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 in the Company.
GENERTEC UNIVERSAL MEDICAL GROUP
COMPANY LIMITED 通用環球醫療集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 2666)
COMPLETION OF THE ISSUE OF NEW SHARES
UNDER GENERAL MANDATE
Financial Adviser to the Company
Reference is made to the announcements of Genertec Universal Medical Group Company Limited (the "Company") dated 5 February 2021 and 10 February 2021 in relation to, among other things, the proposed issue of the Subscription Shares under the General Mandate (the "Announcements").
Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as set out in the Announcements.
The Board is pleased to announce that the condition precedent to the Subscription as set out in the Subscription Agreement has been fulfilled and the completion of the Subscription took place on 8
March 2021. Upon completion of the Subscription, 175,235,081 new Shares were allotted and issued by the Company to the Subscriber. The gross proceeds raised from the Subscription are US$150,000,000, and the net proceeds raised from the Subscription, after deduction of the related expenses, are approximately US$149,600,000 (equivalent to approximately HK$1,159,759,040). The Company intends to use such net proceeds for the purposes as disclosed in the Announcements.
Immediately after the issuance of such new Shares, the shareholding structure of the Company is set out as follows:
Immediately before completion | Immediately after completion |
of the Subscription | of the Subscription |
Approximate % | Approximate % |
of issued share | of issued share |
Number of capital of the | Number of capital of the |
Name of Shareholders | Shares | Company (Note 1) | Shares | Company (Note 1) |
GT-HK (Note2) | 617,361,895 | 35.97% | 617,361,895 | 32.64% |
GT-PRC (Note 2) | 680,840,200 | 39.67% | 680,840,200 | 35.99% |
Directors | ||||
Peng Jiahong (Note 3) | 7,617,400 | 0.44% | 7,617,400 | 0.40% |
Liu Zhiyong | 200,000 | 0.01% | 200,000 | 0.01% |
Infinite Benefits Limited (Note 4) | 55,233,000 | 3.22% | 55,233,000 | 2.92% |
CITIC Capital Equity Investment | ||||
(Tianjin) Corporation Limited (Note 4) | 8,279,000 | 0.48% | 8,279,000 | 0.44% |
Subscriber | - | - | 175,235,081 | 9.26% |
Mr. Chu's Entities (Note 5) | 48,257,000 | 2.81% | 48,257,000 | 2.55% |
Other Public Shareholders | 915,877,980 | 53.36% | 915,877,980 | 48.42% |
Total | 1,716,304,580 | 100% | 1,891,539,661 | 100% |
Notes: |
(1) Certain percentage figures included in the above tables have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.
(2) Among the 680,840,200 Shares, 617,361,895 Shares are registered under the name of GT-HK and 63,478,305 Shares are registered under the name of China General Consulting & Investment (Hong Kong) Co., Limited ("CGCI-HK"). The entire issued share capital of GT-HK is ultimately owned by GT-PRC and the entire issued share capital of CGCI-HK is directly held by China General Consulting & Investment Co., Limited, which in turn, is wholly-owned by GT-PRC. By virtue of the SFO, GT-PRC is deemed to be interested in a total of 680,840,200 Shares held by GT-HK and CGCI-HK.
(3) Ms. Peng Jiahong is the sole legal and beneficial owner of Evergreen which is the beneficial owner of the said 7,617,400 Shares. By virtue of the SFO, Ms. Peng is deemed to be interested in the Shares owned by Evergreen. Ms. Peng Jiahong was granted an option to subscribe for 1,322,000 Shares under the share option scheme of the Company adopted on 31 December 2019, the vesting period of which is 24 months from the grant date.
(4) Each of Infinite Benefits Limited and CITIC Capital Equity Investment (Tianjin) Corporation Limited are under control of CITIC Capital Holdings Limited.
(5) Figures shown are based on the shareholding information of Mr. Chu's Entities in the Company as at 5
March 2021. Upon completion of the Subscription, Mr. Chu, through the Subscriber and Mr. Chu's Entities, will be deemed to be interested in an aggregate of approximately 11.82% of the total number of issued Shares as enlarged by the allotment and issuance of the Subscription Shares. Accordingly, upon completion of the Subscription, Mr. Chu will become a substantial shareholder (as defined under the Listing Rules) of the Company.
By order of the Board
Genertec Universal Medical Group Company Limited 通用環球醫療集團有限公司
Peng Jiahong
Executive Director
Beijing, PRC, 8 March 2021
As at the date of this announcement, the executive Directors are Ms. Peng Jiahong (Vice-chairwoman) and Mr. Yu Gang; the non-executive Directors are Mr. Zhang Yichen (Chairman), Ms.
Liu Kun and Mr. Liu Zhiyong; and the independent non-executive Directors are Mr. Li Yinquan, Mr.
Chow Siu Lui, Mr. Han Demin and Mr. Liao Xinbo.