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GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED
大 成 生 化 科 技 集 團 有 限 公 司 *
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 00809)
COMPLETION OF SUBSCRIPTION OF NEW SHARES
Reference is made to the announcement of Global Bio-chem Technology Group Limited (the "Company") dated 19 July 2019 (the "Announcement") in relation to, among other matters, the subscription of new shares of the Company. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated.
The Board is pleased to announce that all conditions precedent set out in the Subscription Agreement have been fulfilled or waived and the Subscription Completion took place on 20 August 2019 in accordance with the terms and conditions of the Subscription Agreement. An aggregate of 1,279,799,672 Subscription Shares, representing (i) 20.0% of the issued share capital of the Company immediately before the Subscription Completion; and (ii) approximately 16.7% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, have been subscribed by the Subscriber at the Subscription Price of HK$0.10 per Subscription Share.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Subscriber and its ultimate beneficial owners are independent of, and not connected with, the Company and its connected persons (as defined in the Listing Rules). Following the Subscription Completion, the Subscriber has become a substantial Shareholder (as such term is defined in the Listing Rules).
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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The following table illustrates the shareholding structure of the Company: (i) immediately before the Subscription Completion; and (ii) immediately after the Subscription Completion:
Immediately before the | Immediately after the | |||||||
Name of Shareholders | Subscription Completion | Subscription Completion | ||||||
Number of | % | Number of | % | |||||
Shares | (Approx.) | Shares | (Approx.) | |||||
Connected Persons | ||||||||
- Modern Agricultural Industry | ||||||||
Investment Limited (Note 1) | 3,135,509,196 | 49.0 | 3,135,509,196 | 40.8 | ||||
- Kong Zhanpeng (Note 2) | 260,176,000 | 4.1 | 260,176,000 | 3.4 | ||||
- The Subscriber | - | - | 1,279,799,672 | 16.7 | ||||
Public Shareholders | ||||||||
- Public Shareholders | 3,003,313,164 | 46.9 | 3,003,313,164 | 39.1 | ||||
Total: | 6,398,998,360 | 100.0 | 7,678,798,032 | 100.0 | ||||
Notes:
1. The entire issued capital of Modern Agricultural Industry Investment Limited ("Modern Agricultural") is held by Modern Agricultural Industry Investment Holdings Limited ("Modern Agricultural Holdings") which is in turn wholly owned by 吉林省現代農業產業投資基金(有限合夥)(Jilin Province Modern Agricultural Industry Investment Fund (LLP)*) ("PRC LLP"). The sole general partner of PRC LLP is 吉林省現代農業產業基金有限公司 (Jilin Province Modern Agricultural Industry Fund Limited*) ("GP"). As at the date of this announcement, 20.0% of the investment capital of PRC LLP is owned by 吉林省農業投資集團有限公司 (Jilin Province Agricultural Investment Group Co., Ltd.*) ("Nongtou") and the transfer of a further 40.0% of the investment capital of PRC LLP to Nongtou from a company controlled by 吉林省交通投資集團有限公司 (Jilin Province Communication Investment Group Co., Ltd.*) ("Jiaotou") is pending for completion. As announced by the Company on 2 March 2017, during the transition period before the completion, such 40.0% of the investment capital of PRC LLP shall be managed by Nongtou. As such, by virtue of Nongtou's control over PRC LLP, Nongtou has become the indirect controlling shareholder of the Company. Nongtou is controlled by 吉林省人民政府國有資 產監督管理委員會 (State-Owned Assets Supervision and Administration Commission of the People's Government of Jilin Province*) ("Jilin SASAC"). Each of Modern Agricultural, Modern Agricultural Holdings, PRC LLP, GP, Jiaotou, Nongtou and Jilin SASAC are deemed to be interested in the interest held by the Company.
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2. Mr. Kong Zhanpeng resigned as an executive director of Global Sweeteners Holdings Limited, a subsidiary of the Company owned as to approximately 64.04% by the Company, with effect from 31 December 2018 and is therefore considered as a connected person of the Company under Chapter 14A of the Listing Rules.
By order of the Board
Global Bio-chem Technology Group Company Limited
Yuan Weisen
Chairman
Hong Kong, 20 August 2019
As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Yuan Weisen, Mr. Zhang Zihua and Mr. Liu Shuhang; one non-executive Director, namely, Ms. Liang Wanpeng; and three independent non-executive Directors, namely, Mr. Ng Kwok Pong, Mr. Yeung Kit Lam and Mr. Zhao Jin.
* For identification purpose only
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