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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Placing Shares mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The Placing Shares may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
杭州啓明醫療器械股份有限公司
Venus Medtech (Hangzhou) Inc.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2500)
COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE
AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Placing Agents
The Board is pleased to announce that all conditions precedent to the Placing as set out in the Placing Agreement have been satisfied and completion of the Placing took place on September 10, 2020 in accordance with the terms and conditions of the Placing Agreement. The Company placed, through the Placing Agent, 18,500,000 new H Shares at a price of HK$64.19 per Placing Share.
Reference is made to the announcement of the Company dated September 3, 2020 (the "Announcement") in relation to the placing of 18,500,000 new H Shares of the Company (the "Placing"). Unless otherwise defined, all capitalized terms used herein shall have the same meaning as defined in the Announcement.
- 1 -
COMPLETION OF THE PLACING
The Board of the Company is pleased to announce that all conditions precedent to the Placing as set out in the Placing Agreement have been satisfied (including the granting by the Listing Committee of the listing of and, permission to deal in, the Placing Shares), and Completion of the Placing took place on September 10, 2020.
An aggregate of 18,500,000 new H Shares, representing approximately 9.19% and 4.37%, respectively, of the total issued H Shares and the total issued Shares of the Company as enlarged by the allotment and issue of the Placing Shares, have been successfully allotted and issued by the Company on September 10, 2020 at the Placing Price of HK$64.19 per Placing Share to not less than six independent professional, institutional and/or individual investors which are not connected persons of the Company.
The aggregate gross proceeds from the Placing are approximately HK$1,188 million and the aggregate net proceeds from the Placing are approximately HK$1,173 million after deducting the expenses of the Placing. The Company intends to use the net proceeds from the Placing for investments in upstream and downstream companies to achieve synergies in operations, expansion in our facilities, and general working capital, in order to facilitate the long-term strategic development of the Company.
SHAREHOLDING STRUCTURE OF THE COMPANY IMMEDIATELY BEFORE AND AFTER COMPLETION OF THE PLACING
Set out below is the shareholding structure of the Company immediately before and after Completion of the Placing on the Closing Date:
Immediately before | Immediately after Completion of | ||||||
Completion of the Placing | the Placing | ||||||
Percentage of | Percentage of | ||||||
Holder of the Shares | No. of Shares | issued Shares | No. of Shares | issued Shares | |||
(%) | (%) | ||||||
Holders of Domestic | |||||||
Shares | |||||||
Mr. Zhenjun Zi (Note 1) | 45,818,273 | 11.33 | 45,818,273 | 10.83 | |||
Other holders of Domestic | |||||||
Shares | 38,068,663 | 9.41 | 38,068,663 | 9.00 | |||
Holders of Unlisted | |||||||
Foreign Shares | |||||||
Mr. Min Frank Zeng | |||||||
(Note 2) | 47,954,404 | 11.86 | 47,954,404 | 11.34 | |||
Mr. Zhenjun Zi (Note 1) | 11,057,251 | 2.73 | 11,057,251 | 2.61 | |||
Other Unlisted Foreign | |||||||
Shareholders | 78,855,488 | 19.50 | 78,855,488 | 18.64 | |||
Holders of H Shares | |||||||
Placees | - | - | 18,500,000 | 4.37 | |||
Other holders of H Shares | 182,714,864 | 45.17 | 182,714,864 | 43.20 | |||
Total Issued Shares | 404,468,943 | 100 | 422,968,943 | 100 | |||
- 2 -
Notes:
- Mr. Zhenjun Zi beneficially owns 30,923,302 Domestic Shares directly, and is also deemed to be interested in 14,894,971 Domestic Shares and 11,057,251 Unlisted Foreign Shares through the intermediaries he controlled. For details of such intermediaries, please refer to the 2019 Annual Report of the Company.
- Mr. Min Frank Zeng is the sole shareholder of Horizon Binjiang LLC which owns 47,954,404 Unlisted Foreign Shares.
- Certain figures and percentage figures included in the above table have been subject to rounding adjustments.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
References are also made to the circular of the Company dated April 20, 2020 in relation to granting the Board a General Mandate to issue, allot and deal with the Shares and the poll results announcement of the 2019 annual general meeting dated May 21, 2020 of the Company. According to the annual general meeting of the Company held on May 21, 2020, the Board was authorized to increase the registered capital of the Company after the Placing and to make corresponding amendments to the articles of association of the Company (the "Articles of Association") relating to share capital and shareholdings, and to authorize the management of the Company to carry out the relevant procedures.
Since the Completion of the Placing took place on September 10, 2020, the Company has amended relevant articles in the Articles of Association accordingly. Details of the amendments to the Articles of Association are as follows:
Original Articles | Amended Articles |
Article 21 The registered capital of the Company | Article 21 The registered capital of the Company |
is RMB404,468,943. | is RMB422,968,943. |
Article 23 Upon completion of the initial public | Article 23 The total number of shares of |
offering of overseas-listed foreign shares, the share | the Company is 422,968,943.The share capital |
capital structure of the Company shall comprise of: | structure of the Company shall comprise of: |
404,468,943 ordinary shares, including 83,886,936 | 422,968,943ordinary shares, including 83,886,936 |
domestic shares, representing 20.74% of the | domestic shares, representing 19.83%of the |
total number of ordinary shares of the Company, | total number of ordinary shares of the Company, |
137,867,143 Unlisted Foreign Shares, representing | 137,867,143 Unlisted Foreign Shares, representing |
34.09% of the total number of ordinary shares of the | 32.60%of the total number of ordinary shares |
Company, and 182,714,864 H Shares, representing | of the Company, and 201,214,864H Shares, |
45.17% of the total number of ordinary shares of | representing 47.57%of the total number of |
the Company. | ordinary shares of the Company. |
By order of the Board
Venus Medtech (Hangzhou) Inc.
Min Frank Zeng
Chairman of the Board
Hangzhou, September 10, 2020
As at the date of this announcement, the executive Directors are Mr. Min Frank Zeng, Mr. Zhenjun Zi and Mr. Lim Hou-Sen (Lin Haosheng); the non-executive Director is Ms. Nisa Bernice Wing-Yu Leung; and the independent non-executive Directors are Mr. Ting Yuk Anthony Wu, Mr. Wan Yee Joseph Lau and Mr. Chi Wai Suen.
- 3 -
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
Venus MedTech HangZhou Inc. published this content on 10 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2020 11:59:04 UTC