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.

微創醫療科學有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00853)

FURTHER ANNOUNCEMENT

IN RELATION

  1. EXEMPT CONNECTED TRANSACTION IN RELATION TO CONTRIBUTION OF NEW CAPITAL TO A SUBSIDIARY,
  2. EXEMPT CONNECTED TRANSACTION IN RELATION TO FINANCIAL ASSISTANCE
    AND
  3. EXEMPT CONTINUING CONNECTED TRANSACTION

Reference is made to the announcement of the Company dated 24 July 2020 (the "Announcement") in relation to the Capital Increase, the Loan and the continuing connected transaction (together, the "Transactions") with the Target Company. Unless otherwise provided, capitalised terms used in this announcement shall have the same meaning as those used in the Announcement.

The Company would like to provide the following additional information with regard to the Transactions for the reference of the Shareholders and investors:

CONTINUING CONNECTED TRANSACTIONS

Internal control policy

As a general rule, the price and terms of the individual agreements of continuing connected transactions of the Group must be conducted in the ordinary course of business of the Group, on normal commercial terms and on terms which are similar or comparable to contracts of the Group with independent third parties.

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The pricing policy of all the continuing connected transactions of the Group are supervised and monitored by the relevant internal audit personnel and management of the Group on an annual basis and at an ad hoc basis with the aim to ensure that all the continuing connected transactions are being conducted on normal commercial terms and in accordance with the pricing policy of the Group and would not be prejudicial to the interests of the Company and the Shareholders as a whole.

In determining the prevailing market price of a product or services to be provided, the management of the Company will ensure that the selling price of the products and the services to be provided will be no less favourable to the Company than the provision of such products/services to independent third party customers.

The relevant internal audit personnel and the management of the Group would conduct regular checks and assess whether individual transactions contemplated under the continuing connected transactions are conducted in accordance with the terms of the relevant agreement and they would also regularly review whether the prices charged under the relevant continuing connected transactions are fair and reasonable and in accordance with the aforesaid pricing policy. In addition, the finance and legal and compliance personnel of the Group will monitor the continuing connected transactions to ensure that the annual caps are not exceeded.

The independent non-executive Directors would review the continuing connected transactions and the auditors of the Company would also conduct an annual review on the pricing terms and annual caps thereof.

The Directors consider that the internal control system of the Group is effective to ensure that the continuing connected transactions of the Group will be conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole.

INDEPENDENT NON-EXECUTIVE DIRECTORS' VIEW ON THE AGREEMENTS

The independent non-executive Directors are of the view that the Agreements were entered into under normal commercial terms, in the ordinary and normal course of business of the Group and their terms are fair and reasonable and in the interests of the Company and its shareholders as a whole.

In forming their view, the independent non-executive Directors have reviewed (a) the development plan and the funding needs of the Target Company, (b) the Company's policy of encouraging employees' participation in investments in the business, (c) the on-going transactions between the Target Company and members of the Group in their ordinary course of business; and (d) the commercial terms of the Agreements, including the prevailing lending rates for RMB loans of similar term.

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INFORMATION ON THE INVESTOR

The limited partners of the Investor include 5 directors of subsidiaries of the Company, none of whom holds 10% or more interest in the Investor.

The remaining limited partners are 97 employees. Save for the employment relation with the Group, none of the remaining limited partners have any other relationship with the Company and its connected persons and/or their respective associates.

By Order of the Board

MicroPort Scientific Corporation

Dr. Zhaohua Chang

Chairman

Shanghai, the PRC, 10 August 2020

As at the date of this announcement, the executive Director is Dr. Zhaohua Chang; the non-executive Directors are Mr. Norihiro Ashida, Dr. Yasuhisa Kurogi and Mr. Hongliang Yu; and the independent non-executive Directors are Mr. Jonathan H. Chou, Dr. Guoen Liu and Mr. Chunyang Shao.

  • For identification purpose only

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MicroPort Scientific Corporation published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 12:18:16 UTC