BEIJING HEALTH (HOLDINGS) LIMITED 
By 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2389) SUBSCRIPTION OF NON-LISTED WARRANTS SUBSCRIPTION OF NON-LISTED WARRANTS
The Directors are pleased to announce that on 21 January 2013 (after the trading hours of the Stock Exchange), the Company as issuer had entered into the conditional Warrant Subscription Agreement with the Subscriber as subscriber in relation to the subscription of a total of 400,000,000 Warrants by the Subscriber, at the Warrant Issue Price of HK$0.001.
The Warrants entitle the Subscriber to subscribe for in aggregate 400,000,000 Warrant Shares at the Subscription Price of HK$0.22 per new Share (subject to adjustment) for a period commencing on the date falling three months after the date of issue of the Warrants and ending on the date falling 12 months after the date of issue of the Warrants. Each Warrant initially carries the right to subscribe for one new Share. In the event the Subscription Price, being initially at HK$0.22 per Warrant is adjusted pursuant to the terms of the Warrants, such number of Warrant Shares to be allotted and issued to the holder of the Warrants will be adjusted by dividing the total amount of the subscription moneys under the Warrants by the Adjusted Subscription Price. The total amount of the subscription moneys under the Warrant Subscription Agreement is HK$88,000,000.
Completion is subject to the fulfillment of the conditions stated in the section headed
"Conditions of Warrant Subscription" in this announcement.
It is intended that the net proceeds from the Warrant Subscription of approximately
HK$290,000 will be applied as general working capital of the Group.
The Warrant Shares will be issued under the General Mandate.
The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares which may fall to be allotted and issued upon exercise of the subscription rights attaching to the Warrants. No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges.
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Date: 21 January 2013 (after the trading hours of the Stock Exchange) Parties: (i) the Company; and
(ii) the Subscriber.
To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Subscriber is an Independent Third Party.
Number of WarrantsPursuant to the Warrant Subscription Agreement, the Subscriber has agreed to subscribe for and the Company has agreed to issue a total of 400,000,000 Warrants.
Warrant Issue PriceThe Warrant Issue Price is HK$0.001 per Warrant. Taking into account, among other fees, legal fees, printing expenses and the fees for the application of listing of the Warrant Shares, the net Warrant Issue Price is approximately HK$0.0007 per Warrant. It is intended that the net proceeds from Warrant Subscription of approximately HK$290,000 will be applied as general working capital of the Group.
Subscription Price
The Subscription Price is HK$0.22 per new Share, which is subject to adjustment based on the prescribed formulas as set out in the instrument creating the Warrants for the happening of the following events:
(1) alteration to the nominal amount of each of the Shares by reason of any subdivision or consolidation of Shares; or
(2) issue of Shares by way of capitalisation of profit or reserves; or
(3) capital distribution to all Shareholders; or
(4) grant to Shareholders rights to acquire for cash assets of the Company or any of its subsidiaries; or
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(5) offer to the Shareholders new Shares for subscription by way of rights, or grant of any options or warrants to all Shareholders to subscribe for new Shares, at a price which is less than 80% of the market price.
Every adjustment to the Subscription Price shall be certified either (at the option of the
Company) by the auditors of the Company or by an approved merchant bank.
It is intended that the net proceeds from the exercise of Warrants of approximately HK$88 million will be applied as general working capital and as funds for future development of the Group.
The Subscription Price represents (i) a premium of approximately 12.82% over the closing price of HK$0.1950 per Share as quoted on the Stock Exchange on 21 January 2013, being the date of entering into the Warrant Subscription Agreement; (ii) a premium of approximately 11.22% over the average of the closing prices of HK$0.1978 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the date of the Warrant Subscription Agreement; (iii) a premium of approximately 47.16% over the average of the closing prices of HK$0.1495 per Share as quoted on the Stock Exchange for the last thirty trading days immediately prior to the date of the Warrant Subscription Agreement; and (iv) a premium of approximately 95.61% over the net asset value per Share of approximately HK$0.1125 based on the audited consolidated financial statements of the Group as at 31 December 2011.
The aggregate of the Warrant Issue Price and the Subscription Price represents (i) a premium of approximately 13.33% over the closing price of HK$0.1950 per Share as quoted on the Stock Exchange on 21 January 2013, being the date of entering into the Warrant Subscription Agreement; (ii) a premium of approximately 11.73% over the average of the closing prices of HK$0.1978 per Share as quoted on the Stock Exchange for the last five trading days immediately preceding the date of the Warrant Subscription Agreement; (iii) a premium of approximately 47.83% over the average of the closing prices of HK$0.1495 per Share as quoted on the Stock Exchange for the last thirty trading days immediately prior to the date of the Warrant Subscription Agreement; and (iv) a premium of approximately 96.50% over the net asset value per Share of approximately HK$0.1125 based on the audited consolidated financial statements of the Group as at 31 December 2011.
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Having considered (i) there is a premium of the aggregate of the Warrant Issue Price and Subscription Price over the market price of the Shares; and (ii) the value of the Warrants the Subscriber are subscribing, the Board considers that both the Subscription Price and the aggregate of it with the Warrant Issue Price are fair and reasonable, which were determined after arm's length negotiations among the Company and the Subscriber, and are in the interests of the Company and the Shareholders as a whole.
The Warrants are transferable only to the Independent Third Parties and with the prior written consent of the Company, in integral multiples of 20,000,000 Warrants (or if at the time of transfer, the outstanding number of Warrants are less than 20,000,000 Warrants, the whole but not part of the outstanding Warrants). Apart from the aforesaid, there are no restrictions on the transfer of the Warrants from the Subscriber to other parties.
Completion DateCompletion will take place within three Business Days after the fulfillment of the conditions referred to in the section headed "Conditions of Warrant Subscription" below. Approximately HK$400,000, being the aggregate Warrant Issue Price for 400,000,000 Warrants, shall be payable by the Subscriber at Completion. The Subscription Price shall be payable by holder(s) of Warrants upon the exercise of the subscription rights attaching to the Warrants.
Information of the Warrants
The Warrants will be issued to the Subscriber upon Completion in registered form and constituted by a deed poll. The Warrants will rank pari passu in all respects among themselves.
Each Warrant initially carries the right to subscribe for one new Share at the Subscription Price and is issued at the Warrant Issue Price. In the event the Subscription Price, being initially at HK$0.22 per Warrant is adjusted pursuant to the terms of the Warrants, such number of Warrant Shares to be allotted and issued to the holder of the Warrants will be adjusted by dividing the total amount of the subscription moneys under the Warrants by the Adjusted Subscription Price. The total amount of the subscription moneys under the Warrant Subscription Agreement is HK$88,000,000.
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The subscription rights attaching to the Warrants may be exercised at any time during a period commencing on the date falling three months after the date of issue of the Warrants and ending on the date falling 12 months after the date of issue of the Warrants at integral multiples of 20,000,000 Warrants. Where the number of the outstanding Warrants is less than
20,000,000 Warrants, the Subscriber shall have the right to exercise the whole but not in part of the outstanding number of Warrants to subscribe for the Warrant Shares in cash at the Subscription Price per New Share. The Warrant Shares, when fully paid and allotted, will rank pari passu in all respects with the issued Shares in issue of the date of allotment and issue of such Warrant Shares. The integral multiples of 20,000,000 Warrants for the transfer of and exercise of the subscription rights under the Warrants was arrived at by the parties to the Warrant Subscription Agreement after taking into consideration of the costs and expenses for transferring or exercising the subscription rights under the Warrants.
Any subscription rights attaching to the Warrants which have not been exercised upon the expiration of the subscription period shall lapse.
Upon full exercise of the subscription rights attached to the Warrants at the initial Subscription Price, a total of 400,000,000 Warrant Shares (in aggregate nominal value of HK$40,000,000) will be issued, representing (i) approximately 9.47% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 8.65% of the issued share capital of the Company as enlarged by the Warrant Shares which may fall to be allotted and issued upon the full exercise of the subscription rights attaching to the Warrants. Based on the closing price of HK$0.1950 per Share as quoted on the Stock Exchange on 21 January 2013, being the Last Trading Day, the market value of the Warrant Shares is approximately HK$78 million.
Apart from the restriction on Warrant transfer as set out under the heading "Transferability" above, subject to the relevant provisions under the Listing Rules, there are no other prohibitions on the Company to issue further securities nor are there any limitation on the Subscriber to transfer the Warrant Shares under the Warrant Subscription Agreement.
Completion shall be subject to and conditional upon, among other things, the following:
(1) (if required) the Listing Committee of the Stock Exchange shall have approved the issue of the Warrants either unconditionally or subject to conditions to which neither the Company nor the Subscriber shall reasonably object and the satisfaction of such conditions;
(2) the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the Warrant Shares;
(3) the warranties given by the Company remaining true and accurate in all respects; and
(4) the warranties given by the Subscriber remaining true and accurate in all respects.
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The Subscriber may waive condition (3) above and the Company may waive condition (4) above. Conditions (1) and (2) are incapable of being waived. If the conditions of the Warrant Subscription Agreement are not fulfilled (or waived as the case may be) on or before 5:00 p.m. on or before 28 February 2013 (or such later date as may be agreed between the Company and the Subscriber), the Warrant Subscription Agreement will terminate and cease to have any effect and none of the parties shall have any claim against the other save for any antecedent breaches of the provisions thereof.
The holders of the Warrants will not have any right to attend or vote at any meeting of the Company by virtue of them being the holders of the Warrants. The holders of the Warrants shall not have the right to participate in any distributions and/or offers of further securities made by the Company.
Mandate to issue the Warrant Shares
The Warrant Subscription is not subject to the Shareholders' approval.
The General Mandate was granted to the Directors at the annual general meeting of the
Company held on 18 May 2012, subject to the limit up to 844,955,000 Shares (representing
20% of the aggregate nominal amount of the share capital of the Company in issue on that date).
The General Mandate has not been utilised prior to the date of this announcement.
The Warrant Shares will be allotted and issued under the General Mandate. The 400,000,000
Warrant Shares to be allotted and issued will utilise approximately 47.34% of the General
Mandate.
The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares which may fall to be allotted and issued upon exercise of the subscription rights attaching to the Warrants. No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges.
REASONS FOR WARRANT SUBSCRIPTION
The Group is principally engaged in property development and investment and manufacturing and trading of power tools.
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The Board considers that Warrant Subscription represents an opportunity to raise additional funds for the Company while broadening the Shareholder and capital base of the Company. The net proceeds from Warrant Subscription, after the deduction of the related expenses, are estimated to be approximately HK$290,000, representing a net issue price of approximately HK$0.0007 per Warrant. The net proceeds will be applied by the Group as general working capital.
The Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the date of this announcement.
CHANGES OF SHAREHOLDING STRUCTURE
As at the date of this announcement, the Company has 4,224,775,000 Shares in issue. The shareholding structure of the Company before and after the full exercise of the subscription rights attaching to the Warrants are as follows:
The shareholding structure of the Company before and after Completion is as follows:
'
Number of Shares Approximate % Number of Shares Approximate %
Ms Shen Ling Zhao (Note 1) | 70,148,000 | 1.66% | 70,148,000 | 1.52% | |||
Grand Vision Group Limited (Note 2) | 2,268,403,000 | 53.69% | 2,268,403,000 | 49.05% | |||
Hillfame Holdings Limited (Note 3) | 795,718,000 | 18.83% | 795,718,000 | 17.21% | |||
Public Shareholders The Subscriber | - | - | 400,000,000 | 8.65% | |||
Other public Shareholders | 1,090,506,000 | 25.82% | 1,090,506,000 | 23.57% | |||
4,224,775,000 | 100.00% | 4,624,775,000 | 100.00% | ||||
Notes: |
1. Ms Shen Ling Zhao is the spouse of Mr Wang Zhen Chun, the chairman of the Board and an executive
Director.
2. Grand Vision Group Limited is a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by Mr Wang Zhen Chun, the chairman of the Board and an executive Director.
3. Hillfame Holdings Limited is a company incorporated in the British Virgin Islands, the entire issued share capital of which is beneficially owned by Mr Wang Zhen Chun, the chairman of the Board and an executive Director.
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DEFINITIONS
Terms or expressions used in this announcement shall, unless the context otherwise requires, have the meanings ascribed to them below:
"Adjusted Subscription
Price"
the Subscription Price being adjusted pursuant to the terms
of the Warrants
"Board" the board of Directors
"Business Day" a day on which the banks are open for business in Hong Kong (other than Saturday and any day on which a tropical cyclone warning No. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon)
"Company" Genvon Group Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares are listed on the Main Board of the Stock Exchange
"Completion" completion of Warrant Subscription in accordance with the terms and conditions of the Warrant Subscription Agreement
"connected persons" has the meanings ascribed thereto under the Listing Rules
"Directors" the directors of the Company
"General Mandate" t h e general mandate granted to the D irectors by the Shareholders pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 18 May
2012, pursuant to which a maximum of 844,955,000 new Shares may fall to be allotted and issued as at the date of this announcement
"Group" the Company and its subsidiaries
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"Hong Kong" t h e Hong Kong Special Administrative Region of the
People's Republic of China
"Independent Third
Party(ies)"
independent third parties who are not connected person(s) (as defined in the Listing Rules) of the Company and are independent of and not connected with the Company and directors, chief executive, controlling shareholders and substantial shareholders of the Company or any of its
subsidiaries or their respective associates
"Last Trading Day" 21 January 2013, being the last trading day for the Shares prior to this announcement
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Share(s)" ordinary share(s) of HK$0.10 each in the capital of the
Company
"Shareholders" holders of the issued Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subscriber"
