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 the securities of Zhong Ji Longevity Science Group Limited.
Zhong Ji Longevity Science Group Limited
中 基 長 壽 科 學 集 團 有 限 公 司
(formerly known as ASIA PACIFIC SILK ROAD INVESTMENT COMPANY LIMITED亞太絲路投資有限公司)
(Incorporated in Bermuda with limited liability)
(Stock Code: 767)
- PLACING OF NEW SHARES UNDER GENERAL MANDATE; AND
- CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF NEW SHARES
UNDER SPECIFIC MANDATE
Placing Agent
THE PLACING
On 10 May 2021 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Company conditionally agreed to place, through the Placing Agent on a best efforts basis, up to 250,000,000 Placing Shares at the Placing Price of HK$0.65 per Placing Share to not less than six independent Placees who and whose ultimate beneficial owners shall be Independent Third Parties.
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The Placing Price of HK$0.65 per Placing Share represents (i) a discount of approximately 12.16% to the closing price of HK$0.74 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 16.45% to the average closing price of HK$0.778 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the Last Trading Day.
The maximum number of 250,000,000 Placing Shares represents (i) approximately 6.46% of the issued share capital of the Company of 3,870,102,650 Shares as at the date of this announcement; and (ii) approximately 6.07% of the issued share capital of the Company of 4,120,102,650 Shares as enlarged by the allotment and issue of the Placing Shares (assuming there will be no other changes in the issued share capital of the Company).
The Placing Completion is subject to the conditions set out below in the paragraph headed ''Conditions precedent of the Placing''.
Subject to the terms of the Placing Agreement, the Placing Agent will procure each Placee to undertake in writing that, within 12 months after the Placing Completion, he/ she/it shall not, among other things, directly or indirectly transfer or dispose of any Placing Shares. For further details of the lock-up restrictions, please refer to the paragraph headed ''The Placing - Lock-up restriction''.
The Placing Shares will be allotted and issued pursuant to the General Mandate. The Company will make an application to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.
THE SUBSCRIPTION
On 10 May 2021 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue a total of 77,000,000 Subscription Shares at the Subscription Price of HK$0.65 per Subscription Share which is equivalent to the Placing Price. The Subscription is subject to the conditions set out below in the paragraph headed ''Conditions precedent of the Subscription''.
The 77,000,000 Subscription Shares represents (i) approximately 1.99% of the issued share capital of the Company of 3,870,102,650 Shares as at the date of this announcement; and (ii) approximately 1.83% of the issued share capital of the Company of 4,197,102,650 Shares as enlarged by the allotment and issue of the Placing Shares and the Subscription Shares in aggregate (assuming there will be no other changes in the issued share capital of the Company).
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The Subscriber undertakes to the Company (and its successors and assigns) that, within 12 months after the Subscription Completion, he shall not, among other things, directly or indirectly transfer or dispose of any Subscription Shares. For further details of the lock-up restrictions, please refer to the paragraph headed ''The Subscription - Lock-up restriction''.
The Subscription Shares will be allotted and issued pursuant to the Specific Mandate to be sought from the Independent Shareholders at the SGM. The Company will make an application to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Subscription Shares.
USE OF PROCEEDS
Assuming the maximum number of Placing Shares and Subscription Shares are placed and subscribed for, the gross proceeds from the Placing and the Subscription are expected to be approximately HK$212.55 million (based on the Placing Price and Subscription Price of HK$0.65 per Share). The net proceeds of the Placing and the Subscription (after deducting related placing commissions, professional fees and related expenses which will be borne by the Company) are expected to be not less than HK$207.49 million, assuming all Placees are sourced by the Placing Agent or its sub-placing agent (if any). The net price raised per Placing Share or Subscription Share upon the completion of the Placing and the Subscription will be not less than HK$0.63, assuming all Placees are sourced by the Placing Agent or its sub-placing agent (if any). Approximately HK$180.00 million shall be used for acquiring companies for developing the longevity science business (including the proposed acquisitions by the Company as disclosed in the announcements of the Company dated 8 April 2021 and 10 April 2021) and approximately HK$27.49 million shall be used as general working capital of the Group.
GENERAL
As at the date of this announcement, the Subscriber is the chairman of the Board and an executive Director. Accordingly, the Subscriber is a connected person of the Company under Rule 14A.07(1) of the Listing Rules and therefore the Subscription constitutes a connected transaction for the Company and is subject to the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. As the Subscription Shares will be allotted and issued under the Specific Mandate to be obtained at the SGM, the grant of the Specific Mandate for the allotment and issue of the Subscription Shares is subject to the Independent Shareholders' approval at the SGM.
The SGM will be convened for the purpose of considering and, if deemed appropriate, approving, among other things, the Subscription, the grant of the Specific Mandate and the respective transactions contemplated thereunder.
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In accordance with the Listing Rules, any Shareholder who has a material interest in the Subscription shall abstain from voting on the resolution(s) to approve the Subscription, the grant of the Specific Mandate and the respective transactions contemplated thereunder at the SGM. The Subscriber will abstain from voting on the relevant resolution(s) at the SGM accordingly.
A circular containing, among other things, (i) further details of the Subscription and the Specific Mandate; (ii) a letter from the Independent Board Committee in relation to the Subscription Agreement and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser in relation to the Subscription Agreement and the transactions contemplated thereunder; and (iv) a notice convening the SGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. It is expected that the circular will be despatched to the Shareholders on or before 1 June 2021.
The Independent Board Committee has been established to advise the Independent Shareholders in respect of the Subscription Agreement and the transactions contemplated thereunder. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.
Completion of the Placing and Subscription are subject to the satisfaction of the conditions precedent in the Placing Agreement and the Subscription Agreement respectively and therefore, the Placing and Subscription may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
THE PLACING
On 10 May 2021 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement in relation to the Placing. Details of the Placing Agreement are set out below:
The Placing Agreement
Date: | 10 May 2021 (after trading hours) | |
Parties: | (1) | the Company, as issuer |
(2) | Cornerstone Securities Limited, as Placing Agent |
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.
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Placees
The Placing Shares will be placed to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties.
Number of Placing Shares
The maximum number of 250,000,000 Placing Shares under the Placing represents (i) approximately 6.46% of the issued share capital of the Company of 3,870,102,650 Shares as at the date of this announcement; and (ii) approximately 6.07% of the issued share capital of the Company of 4,120,102,650 Shares as enlarged by the allotment and issue of the Placing Shares (assuming there will be no other changes in the issued share capital of the Company).
Placing Price
The Placing Price of HK$0.65 per Placing Share represents:
- a discount of approximately 12.16% to the closing price of HK$0.74 per Share as quoted on the Stock Exchange on the Last Trading Day; and
- a discount of approximately 16.45% to the average closing price of approximately HK$0.778 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the Last Trading Day.
The Placing Price was determined after arm's length negotiations between the Company and the Placing Agent taking into account (i) the market sentiment; (ii) the financial results and future prospects of the Company; and (iii) the performance of the Shares and its outlook to the potential investors.
Placing commission
The Placing Agent receives (i) a placing commission of 2.5% of the gross proceeds from the placing of Shares to Placees sourced by itself or its sub-placing agent (if any); and (ii) a placing commission of 0.2% of the gross proceeds from the placing of Shares to Placees introduced by the Company. The placing commission payable to the Placing Agent under the Placing Agreement is arrived at after arm's length negotiations between the Company and the Placing Agent with reference to the prevailing market commission rate for similar transactions and the current situation.
Ranking of Placing Shares
The Placing Shares under the Placing will rank, upon issue, pari passu in all respect with the Shares in issue on the date of allotment and issue of the Placing Shares.
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