China Conch Venture : COMPLETION OF SHARE TRANSACTION IN RELATION TO ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANIES
06/28/2021 | 08:58am EDT
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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
China Conch Venture Holdings Limited
中 國 海 螺 創 業 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 586)
COMPLETION OF SHARE TRANSACTION IN RELATION TO ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANIES,
INVOLVING THE ISSUE OF
CONSIDERATION SHARES UNDER GENERAL MANDATE
Reference is made to the announcement of China Conch Venture Holdings Limited (the ''Company'') dated 7 June 2021 in respect of, the SP Agreement entered into between the Purchaser and the Vendors, pursuant to which the Purchaser conditionally agreed to acquire
from the First Vendor, the entire issued share capital in AGL, at the AGL Consideration of HK$616,151,831; and (b) from the Second Vendor, the entire issued share capital in WETH, at the WETH Consideration of HK$190,847,580. Pursuant to the SP Agreement, (a) the AGL Consideration shall be settled by the allotment and issue of Tranche A Consideration Shares (i.e. a total of 16,808,710 new Shares) to the First Vendor, and (b) the WETH Consideration shall be settled by the allotment and issue of Tranche B Consideration Shares (i.e. a total of 5,206,349 new Shares) to the Second Vendor. The Consideration Shares will be issued under the General Mandate at the issue price of HK$36.6567 per Consideration Share.
Capitalised terms used herein shall have the same meanings as those defined in the announcement dated 7 June 2021 unless stated otherwise.
COMPLETION OF THE ACQUISITIONS
The Board is pleased to announce that as of the date of this announcement, all the conditions precedent set out in the SP Agreement had been fulfilled and the completion of the Acquisitions had taken place (the ''Completion'') in accordance with the terms and conditions of the SP Agreement. Upon Completion, each of AGL, Able Bless, WETH, Faithful Environmental, Yaobai JV (together with each of the Yaobai Subsidiaries) and Chongqing JV has become an indirect wholly-owned subsidiary of the Company.
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On 28 June 2021, a total of 22,015,059 Consideration Shares (comprising 16,808,710 Tranche A Consideration Shares and 5,206,349 Tranche B Consideration Shares) have been allotted and issued to the Vendors (being the allottees to the Consideration Shares) at the issue price of HK$36.6567 per Consideration Share pursuant to the SP Agreement. The Consideration Shares were allotted and issued pursuant to the General Mandate granted to the Directors pursuant to an ordinary resolution passed by the Shareholders at the Company's annual general meeting held on 29 June 2020.
The Consideration Shares represent (i) about 1.22% of the entire issued share capital in the Company immediately before Completion, and (ii) about 1.21% of the Company's issued share capital as enlarged by the issue of the Consideration Shares immediately after Completion.
EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding structure of the Company immediately before and after the allotment and issuance of the Consideration Shares upon Completion are set out below for illustrative purpose only:
Aggregate of Standard Life Aberdeen plc affiliated investment management entities
Mr. Guo Jingbin
Mr. Ji Qinying's spouse (Note 3) Mr. Li Jian and his spouse (Note 4) Mr. Li Daming and his spouse (Note 5)
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Among these Shares, 41,560,000 Shares are directly owned by安徽海螺創業投資有限責任公司 (Anhui Conch Venture Investment Co., Ltd.*) (''CV Investment'') and the remaining 75,643,500 Shares, 5,182,000 Shares, 3,229,500 Shares, 991,500 Shares and 45,000 Shares are owned respectively by (i) 海 螺創投控股(珠海)有限公司 (Conch Venture Holdings (Zhuhai) Co., Ltd.*) (''CV Holdings (Zhuhai)''), (ii) 安徽海螺創業醫療投資管理有限責任公司 (Anhui Conch Venture Medical Investment Management Co., Ltd.*) (''CV Medical''), (iii) 海螺創業國際有限公司 (Conch Venture International Limited*) (''CVI''), (iv) 上海弋江投資有限公司 (Shanghai Yijiang Investment Limited*) (''SHYJ'') and (v) 上海 新永鎰資產管理有限公司 (Shanghai Xinyongyi Asset Management Limited*) (''SHXYY''), all of which are wholly-owned by CV Investment. CV Investment is deemed to be interested in the Shares in which CV Holdings (Zhuhai), CV Medical, CVI, SHYJ and SHXYY are interested by virtue of the SFO. As 82.93% of CV Investment's registered capital is held by SA Conch, SA Conch is deemed to be interested in the Shares in which CV Investment is interested by virtue of the SFO.
These Shares are owned by Splendor Court Holdings Limited which is wholly owned by Mr. Guo Jingbin. Mr. Guo Jingbin is deemed to be interested in the Shares held by Splendor Court Holdings Limited by virtue of the SFO.
These Shares are owned by Mr. Ji Qinying's spouse, Ms. Yan Zi. Mr. Ji Qinying is deemed to be interested in the Shares held by his spouse by virtue of the SFO.
Among these Shares, 7,396,370 Shares are owned by Mr. Li Jian and the remaining 105,346 Shares are owned by his spouse, Ms. Wang Zhenying. Mr. Li Jian is deemed to be interested in the Shares held by his spouse by virtue of the SFO.
Among these Shares, 6,200,563 Shares are owned by Mr. Li Daming and the remaining 10,000 Shares are owned by Mr. Li Daming's spouse, Ms. Zhang Qingmei. Mr. Li Daming is deemed to be interested in the Shares held by his spouse by virtue of the SFO.
By Order of the Board
China Conch Venture Holdings Limited
Anhui Province, the People's Republic of China
28 June 2021
As at the date of this announcement, the Board comprises Mr. GUO Jingbin (Chairman), Mr. JI Qinying (Chief Executive Officer), Mr. LI Jian and Mr. LI Daming as executive Directors; Mr. CHANG Zhangli as non-executive Director; and Mr. CHAN Chi On (alias Derek CHAN), Mr. CHAN Kai Wing and Mr. LAU Chi Wah, Alex as independent non- executive Directors.
English translation or transliteration of Chinese name for identification purpose only
China Conch Venture Holdings Ltd. published this content on 28 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2021 12:57:02 UTC.