China's healthcare industry. By turning our industry insight into strategies, we have successfully identified opportunities in the market which allow us to establish dominant positions in each of the businesses we operate in. Our strengths in innovation, market expertise, stringent demand on quality, proven strategies and ability to capture emerging market opportunities have enabled us to unleash the intrinsic values of each business unit and effectively accelerated our business growth.
Focusing on hospital management and related services, the Group is the first wholly-owned foreign enterprise licensed as a nationwide hospital management operator in China, currently owns and manages two reputable hospitals in Beijing and Shanghai. The Shanghai East International Medical Center is a renowned hospital serving high-end Chinese and foreign expatriates in Shanghai. The Beijing Qinghe Hospital specialises in haematology and houses departments of various medical disciplines such as obstetrics and gynaecology, paediatrics, ophthalmology and dentistry to address patients with different needs. Located at Haidian District in Beijing with a total floor area of approximately 75,000 m2, the Beijing Qinghe Hospital is designed to meet the highest healthcare standards in the Mainland China.
The Company is of the view that the Acquisition contemplated under the Equity Transfer Agreement aligns with the Group's growth strategy by expanding its hospital management business, and at the same time, streamlines the organizational structure of the Group. The Directors consider that the Acquisition is timely and can potentially further enhance profit contribution of the Beijing Qinghe Hospital to the Group as its medical service offerings continue to ramp up and hospital bed occupancy rate to grow substantially.
The Directors consider that the terms and conditions of the Equity Transfer Agreement, including the consideration thereof, are fair and reasonable and that the entering into of the Equity Transfer Agreement is in the interests of the Group and the Shareholders as a whole.
- 4 -
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the transaction contemplated under the Equity Transfer Agreement exceed 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below:
"Acquisition" the acquisition by the Purchaser from the Vendor of the
30% equity interest in Beijing Guohua Jiedi pursuant to the Equity Transfer Agreement
"Board" the board of Directors
"Beijing Guohua Jiedi" �}j�-�fftff��lf11f!%RJ (Beijing Guohua Jiedi Hospital Management Company Limited*), a company incorporated in the PRC with limited liability and a
non-wholly owned subsidiary of the Company
"Beijing Guohua Jiedi
Group"
Beijing Guohua Jiedi and its 82.73% owned subsidiary -
Beijing Qinghe Hospital
"Beijing Qinghe
Hospital"
�}j ff�1f!%RJ (Beijing Qinghe Hospital
Company Limited*), a company incorporated in the PRC
with limited liability and a non-wholly owned subsidiary of the Company
"Company" Golden Meditech Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 00801)
"Completion" completion of the sale and purchase of the 30% equity interest in Beijing Guohua Jiedi in accordance with the terms and conditions of the Equity Transfer Agreement
- 5 -
"connected person(s)" as defined in the Listing Rules
"Consideration" consideration for the Acquisition, equivalent to approximately HK$154 million
"Director(s)" director(s) of the Company
"Equity Transfer
Agreement"
the shareholding transfer agreement relating to the 30%
equity interest in Beijing Guohua Jiedi entered into between the Vendor and the Purchaser dated 18 July 2014
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the
People's Republic of China
"Independent Third
Party"
a party and, if applicable, the ultimate beneficial owner of the party who is not fallen into the definition of connected persons of the Company under Chapter 14A of the Listing Rules and independent of the connected persons of the Company and their associates (as defined in the Listing
Rules)
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"PRC" or "China" the People's Republic of China
"Purchaser" �wff��lf1(9=�)1f!%RJ (Golden Meditech Hospital Management (China) Company Limited*), a company incorporated in the PRC with limited liability and holds
70% equity interest in Beijing Guohua Jiedi as at the date of this announcement
"Share(s)" ordinary shares of HK$0.20 each in the share capital of the
Company
"Shareholder(s)" holder(s) of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
- 6 -
"Vendor" �}jJfì
Property Investment Limited*), a company incorporated in the PRC with limited liability and holds 30% equity interest in Beijing Guohua Jiedi as at the date of this announcement
* The English name is for identification purpose only
By order of the Board
Golden Meditech Holdings Limited Kam YuenChairman
Hong Kong, 18 July 2014
As at the date of this announcement, the Board comprises 9 directors. The executive directors are Mr. KAM Yuen (Chairman), Mr. LU Tian Long, Mr. KONG Kam Yu and Mr. YU Kwok Kuen, Harry, the non-executive director is Ms. ZHENG Ting and the independent non-executive directors are Prof. CAO Gang, Mr. FENG Wen, Mr. GAO Zong Ze and Prof. GU Qiao.
- 7 -
|
distributed by
|
