BEIJING HEALTH (HOLDINGS) LIMITED 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.
This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2389) PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent
On 10 March 2015 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent for the placing of up to an aggregate of 465,000,000 new Shares to the Placees at the Placing Price of HK$0.52 per Placing Share.
The maximum number of 465,000,000 Placing Shares represents (i) approximately
10.26% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 9.31% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares, assuming that there will be no Shares other than the Placing Shares to be allotted and issued prior to the completion of the Placing.
The Placing Shares will be issued under the General Mandate. Therefore, the issue of the
Placing Shares will not be subject to the approval of the Shareholders.
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On 10 March 2015 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent for the placing of up to an aggregate of 465,000,000 new Shares to the Placees at the Placing Price of HK$0.52 per Placing Share.
THE PLACING AGREEMENT Date : 10 March 2015 Issuer : The Company Placing Agent : Vision Finance International Company Limited
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save that Mr. Liu Xue Heng, an executive Director of the Company, is interested in
5.25% issued share capital of the Placing Agent, the Placing Agent and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined under the Listing Rules).
Pursuant to the Placing Agreement and subject to the provisions contained therein, the Company appoints the Placing Agent to the exclusion of others, and the Placing Agent, relying on the representations, warranties and undertakings contained therein, agrees as agent for the Company during the Placing Period to procure the Placees on a best effort basis to subscribe for up to 465,000,000 Placing Shares at the Placing Price per Placing Share.
It is expected that there will be not less than six Placees which will be individuals, corporate, institutional investors or other investors procured by the Placing Agent. The Placee(s) and their ultimate beneficial owners(s) (if applicable) will be Independent Third Party(ies).
It is expected that none of the Placees will become a substantial Shareholder of the Company immediately after the Placing.
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The maximum number of 465,000,000 Placing Shares represents (i) approximately 10.26% of the existing issued share capital of the Company; and (ii) approximately 9.31% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares, assuming that there will be no Shares other than the Placing Shares to be allotted and issued prior to the completion of the Placing. The aggregate nominal value of the maximum number of 465,000,000 Placing Shares is HK$93 million.
The Placing Shares will rank, upon issue and fully paid, pari passu in all respects among themselves and with the Shares in issue as at the date of allotment and issue of the Placing Shares.
The Placing Price of HK$0.52 per Placing Share represents (i) a discount of approximately
8.77% to the closing price of HK$0.570 per Share as quoted on the Stock Exchange on
10 March 2015 , being the day of the Placing Agreement; and (ii) a discount of approximately
13.04% to the average closing price of approximately HK$0.598 per Share as quoted on the Stock Exchange for the last 5 consecutive trading days up to and including 10 March 2015, being the day of the Placing Agreement.
The Placing Price was arrived at after arm's length negotiations between the Company and the Placing Agent with reference to, among others, the market prices and the net asset value per Share. The Directors consider that the Placing Price and the terms and conditions of the Placing Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
The Placing Period shall be the period commencing upon execution of the Placing Agreement and terminating on the second business day immediately following the date on which the conditions precedent of the Placing Agreement are fulfilled.
The Company shall pay to the Placing Agent the placing commission of 1% of the aggregate Placing Price of the total number of the Placing Shares actually placed on behalf of the Company by the Placing Agent in pursuance of its obligations under the Placing Agreement.
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The Placing Shares will be issued under the General Mandate. Therefore, the issue of the
Placing Share will not be subject to the approval of the Shareholder.
Pursuant to the General Mandate, the Directors are authorized to allot and issue up to
466,685,933 Shares. As at the date of this announcement, the General Mandate has not been utilised since it was granted.
Completion of the Placing is conditional upon:
(a) the listing of, and permission to deal in, the Placing Shares being granted by the Listing Committee of the Stock Exchange (either unconditionally or subject to conditions which are acceptable to the Company and the Placing Agent) and such listing and permission not subsequently being revoked prior to Completion; and
(b) there not having been, at any time before the end of the Placing Period:
(i) any material adverse change or any development reasonably likely to involve an adverse change in the condition (financial or otherwise) of the Company which is material in the context of the Placing;
(ii) the occurrence of any event or the existence of any circumstance which would render any of the warranties given by the Company under the Placing Agreement untrue or inaccurate in any material respect.
The Company shall use its best endeavours to procure the fulfillment of the conditions precedent on or before 5:00 p.m. (Hong Kong time) on the Long Stop Date.
If the above conditions precedent are not fulfilled on or before 5:00 p.m. (Hong Kong time) on the Long Stop Date, the Placing Agreement shall (unless otherwise agreed in writing by the parties) terminate and none of the parties will have any claim against the other in respect of any matter or thing arising out of or in connection with the Placing Agreement save for, among others, any antecedent breach of any obligation under the Placing Agreement.
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Completion of the Placing will take place on the fifth Business Day immediately after the end of the Placing Period (or such later date as the Company and the Placing Agent may agree in writing) (the "Closing Date").
As completion of the Placing is subject to the satisfaction of certain conditions precedent, the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
If at any time on or prior to 5:00 p.m. (Hong Kong time) on the Closing Date: (a) there develops, occurs or comes into force:
(i) any new law or regulation or any change in existing laws or regulations which in the reasonable opinion of the Placing Agent has or is likely to have a material adverse effect on the business or financial condition or prospects of the Group; or
(ii) a ny significant change (whether or not permanent) in local, national or international economic, financial, political or military conditions which in the reasonable opinion of the Placing Agent is or is likely to be materially adverse in the context of the Placing; or
(iii) a ny significant change (whether or not permanent) in local, national or international market conditions which in the reasonable opinion of the Placing Agent is or is likely to be materially adverse in the context of the Placing or makes it inadvisable or inexpedient to proceed therewith; or
(iv) any litigation or claim being instigated against any member of the Group which in the reasonable opinion of the Placing Agent is or is likely to be materially adverse in the context of the Placing; or
(b) any breach (which is material in the reasonable opinion of the Placing Agent) of any of the representations, warranties and undertakings of the Company set out in the Placing Agreement comes to the knowledge of the Placing Agent or there has been a breach (which is material in the reasonable opinion of the Placing Agent) of any other provision of the Placing Agreement by the Company; or
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(c) there is any adverse change in the business or in the financial or trading position of the Company, or the Group which in the reasonable opinion of the Placing Agent is material in the context of the Placing,
then and in any such case, the Placing Agent may, after consultation with the Company, terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company, which notice may be given at any time prior to 5:00 p.m. (Hong Kong time) on the Closing Date.
Upon termination of the Placing Agreement pursuant to the above mentioned force majeure factors, all liabilities of the Company and the Placing Agent shall cease and no party of the Placing Agreement shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Placing Agreement save for, among others, any antecedent breach of any obligation under the Placing Agreement.
Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, all the Placing Shares.
Reasons for the Placing
The Group is principally engaged in property development and investment and manufacturing and trading of power tools.
The Directors are of the view that the Placing will broaden the Shareholder base and the capital base of the Company. In addition, the net proceeds of the Placing will strengthen the financial position of the Group. Accordingly, the Directors consider that the Placing is in the interests of the Company and the Shareholders as a whole.
The Directors consider that the terms of the Placing, including the Placing Price and rate of the placing commission, are fair and reasonable based on current market conditions. Accordingly, the Board considers that the Placing is in the interests of the Company and the Shareholders as a whole.
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The gross proceeds of the Placing will amount to approximately HK$241.8 million. The net proceeds receivable by the Company, after deducting relevant expenses incurred in relation to the Placing, are estimated to be approximately HK$239.4 million. The net Placing Price will be approximately HK$0.514 per Placing Share. It is expected that the net proceeds will be applied towards potential acquisition activities as identified by the Group from time to time and the general working capital of the Group.
FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE MONTHSThe following equity fund raising activity has been carried out by the Company in the twelve months immediately prior to the date of this announcement:
Date of announcement Event Net proceeds Intended use of proceeds Actual use of proceeds
1 June 2014 Placing of up to
3,984,000,000 new shares of
HK$0.10 each in the capital of the Company
About HK$978 million
The net proceeds will be applied towards the
development of the existing
projects of
the Group and/or any suitable
investment(s).
Approximately
HK$408 million will be used for a major acquisition, detail of which is
set out in the
announcement of
the Company dated
30 January 2015.
Save as disclosed above, the Company has not conducted any equity fund raising exercise during the past twelve months immediately preceding the date of this announcement.
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Set out below is the shareholdings in the Company as at the date of this announcement and immediately after completion of the Placing, on the assumption that 465,000,000 Placing Shares are fully placed and there is no other change to the issued share capital of the Company prior to the completion of the Placing:
Shareholders As at date of this announcementApproximate
Upon completion of the PlacingApproximate
No. of Shares
Percentage No. of Shares
Percentage
Cosmic Stand International
Limited (Note 1) 945,000,000 20.86% 945,000,000 18.92% Mr. Wang Zheng Chun and
his associates (Note 2) 627,603,250 13.85% 627,603,250 12.56% Public Shareholders
- Placees - - 465,000,000 9.31%
- Other public shareholders 2,958,295,166 65.29% 2,958,295,166 59.21% Total 4,530,898,416 100.00% 4,995,898,416 100.00% Notes:
1. Cosmic Stand International Limited is an indirect wholly owned subsidiary of BPHL.
2. Mr. Wang Zheng Chun ("Mr. Wang") is an executive Director of the Company and directly holds
5,468,750 Shares. Hillfame Holdings Limited and Grand Vision Group Limited, companies wholly owned by Mr. Wang, hold 397,859,000 Shares and 189,201,500 Shares respectively. Ms. Shen Ling Zhao, the spouse of Mr. Wang, holds 35,074,000 Shares.
DEFINITIONS
In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:
"associates" has the meaning ascribed thereunder the Listing Rules
"Board" the board of Directors
"BPHL" Beijing Properties (Holdings) Limited, a compan y incorporated in Bermuda with limited liability and the issued shares of which are listed on the Stock Exchange (Stock Code: 925)
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"Company" Genvon Group Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Stock Exchange
"Director(s)" director(s) of the Company
"General Mandate" the general mandate which was granted to the Directors pursuant to an ordinary resolution passed at the Company's annual general meeting on 23 May 2014 to issue and allot up to 466,685,933 new Shares, representing 20% of the aggregate nominal amount of the share capital o f t he Company in issue on the date of the said meeting
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" Hong Kong Special Administrative Region of the People's
Republic of China
"Independent Third
Party(ies)"
independent third party(ies) who is/are not connected person(s) (as defined in the Listing Rules) of the Company and is/are independent of and not connected with the Compan y and directors, chief e x ecutiv e , controlling shareholders and substantial shareholders of the Company
or any of its subsidiaries or their respective associates
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Long Stop Date" 31 March 2015 (or such later date as the Company and the
Placing Agent may agree in writing)
"Placing" t h e placing of up to 465,000,000 Placing Shares as contemplated under the Placing Agreement
"Placing Agent" Vision Finance International Compan y Limited, a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) re gulated activities under the Securities and Futures Ordinance
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"Placing Agreement" the placing agreement dated 10 March 2015 and entered into between the Placing Agent and the Company in relation to the Placing
"Placing Period" the period commencing upon the execution of the Placing Agreement and terminating at 5:00 p.m. (Hong Kong time) on the second business day immediately following the date on which the conditions precedent of the Placing Agreement are satisfied
"Placee(s)" any person or entity whom the Placing Agent has procured to subscribe for any of the Placing Shares under the Placing Agreement
"Placing Price" HK$0.52 per Placing Share
"Placing Share(s)" up to 465,000,000 new Shares to be placed under the Placing
"Share(s)" ordinary share(s) of HK$0.20 each in the capital of the
Company
"Shareholder(s)" holder(s) of the issued Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" per cent.
By order of the Board Genvon Group Limited Zhu Shi Xing
Chairman
Hong Kong, 10 March 2015
As at the date of this announcement, the Board comprises six Executive Directors, namely Mr. Zhu Shi Xing, Mr. Zhang Jing Ming, Mr. Gu Shan Chao, Mr. Liu Xue Heng, Mr. Hu Xiao Yong and Mr. Wang Zheng Chun and three Independent Non-Executive Directors, namely Mr. Wu Yong Xin, Mr. Tse, Man Kit, Keith and Mr. Xie Ming.
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