Venus Medtech Hangzhou : COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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 any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Placing Shares mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The Placing Shares may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

杭州啓明醫療器械股份有限公司

Venus Medtech (Hangzhou) Inc.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2500)

COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Placing Agents

The Board is pleased to announce that all conditions precedent to the Placing as set out in the Placing Agreement have been satisfied and completion of the Placing took place on September 10, 2020 in accordance with the terms and conditions of the Placing Agreement. The Company placed, through the Placing Agent, 18,500,000 new H Shares at a price of HK$64.19 per Placing Share.

Reference is made to the announcement of the Company dated September 3, 2020 (the "Announcement") in relation to the placing of 18,500,000 new H Shares of the Company (the "Placing"). Unless otherwise defined, all capitalized terms used herein shall have the same meaning as defined in the Announcement.

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COMPLETION OF THE PLACING

The Board of the Company is pleased to announce that all conditions precedent to the Placing as set out in the Placing Agreement have been satisfied (including the granting by the Listing Committee of the listing of and, permission to deal in, the Placing Shares), and Completion of the Placing took place on September 10, 2020.

An aggregate of 18,500,000 new H Shares, representing approximately 9.19% and 4.37%, respectively, of the total issued H Shares and the total issued Shares of the Company as enlarged by the allotment and issue of the Placing Shares, have been successfully allotted and issued by the Company on September 10, 2020 at the Placing Price of HK$64.19 per Placing Share to not less than six independent professional, institutional and/or individual investors which are not connected persons of the Company.

The aggregate gross proceeds from the Placing are approximately HK$1,188 million and the aggregate net proceeds from the Placing are approximately HK$1,173 million after deducting the expenses of the Placing. The Company intends to use the net proceeds from the Placing for investments in upstream and downstream companies to achieve synergies in operations, expansion in our facilities, and general working capital, in order to facilitate the long-term strategic development of the Company.

SHAREHOLDING STRUCTURE OF THE COMPANY IMMEDIATELY BEFORE AND AFTER COMPLETION OF THE PLACING

Set out below is the shareholding structure of the Company immediately before and after Completion of the Placing on the Closing Date:

	Immediately before		Immediately after Completion of
	Completion of the Placing		the Placing
			Percentage of				Percentage of
Holder of the Shares	No. of Shares		issued Shares		No. of Shares	issued Shares
		(%)				(%)
Holders of Domestic
Shares
Mr. Zhenjun Zi (Note 1)	45,818,273	11.33	45,818,273	10.83
Other holders of Domestic
Shares	38,068,663	9.41	38,068,663	9.00
Holders of Unlisted
Foreign Shares
Mr. Min Frank Zeng
(Note 2)	47,954,404	11.86	47,954,404	11.34
Mr. Zhenjun Zi (Note 1)	11,057,251	2.73	11,057,251	2.61
Other Unlisted Foreign
Shareholders	78,855,488	19.50	78,855,488	18.64
Holders of H Shares
Placees	-		-	18,500,000	4.37
Other holders of H Shares	182,714,864	45.17	182,714,864	43.20
Total Issued Shares	404,468,943	100	422,968,943	100

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Notes:

1. Mr. Zhenjun Zi beneficially owns 30,923,302 Domestic Shares directly, and is also deemed to be interested in 14,894,971 Domestic Shares and 11,057,251 Unlisted Foreign Shares through the intermediaries he controlled. For details of such intermediaries, please refer to the 2019 Annual Report of the Company.
2. Mr. Min Frank Zeng is the sole shareholder of Horizon Binjiang LLC which owns 47,954,404 Unlisted Foreign Shares.
3. Certain figures and percentage figures included in the above table have been subject to rounding adjustments.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

References are also made to the circular of the Company dated April 20, 2020 in relation to granting the Board a General Mandate to issue, allot and deal with the Shares and the poll results announcement of the 2019 annual general meeting dated May 21, 2020 of the Company. According to the annual general meeting of the Company held on May 21, 2020, the Board was authorized to increase the registered capital of the Company after the Placing and to make corresponding amendments to the articles of association of the Company (the "Articles of Association") relating to share capital and shareholdings, and to authorize the management of the Company to carry out the relevant procedures.

Since the Completion of the Placing took place on September 10, 2020, the Company has amended relevant articles in the Articles of Association accordingly. Details of the amendments to the Articles of Association are as follows:

Original Articles	Amended Articles
Article 21 The registered capital of the Company	Article 21 The registered capital of the Company
is RMB404,468,943.	is RMB422,968,943.
Article 23 Upon completion of the initial public	Article 23 The total number of shares of
offering of overseas-listed foreign shares, the share	the Company is 422,968,943.The share capital
capital structure of the Company shall comprise of:	structure of the Company shall comprise of:
404,468,943 ordinary shares, including 83,886,936	422,968,943ordinary shares, including 83,886,936
domestic shares, representing 20.74% of the	domestic shares, representing 19.83%of the
total number of ordinary shares of the Company,	total number of ordinary shares of the Company,
137,867,143 Unlisted Foreign Shares, representing	137,867,143 Unlisted Foreign Shares, representing
34.09% of the total number of ordinary shares of the	32.60%of the total number of ordinary shares
Company, and 182,714,864 H Shares, representing	of the Company, and 201,214,864H Shares,
45.17% of the total number of ordinary shares of	representing 47.57%of the total number of
the Company.	ordinary shares of the Company.

By order of the Board

Venus Medtech (Hangzhou) Inc.

Min Frank Zeng

Chairman of the Board

Hangzhou, September 10, 2020

As at the date of this announcement, the executive Directors are Mr. Min Frank Zeng, Mr. Zhenjun Zi and Mr. Lim Hou-Sen (Lin Haosheng); the non-executive Director is Ms. Nisa Bernice Wing-Yu Leung; and the independent non-executive Directors are Mr. Ting Yuk Anthony Wu, Mr. Wan Yee Joseph Lau and Mr. Chi Wai Suen.

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