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    474   KYG0070S1066

ACESO LIFE SCIENCE GROUP LIMITED

(474)
Delayed Hong Kong Stock Exchange  -  05/23 04:08:12 am EDT
0.1490 HKD   -6.29%
05/11Glaring Sand Holdings Limited entered into an agreement to acquire 3.3% stake in CESIZ Co., Ltd. from Aceso Life Science Group Limited for approximately HKD 160 million.
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02/28Aceso Life Science Group Limited commences an Equity Buyback Plan for 738,681,681 shares, representing 10% of its issued share capital, under the authorization approved on September 17, 2021.
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2021Aceso Life Science Group Limited Announces Changes in Composition of the Nomination Committee
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Aceso Life Science : SUPPLEMENTAL JOINT ANNOUNCEMENT DISCLOSEABLE TRANSACTION IN RELATION TO (A) ACQUISITION OF SALE SHARES INVOLVING ISSUE OF CONSIDERATION SHARES BY SUBSIDIARY UNDER GENERAL MANDATE AND (B) DEEMED DISPOSAL

05/14/2021 | 11:29am EDT

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of ALS and HTICI referred to in this announcement.

信銘生命科技集團有限公司

HAO TIAN INTERNATIONAL

CONSTRUCTION INVESTMENT GROUP LIMITED

Aceso Life Science Group Limited

昊 天 國 際 建 設 投 資 集 團 有 限 公 司

(formerly known as Hao Tian Development Group Limited 昊天發展集團有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00474)

(Stock Code: 1341)

SUPPLEMENTAL JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

DISCLOSEABLE TRANSACTION

IN RELATION TO

IN RELATION TO

(A) ACQUISITION OF SALE SHARES

ACQUISITION OF SALE SHARES

INVOLVING ISSUE OF

INVOLVING ISSUE OF

CONSIDERATION SHARES BY

CONSIDERATION SHARES UNDER

SUBSIDIARY UNDER GENERAL

GENERAL MANDATE

MANDATE AND

(B) DEEMED DISPOSAL

Reference is made to the joint announcements (the ''Joint Announcements'') of Aceso Life Science Group Limited (''ALS'') and Hao Tian International Construction Investment Group Limited (''HTICI'') dated 26 April 2021 and 7 May 2021 in respect of the discloseable transaction in relation to the acquisition of Sale Shares in the Target Company involving issue of Consideration Shares by HTICI under the General Mandate, which constitutes a deemed disposal by ALS. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcements.

FURTHER INFORMATION OF TISÉ EQUITY SP-1 AND THE AGREEMENT

Tisé Equity SP-1 is a segregate portfolio of Tisé Opportunities SPC (the ''Fund''), an exempted company newly incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands in March 2021, with an investment objective to provide its investors with long-term capital appreciation. Great Bay Securities Limited has been appointed by the directors of the Fund as the investment manager of Tisé Equity SP-1 (the ''Investment Manager'') subject to the terms of an investment

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management agreement. The Investment Manager is licensed to conduct type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the Securities and Futures Ordinance. Based on information available, the Investment Manager is beneficially owned as to 67% by Mr. Suen Cho Hung Paul and 33% by Mr. Liu Zhiyi. The management shares, which represent all of the voting shares in the Fund, are held by Tisé Capital Management Limited and the ultimate beneficial owner of Tisé Capital Management Limited is Mr. Zhang Yutao Bryant. There are 10 individual or corporate investors holding the non-voting participating redeemable shares in Tisé Equity SP-1 and, based on publicly available information, a wholly-owned subsidiary of CST Group Limited (stock code: 985) is one of the investors.

To the best of the knowledge, information and belief of the ALS Board and HTICI Board, each of Tisé Equity SP-1, the Investment Manager, Tisé Capital Management Limited and their respective ultimate beneficial owners is an Independent Third Party of ALS and HTICI and their respective connected persons (as defined in the Listing Rules).

The investment strategy of Tisé Equity SP-1 is principally to invest in the shares of NGG, a pre-IPO company that provides an online platform for apartment and automobile sales/ rentals with its main operations in the PRC. At the date of the Agreement, the investment size of Tisé Equity SP-1 is US$150 million comprising the investment in the NGG and Tisé Equity SP-1 has not yet raised fund from investors to make further investment. However, Tisé Equity SP-1 may hold other assets, including and not limited to cash or cash equivalent instruments should the directors of the Fund deem such strategy to be prudent over any time period.

The Agreement sets out the regulations relating to the governance and operation of the Target Company after the Completion. The Purchaser and the Vendor as the shareholders shall have customary rights in respect of reserved matters. It is also agreed between the parties that the Purchaser can make a request to the Target Company, then the Target Company will (and the Vendor will procure the Target Company to) send a redemption notice to the Fund to redeem a pro-rata portion of the participating shares held by the Purchaser in the Target Company, subject to the redemption procedure set out in the offering documents of the Fund. The Agreement provides for enforceable contractual rights and any right or remedy conferred by the Agreement for breach of this Agreement (including without limitation the breach of any representative and warranties) shall be in addition and without prejudice to all other rights and remedies available to it in respect of that breach under the common laws or equity.

Each of the ALS Board and HTICI Board considers that the investment will be treated as a financial asset at fair value through profit or loss, as the ALS Group and HTICI Group neither obtain control nor exercise significant influence over the Target Company. Auditor of ALS and HTICI has assessed and concurred with this conclusion based on the facts and circumstances currently available.

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Taking into account of the reasons and benefits as set out in the Joint Announcement dated 26 April 2021, the investment strategy of Tisé Equity SP-1 in relation to NGG and the redemption procedure and restrictions as set out in the offering documents of the Fund and the rights available under the Agreement, and that the opportunity to invest in NGG is only available in the form of investment through the Target Company, each of the ALS Board and HTICI Board considers that the terms and conditions of the Agreement are on normal commercial terms and are fair and reasonable and that the Acquisition is in the interests of ALS and HTICI and their respective shareholders as a whole.

By order of the board of directors of

By order of the board of directors of

Aceso Life Science Group Limited

Hao Tian International Construction

Fok Chi Tak

Investment Group Limited

Executive Director

Fok Chi Tak

Executive Director

Hong Kong, 14 May 2021

As at the date of this announcement, the ALS Board comprises three executive directors, namely Mr. Xu Haiying, Dr. Zhiliang Ou, J.P. (Australia) and Mr. Fok Chi Tak; two non- executive directors, namely Dr. Wang Yu and Dr. Li Yao; and three independent non- executive directors, namely Mr. Chan Ming Sun Jonathan, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa Joshua.

As at the date of this announcement, the HTICI Board comprises four executive directors, namely Mr. Fok Chi Tak, Mr. Zheng Li, Mr. Tang Yiu Chi James and Dr. Zhiliang Ou, J.P. (Australia); two non-executive directors, namely Mr. Xu Lin and Mr. Wei Bin; and four independent non-executive directors, namely Mr. Lee Chi Hwa Joshua, Mr. Mak Yiu Tong, Mr. Li Chi Keung Eliot and Mr. Shek Lai Him Abraham.

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Disclaimer

Hao Tian Development Group Limited published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 15:28:13 UTC.


© Publicnow 2021
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Financials
Sales 2021 98,0 M 12,5 M 12,5 M
Net income 2021 -376 M -47,9 M -47,9 M
Net Debt 2021 2 086 M 266 M 266 M
P/E ratio 2021 -3,59x
Yield 2021 -
Capitalization 1 174 M 150 M 150 M
EV / Sales 2020 -120x
EV / Sales 2021 37,3x
Nbr of Employees 167
Free-Float 30,0%
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Chi Tak Fok Chief Financial Officer & Executive Director
Ming Sun Chan Independent Non-Executive Director
Kwan Sing Lam Independent Non-Executive Director
Yiu Tong Mak Independent Non-Executive Director
Hai Ying Xu Executive Director
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