THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Innovative Pharmaceutical Biotech Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
INNOVATIVE PHARMACEUTICAL BIOTECH LIMITED
領航醫藥及生物科技有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 399)
(A) VERY SUBSTANTIAL DISPOSAL AND CONNECTED
TRANSACTION IN RELATION TO
PROPOSED DISPOSAL OF APPROXIMATELY 19.14% OF THE ISSUED SHARE CAPITAL OF AND AN AGGREGATE OF HK$577,170,000 CONVERTIBLE BONDS ISSUED
BY EXTRAWELL PHARMACEUTICAL
HOLDINGS LIMITED (STOCK CODE: 858) AND
(B) NOTICE OF SPECIAL GENERAL MEETING
Independent Financial Adviser to the Independent Board Committee and
the Independent Shareholders
Capitalised terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.
A letter from the Board is set out on pages 7 to 26 of this circular. A letter from the Independent Board Committee is set out on pages IBC-1 to IBC-2 of this circular. A letter from the Independent Financial Adviser of the Company containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages IFA-1 to IFA33 of this circular.
A notice convening the SGM to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 4 October 2019 at 11:00 a.m. is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon, and return the same to the branch share registrar and transfer agent of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.
13 September 2019
CONTENTS
Page | |||
Definitions . . . | . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | ||
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | IBC-1 | ||
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | IFA-1 | ||
Appendix I | - | Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . | I-1 |
Appendix II | - | Financial Information of the Target Group . . . . . . . . . . . . . . . . . . . | II-1 |
Appendix III - Unaudited Pro Forma Financial Information | |||
of the Remaining Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | III-1 | ||
Appendix IV | - | Valuation Report of the Purchase Convertible Bonds . . . . . . . . . . . | IV-1 |
Appendix V | - | Valuation Report of the Sale Convertible Bonds . . . . . . . . . . . . . . . | V-1 |
Appendix VI | - | General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI-1 |
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | SGM-1 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"associate(s)" | has the meaning ascribed thereto in the Listing Rules |
"Best Champion" | Best Champion Holdings Limited, a company incorporated |
in the British Virgin Islands with limited liability which is | |
owned as to 33.5% by United Gene Holdings and 33% by | |
Victory Trend | |
"Biowindow Gene" | Biowindow Gene Development (Hong Kong) Limited, a |
company incorporated in Hong Kong with limited liability | |
which is wholly owned by United Gene Group | |
"Board" | the board of Directors |
"Business Day(s)" | a day (excluding Saturday and other general holidays in |
Hong Kong 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 | |
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) on | |
which licensed banks in Hong Kong are generally open for | |
business | |
"China United Gene" | China United Gene Investment Holdings Limited, a |
company incorporated in the British Virgin Islands with | |
limited liability which is owned as to 60% by Best | |
Champion | |
"Company" | Innovative Pharmaceutical Biotech Limited (領航醫藥及生 |
物科技有限公司) (stock code: 399), a company | |
incorporated in the Cayman Islands and continued in | |
Bermuda with limited liability and the issued Shares of | |
which are listed on the main board of the Stock Exchange | |
"Company Convertible Bonds" | collectively, Company Convertible Bonds I and Company |
Convertible Bonds II |
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DEFINITIONS | |
"Company Convertible Bonds I" | the convertible bonds in an aggregate principal amount of |
HK$744,000,000 issued by the Company pursuant to an | |
instrument of the Company Convertible Bonds I dated 25 | |
October 2013 with nil interest for a conversion period of | |
ten years from the date of issue and a conversion price of | |
HK$0.4 per Share | |
"Company Convertible Bonds II" | the convertible bonds in a principal amount of |
HK$715,000,000 issued by the Company to the Target | |
Company pursuant to an instrument of the Company | |
Convertible Bonds II dated 28 July 2014 with 3.5% interest | |
per annum and with the conversion right to convert | |
286,000,000 Shares of the Company for a conversion | |
period of seven years from the date of issue and a | |
conversion price of HK$2.5 per Share | |
"Completion" | completion of the Disposal in accordance with the terms |
and conditions of the Sale and Purchase Agreement | |
"Completion Date" | within five Business Days following the fulfillment of all |
conditions precedent under the paragraph headed | |
"conditions precedent" in this circular or such other date as | |
the Company and the Purchaser may agree in writing | |
"connected person(s)" | has the meaning ascribed thereto under the Listing Rules |
"Consideration" | the consideration for the sale and purchase of the Sale |
Shares and the Sale Convertible Bonds | |
"controlling shareholder" | has the meaning ascribed thereto under the Listing Rules |
"Disposal" | the proposed disposal of the Sale Shares and the Sale |
Convertible Bonds by the Company to the Purchaser | |
pursuant to the terms of the Sale and Purchase Agreement | |
"Fosse Bio" | Fosse Bio-Engineering Development Limited |
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DEFINITIONS | ||
"Good Links" | Good Links Limited, a company incorporated in the British | |
Virgin Islands with limited liability which is owned as to | ||
50% by the Purchaser | ||
"Group" | the Company and its subsidiaries | |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong | |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC | |
"In-process R&D" | in-process research and development project | |
"Independent Board Committee" | the independent board committee of the Board comprising | |
all of the three independent non-executive Directors, | ||
namely, Ms. Chen Weijun, Dr. Zhang | Zhihong and | |
Mr. Wang Rongliang, to advise the | Independent | |
Shareholders on the Sale and Purchase Agreement and the | ||
transactions contemplated thereunder | ||
"Independent Financial Adviser" | Donvex Capital Limited, a corporation licensed to carry out | |
or "Donvex Capital" | type 6 regulated activities under the SFO, the independent | |
financial adviser to the Independent Board Committee and | ||
the Independent Shareholders in relation to the Sale and | ||
Purchase Agreement and the transactions contemplated | ||
thereunder | ||
"Independent Shareholders" | Shareholders other than the Purchaser and its associates | |
"JNJ Investments" | JNJ Investments Limited, a company incorporated in the | |
British Virgin Islands with limited liability which is wholly | ||
owned by Biowindow Gene | ||
"Last Trading Day" | 21 June 2019, being the last trading day of the Shares and | |
the Target Company Shares immediately before the date of | ||
the Sale and Purchase Agreement | ||
"Latest Practicable Date" | 9 September 2019, being the latest practicable date prior to | |
the printing of this circular for the purpose of ascertaining | ||
certain information contained herein |
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Innovative Pharmaceutical Biotech Limited published this content on 12 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 September 2019 09:11:16 UTC