BEIJING HEALTH (HOLDINGS) LIMITED 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2389) (1) PROPOSED SHARE CONSOLIDATION; (2) CHANGE IN BOARD LOT SIZE; AND (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED SHARE CONSOLIDATIONThe Board proposes to implement the Share Consolidation on the basis that every two (2) issued and unissued Shares of HK$0.10 each will be consolidated into one (1) Consolidated Share of HK$0.20 each.
CHANGE IN BOARD LOT SIZEIt is also proposed that the board lot size for trading on the Stock Exchange be changed from 12,000 Shares to 6,000 Consolidated Shares upon the implementation of the Share Consolidation.
PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
As at the date of this announcement, the authorised share capital of the Company is
HK$1,000,000,000 divided into 10,000,000,000 Shares of HK$0.10 each, of which
9,061,796,833 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or repurchase any Shares prior thereto, the authorised share capital of the Company shall become HK$1,000,000,000 divided into 5,000,000,000 Consolidated Shares of HK$0.20 each, of which 4,530,898,416 Consolidated Shares will be in issue.
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In order to provide the Company with greater flexibility for future expansion in the share capital of the Company, the Directors propose that, subject to the Share Consolidation becoming effective, the authorised share capital of the Company will be increased from HK$1,000,000,000 di vided into 5,000,000,000 Consolidated Shares to HK$2,000,000,000 divided into 10,000,000,000 Consolidated Shares by the creation of an additional 5,000,000,000 Consolidated Shares, which will, upon issue and fully paid, shall rank pari passu in all respects with the Consolidated Shares in issue.
A circular containing, among other things, further details of the Share Consolidation, the Change in Board Lot Size and the Increase in Authorised Share Capital, together with a notice of EGM, will be despatched to the Shareholders on or before 13 February 2015.
The Board proposes to implement the Share Consolidation on the basis that every two (2) issued and unissued Shares of HK$0.10 each will be consolidated into one (1) Consolidated Share of HK$0.20 each.
Conditions of the Share Consolidation
The Share Consolidation is conditional upon:
(1) the passing of an ordinary resolution by the Shareholders to approve the Share
Consolidation at the EGM; and
(2) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares.
As at the date of this announcement, the authorised share capital of the Company is
HK$1,000,000,000 divided into 10,000,000,000 Shares of HK$0.10 each, of which
9,061,796,833 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or repurchase any Shares prior thereto, the authorised share capital of the Company shall become HK$1,000,000,000 divided into 5,000,000,000 Consolidated Shares of HK$0.20 each, of which 4,530,898,416 Consolidated Shares will be in issue.
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Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other in accordance with the Company's memorandum and articles of association.
Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.
An application will be made by the Company to the Listing Division of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.
Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
None of the Shares are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.
Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.
Arrangement on odd lot trading
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm to provide matching service, on a best effort basis, to those
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Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in the circular.
Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.
Subject to the Share Consolidation becoming effective, Shareholders may, on or after Thursday, 5 March 2015 until Wednesday, 15 April 2015 (both days inclusive), submit share certificates for the Shares to the Company's branch share registrar in Hong Kong, Union Registrars Limited, at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, to exchange, at the expense of the Company, for new share certificates of the Consolidated Shares (on the basis of two (2) Shares for one (1) Consolidated Share). Thereafter, certificates of Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher.
With effect from Tuesday, 14 April 2015, trading will only be in Consolidated Shares in the form of new share certificates. Existing share certificates of the Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.
The colour of the new share certificates for the Consolidated Shares will be announced by the
Company in due course.
As at the date of this announcement, there are outstanding Options entitling the holders thereof to subscribe for up to an aggregate of 17,676,343 Shares. The Share Consolidation will cause adjustments to the exercise price and/or the number of the Consolidated Shares to be issued upon the exercise of the outstanding Options granted or may be granted under the share option schemes of the Company. Further announcement will be made by the Company in respect of such adjustments as and when appropriate.
Save as disclosed above, as at the date of this announcement, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Shares or Consolidated Shares, as the case may be.
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It is also proposed that the board lot size for trading on the Stock Exchange be changed from
12,000 Shares to 6,000 Consolidated Shares upon the implementation of the Share
Consolidation. The value of a board lot remains the same after the Change in Board Lot Size.
The proposed Share Consolidation will increase the nominal value of the Shares and decrease the total number of Shares currently in issue. As such, the transaction and handling costs of the Company in relation to the dealing in the Consolidated Shares are expected to be reduced, which will be beneficial to the Company. The Board also believe s that the Share Consolidation and the Change in Board Lot Size may attract more investors and extend the shareholders' base of the Company. Accordingly, the Directors consider that the Share Consolidation and the Change in Board Lot Size is beneficial to and in the interests of the Company and the Shareholders as a whole.
EXPECTED TIMETABLE
Expected date of despatch of the circular with notice and
form of proxy of the EGM ................................ Friday, 13 February 2015
Latest time for lodging forms of proxy for the EGM ............. 11:30 a.m. on Monday,
2 March 2015
EGM .................................................... 11:30 a.m. on Wednesday,
4 March 2015
Announcement of voting result of the EGM .................. Wednesday, 4 March 2015
Effective date of the Share Consolidation ...................... Thursday, 5 March 2015
First day of free exchange of the existing share certificates
for new share certificates for the Consolidated Shares ......... Thursday, 5 March 2015
Commencement of dealings in the Consolidated Shares ........... 9:00 a.m. on Thursday,
5 March 2015
Original counter for trading in the Shares in board lots of
12,000 Shares (in the form of theexisting share certificates)
temporarily closes .................................................. 9:00 a.m. on
Thursday, 5 March 2015
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Temporary counter for trading in the Consolidated Shares in board lots of 6,000 Consolidated Shares
(in the form of the existing share certificates) opens ........... 9:00 a.m. on Thursday,
5 March 2015
Original counter for trading in the Consolidated Shares in board lots of 6,000 Consolidated Shares
(in the form of new share certificates) re-opens ................ 9:00 a.m. on Thursday,
19 March 2015
Parallel trading in the Consolidated Shares
(in the form of new share certificates and
the existing share certificates) commences .................... 9:00 a.m. on Thursday,
19 March 2015
Designated broker starts to stand in the market to provide
matching services for odd lots of the Consolidated Shares ...... 9:00 a.m. on Thursday,
19 March 2015
Temporary counter for trading in the Consolidated Shares in board lots of 6,000 Consolidated Shares
(in the form of the existing share certificates) closes ............ 4:00 p.m. on Monday,
13 April 2015
Parallel trading in the Consolidated Shares
(in the form of new share certificates and
the existing share certificates) ends ........................... 4:00 p.m. on Monday,
13 April 2015
Designated broker ceases to stand in the market to provide
matching services for odd lots of the Consolidated Shares ....... 4:00 p.m. on Monday,
13 April 2015
Last day for free exchange of the existing share certificates
for new share certificates for the Consolidated Shares ....... Wednesday, 15 April 2015
The expected timetable above is indicative only and may be subject to change by the Company. The Company will make further announcement(s) if such changes are made as and when appropriate.
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As at the date of this announcement, the authorised share capital of the Company is
HK$1,000,000,000 divided into 10,000,000,000 Shares of HK$0.10 each, of which
9,061,796,833 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or repurchase any Shares prior thereto, the authorised share capital of the Company shall become HK$1,000,000,000 divided into 5,000,000,000 Consolidated Shares of HK$0.20 each, of which 4,530,898,416 Consolidated Shares will be in issue.
In order to provide the Company with greater flexibility for future expansion in the share capital of the Company, the Directors propose that, subject to the Share Consolidation becoming effective, the authorised share capital of the Company will be increased from HK$1,000,000,000 divided into 5,000,000,000 Consolidated Shares to HK$2,000,000,000 divided into 10,000,000,000 Consolidated Shares by the c reation of an additional
5,000,000,000 Consolidated Shares, which will, upon issue and fully paid, shall rank pari passu in all respects with the Consolidated Shares in issue.
The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders to approve the Increase in Authorised Share Capital at the EGM and the Share Consolidation becoming effective.
The Board is of the view that the Increase in Authorised Share Capital will provide flexibility to the Company in determining its future business plan, and is therefore in the interest of the Company and the Shareholders taken as a whole.
An EGM will be convened for the Shareholders to consider and, if thought fit, approve the Share Consolidation and the Increase in Authorised Share Capital. No Shareholders are required to abstain from voting on the resolutions in relation to the Share Consolidation and the Increase in Authorised Share Capital.
A circular containing, among other things, further details of the Share Consolidation, the Change in Board Lot Size and the Increase in Authorised Share Capital, together with a notice of EGM, will be despatched to the Shareholders on or before 13 February 2015.
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In this announcement, unless the context otherwise requires, the following expressions having the following meanings:
"Board" the board of Directors
"Business Day" a day (other than a Saturday or a Sunday) on which banks in
Hong Kong are generally open for normal banking business
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Change in Board Lot Size" the proposed change in board lot size of the Shares for trading on the Stock Exchange from 12,000 Shares to 6,000
Consolidated Shares
"Company" Genvon Group Limited, a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the main board of the Stock Exchange
"Consolidated Share(s)" ordinary share(s) of HK$0.20 each in the share capital of the
Company after the Share Consolidation becoming effective
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting of the Company to be conv ened and held for the appro ving (i) the Share Consolidation; and (ii) the Increase in Authorised Share Capital
"Group" the Company and its subsidiaries
"HKSCC" Hong Kong Securities Clearing Company Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" t h e Hong Kong Special Administrative Region of the
People's Republic of China
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"Increase in Authorised
Share Capital"
the proposed increase in the authorised share capital of the
Compan y from HK$1,000,000,000 di vided into
5,000,000,000 Consolidated Shares to HK$2,000,000,000 divided into 10,000,000,000 Consolidated Shares by the creation of an additional 5,000,000,000 Consolidated Shares
"Option(s)" share option(s) granted under the share option schemes of the Company
"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the
Company
"Share Consolidation" the proposed consolidation of every two (2) issued and unissued Shares into one (1) Consolidated Share
"Shareholder(s)" holder(s) of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By Order of the Board Genvon Group Limited Zhang Jing Ming
Executive Director and
Chief Executive Officer
Hong Kong, 28 January 2015
As at the date of this announcement, the Board comprises eight Executive Directors, namely Mr. Zhu Shi Xing, Mr. Zhang Jing Ming, Mr. Gu Shan Chao, Mr. Liu Xue Heng, Mr. Xu Guang Yu, Mr. Hu Xiao Yong, Mr. Dong Qi and Mr. Wang Zheng Chun and three Independent Non-Executive Directors, namely Mr. Wu Yong Xi, Mr. Tse, Man Kit, Keith and Mr. Xie Ming.
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