1. Art and Diseño

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
solicitation of an offer to acquire, purchase or subscribe for any securities of the Company.
ISSUE OF CONVERTIBLE BONDS
This announcement is made by the Company pursuant to Rule 13.28 of the Listing Rules.
ISSUE OF CONVERTIBLE BONDS
The Board is pleased to announce that after trading hours, on 2 February 2015, the
Company (as issuer) and the Investors (as subscribers) entered into the Subscription
Agreement pursuant to which the Company has conditionally agreed to issue, and the
Investors have conditionally agreed to subscribe for, the Convertible Bonds of an
aggregate principal amount of up to HK$620,000,000.
The Convertible Bonds will bear interest at the rate of 4.5% per annum and are initially
convertible into 275,948,014 new Conversion Shares (representing approximately 5.32%
of the enlarged issued share capital of the Company) at any time before the third Business
Day immediately prior to the Maturity Date falling on the third anniversary of the Issue
Date. A summary of the principal terms and conditions of the Convertible Bonds is set out
in this announcement.
As a condition precedent to the Investors completing the Subscription, the Guarantors,
each being a subsidiary of the Company, shall execute the Deed of Guarantee in favour of
the Investors to guarantee, among other things, the due and punctual observance and
performance by the Obligors of all of their obligations under the Transaction Documents.
The estimated net proceeds from the Subscription of approximately HK$618,000,000 will
be used by the Group for its general working capital.
–1–
GENERAL
Closing of the Subscription Agreement is conditional upon, among others, the Listing
Committee of HKSE having granted the approval for the listing of, and permission to deal
in, the Conversion Shares to be issued upon the exercise of the conversion rights attached
to the Convertible Bonds. The Conversion Shares will be allotted and issued under the
General Mandate granted to the Directors by the Shareholders. As at the date of this
announcement, save for the proposed issue of the Conversion Shares upon exercise of the
conversion rights attached to Convertible Bonds, the Company has not utilised the
General Mandate.
No application will be made for the listing of any of the Convertible Bonds on HKSE or
any other stock exchange.
Shareholders and potential investors should note that the Subscription Agreement is
subject to Conditions and may or may not proceed. Shareholders and potential
investors are advised to exercise caution when dealing in the Shares.
After trading hours, on 2 February 2015, the Company (as issuer) and the Investors (as
subscribers) entered into the Subscription Agreement pursuant to which the Company has
conditionally agreed to issue, and the Investors has conditionally agreed to subscribe for, the
Convertible Bonds of an aggregate principal amount of up to HK$620,000,000.
A summary of the principal terms of the Subscription Agreement and the principal terms and
conditions of the Convertible Bonds is set out below:
THE SUBSCRIPTION AGREEMENT
Date:
2 February 2015
Parties:
Issuer:
The Company; and
Investors:
Design Time Limited and Driven Innovation Limited
To the best of the Directors’ knowledge, information and belief, having made all reasonable
enquiries, Design Time Limited and its indirect holding company, CCB International
(Holdings) Limited, are third parties independent of the Directors, substantial Shareholders,
the Company and other members of the Group and their respective associates.
To the best of the Directors’ knowledge, information and belief, having made all reasonable
enquiries, Driven Innovation Limited and its indirect holding company, China Huarong
Asset Management Co., Ltd. are third parties independent of the Directors, substantial
Shareholders, the Company and other members of the Group and their respective associates.
–2–
Aggregate amount of the Convertible Bonds to be subscribed:
Subject to fulfillment of the Conditions, the Investors have agreed to subscribe for the
Convertible Bonds in an aggregate principal amount of up to HK$620,000,000.
Conditions precedent to the Subscription Agreement:
Closing shall take place on the Closing Date, being the same Business Day (or such other
date as may be agreed between the parties) of the fulfillment or waiver of the Conditions,
which include, among other things, the followings:
(a) the execution and delivery of the Transaction Documents, each in a form satisfactory to
the Investors;
(b) all the warranties listed in the Subscription Agreement being true, complete and
accurate in all respects and not misleading in any respect and the Company having
performed all its obligations under the Subscription Agreement to be performed on or
before the Closing Date;
(c) the Investors being satisfied with (i) the business (including future projects, prospects,
business strategy, development and investment scope and business plan), technical,
legal, financial, accounting and tax due diligence investigations with respect to the
Group; and (ii) all ‘‘Know Your Client’’ and anti-money laundering checks and all other
customer due diligence requirements with respect to the Group, and the entering into
the transactions contemplated under the Transaction Documents;
(d) the Investors having obtained all necessary internal approvals in respect of the
subscription of the Convertible Bonds as set forth in the Subscription Agreement;
(e) the Company having (i) duly complied with all requirements under the applicable laws
and its memorandum and articles of association necessary for the validity and
enforceability of the Transaction Documents and the issue of the Convertible Bonds;
(ii) duly completed all procedural requirements required by any relevant governmental
authority and its memorandum and articles of association in connection with the signing
of the Transaction Documents and the proposed issue of the Convertible Bonds; and
(iii) obtained all consents and approvals by the relevant governmental authority and
under its memorandum and articles of association in connection with the signing of the
Transaction Documents and the proposed issue of the Convertible Bonds;
(f) there being no governmental authority or other person that has:
(i)
requested any information in connection with or instituted or threatened any action
or investigation to restrain, prohibit or otherwise challenge the subscription for the
Convertible Bonds;
(ii) threatened to take any action as a result of or in anticipation of the subscription for
the Convertible Bonds; or
(iii) proposed or enacted any applicable laws which would prohibit, materially restrict
or materially delay the subscription for the Convertible Bonds;
–3–
(g) there shall not have been any suspension of the trading of the Shares on the HKSE for
any reason during the period between the date of the Subscription Agreement and the
Closing Date (save for the purposes of clearing an announcement in respect of the issue
of the Convertible Bonds pursuant to the Subscription Agreement and in respect of any
transaction which is of a routine nature) or cessation of trading of the Shares on the
HKSE for any reason;
(h) the approval for the listing of and the permission to deal in the new Shares issuable
upon conversion of the Convertible Bonds on the HKSE shall have been obtained;
(i)
as at the date of the Subscription Agreement and the Closing Date, there being no
material adverse change in the principal business, operations, properties, conditions
(financial or otherwise), personnel or prospects of the Group, nor the happening of
events which may have a material adverse effect; and
(j)
there shall not have occurred (i) any change, or any development involving a
prospective change, in national or international monetary, financial, political or
economic conditions or currency exchange rates or foreign exchange controls, (ii) a
general moratorium on commercial banking activities in the Cayman Islands, BVI,
Hong Kong or the PRC by any governmental authority, (iii) an outbreak or escalation of
hostilities or act of terrorism, and which, with respect to any of (i) to (iii) above,
individually or in aggregate, is or is likely to have a material adverse effect, or (iv) a
suspension or material limitation of trading in securities generally on the HKSE.
If the Conditions are not fulfilled or waived by the Investors on or before 16 March 2015,
the Investors may, in its absolute discretion, terminate the Subscription Agreement.
Closing:
Upon Closing, the Investors shall pay their respective portions of the subscription price of
up to HK$620,000,000 into the designated bank account of the Company by wire transfer in
immediately available HK$ funds.
USE OF PROCEEDS
Assuming Convertible Bonds of an aggregate principal amount of HK$620,000,000 are
issued, the aggregate gross proceeds from the Subscription are expected to be
HK$620,000,000. The net proceeds from the Subscription, after the deduction of related
expenses, are estimated to be approximately HK$618,000,000 which will be used by the
Group for its general working capital.
GUARANTEES
As a Condition precedent to the Investors completing the Subscription, the Guarantors, each
being a subsidiary of the Company, shall execute the Deed of Guarantee in favour of the
Investors to guarantee, among other things, the due and punctual observance and
performance by the Obligors of all of their obligations under the Transaction Documents.
–4–
TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS
Issuer
:
The Company
Guarantee
:
The Guarantors will guarantee the performance or observance
of or compliance with any obligations, covenants,
undertakings or other terms under any of the Transaction
Documents by the Obligors.
Principal amount
:
Convertible Bonds in an aggregate principal amount of up to
HK$620,000,000.
Issue price
:
100% of the principal amount of the Convertible Bonds.
Ranking of
Convertible Bonds
:
The Convertible Bonds will (subject to any obligations
preferred by mandatory provisions of law) rank pari passu
with all other present and future direct, unconditional and
unsubordinated obligations of the Company.
Maturity date
:
The date falling on the third anniversary of the Issue Date (the
‘‘Maturity Date’’).
Interest
:
4.5% per annum on the outstanding principal amount of the
Convertible Bonds, which shall be payable in arrears on 20
June and 20 December of each year from the Issue Date until
the Maturity Date.
Redemption upon
maturity
:
The Company shall redeem on the Maturity Date all the
outstanding principal amount of the Convertible Bonds in an
amount equal to the aggregate of 110.5% of the then
outstanding principal amount of the Convertible Bonds,
together with all accrued and outstanding interest, payment
and fee, if any.
Redemption upon
event of default
:
Upon the occurrence of an event of default, the Bondholder
shall be entitled to require the Convertible Bonds to be
redeemed in an amount equal to the sum of the aggregate
principal amount of the Convertible Bonds then outstanding
plus a premium representing a compound interest rate of 18%
per annum (to be compounded annually) on the outstanding
principal amount of the Convertible Bonds from the Issue Date
up to and including the date of payment (provided that any
interest paid by the Company before the date of redemption
shall be deducted therefrom).
–5–
Conversion Period
:
The period commencing from Issue Date up to and including
the date no later than three Business Days immediately prior
to Maturity Date (the ‘‘Conversion Period’’).
Conversion Price
:
Initially at HK$2.2468 per Conversion Share during the period
from the Issue Date to the day immediately before the first
anniversary of the Issue Date,
Initially at HK$2.2936 per Conversion Share, during the
period from the first anniversary of the Issue Date to the day
immediately before the second anniversary of the Issue Date,
Initially at HK$2.3404 per Conversion Share, during the
period from the second anniversary of the Issue Date to the
last day of the Conversion Period,
subject to adjustments.
Adjustments to
Conversion Price
:
The Conversion Price will be subject to adjustment for, among
other things,
(a) consolidation or subdivision of Shares;
(b) capitalisation of profits or reserves;
(c) distributions;
(d) the Company offers to Shareholders new Shares for
subscription by way of rights, or grants to Shareholders
any options or warrants or other rights to subscribe for
new Shares, at a price per new Share which is less than
95% of the market price on the last trading day preceding
the date of the announcement of the terms of the issue or
grant;
(e) the Company issues wholly for cash any Shares or the
issue or grant any options, warrants or other rights to
subscribe for or purchase Shares in each case at a price
per Share which is less than 95% of the market price on
the last trading day preceding the date of announcement
of the terms of such issue;
–6–
(f) any Group company or any other entity issues securities
which carry rights of conversion into, or exchange or
subscription for, Shares to be issued by the Company on
conversion, exchange or subscription at a consideration
per Share which is less than 95% of the market price on
the last trading day preceding the date of announcement
of the terms of issue of such securities;
(g) the rights of conversion or exchange or subscription
attached to any such securities are modified so that the
consideration per Share initially receivable for such
securities shall be less than 95% of the market price on
the last trading day preceding the date of announcement
of the proposals for such modifications;
(h) the Company or any of its subsidiaries or entity issues,
sells or distributes any securities in connection with an
offer pursuant to which the Shareholders generally are
entitled to participate in arrangements whereby such
securities may be acquired by them; and
(i)
the Company or the majority of the Bondholder
determines that an adjustment should be made to the
Conversion Price and the Company shall consult the
experts to determine what adjustment to the Conversion
Price is fair and reasonable.
Conversion Shares to
be issued under the
Convertible Bonds
:
Based on the initial Conversion Price of HK$2.2468 per
Conversion Share, a total of 275,948,014 Conversion Shares
will be issued upon full conversion of the principal amount of
the Convertible Bonds, representing approximately 5.32% of
the enlarged issued share capital of the Company.
Ranking of Conversion
Shares
:
Conversion Shares issued upon conversion shall be fully paid,
free from any liens, charges, pre-emptive rights, third party
rights or any other encumbrance and rank pari passu in all
respects with all other Shares in issue on the date of
conversion and the holder shall be entitled in respect of its
Conversion Shares to all dividends, and other distributions the
record date for which falls on a date on or after the conversion
notice.
Listing
:
No application will be made for the listing of any of the
Convertible Bonds on HKSE or any other stock exchange.
–7–
Transferability
:
The Convertible Bonds are freely transferrable (in whole or in
part) by the Bondholder to any person subject to compliance
with all applicable laws and provided that no transfer shall be
made to a connected person (as defined in the Listing Rules)
of the Company unless otherwise approved by the HKSE.
Special covenants
:
The Company undertakes that until the Company has fully
performed all of its obligations under the Convertible Bonds
instrument, it shall at all times maintain the following special
covenants:
(a) the consolidated net asset value of the Company to be not
less than HK$5,000,000,000;
(b) the ratio of the consolidated total assets over the
consolidated net asset value of the Group to be not more
than 2; and
(c) Mr. Zhang Peter Y. and Mr. Deng Jie, each an executive
Director, shall remain on the Board.
THE CONVERSION PRICE
The initial Conversion Price is HK$2.2468 per Conversion Share and represents:
(i)
a premium of approximately 16.41% over the closing price of HK$1.93 per Share as
quoted on HKSE on the Last Trading Day;
(ii) a premium of approximately 20.80% over the average closing price of HK$1.86 per
Share as quoted on HKSE for the 5 trading days up to and including the Last Trading
Day;
(iii) a premium of approximately 19.07% over the average closing price of HK$1.887 per
Share as quoted on HKSE for the last 10 trading days up to and including the Last
Trading Day; and
(iv) a premium of approximately 111.96% to the Group’s audited consolidated net assets
value per Share as at 30 June 2014 of approximately HK$1.06 (based on a total of
4,914,693,528 Shares as at the date of the Subscription Agreement and the Group’s
audited consolidated net assets value attributable to Shareholders of approximately
HK$5,220.8 million as at 30 June 2014).
The Conversion Price was determined after arm’s length negotiation between the Company
and the Investors with reference to the recent trading prices of the Shares on HKSE. The
Directors are of the view that the Conversion Price is fair and reasonable and in the interests
of the Company and Shareholders as a whole.
The net issue price, after deduction of the relevant expenses, is approximately HK$2.2396
per Conversion Share.
–8–
ISSUE OF THE CONVERSION SHARES UNDER THE GENERAL MANDATE
Based on the principal amount of up to HK$620,000,000 of Convertible Bonds and the
initial Conversion Price of HK$2.2468 per Conversion Share, the Company will issue
275,948,014 Conversion Shares upon exercise of the conversion right attached to the
Convertible Bonds, representing:
(i)
approximately 5.61% of the issued share capital of the Company as at the date of the
Subscription Agreement; and
(ii) approximately 5.32% of the issued share capital of the Company as enlarged by the
issue of the Conversion Shares upon full conversion of the Convertible Bonds
(assuming that there is no change in the issued share capital of the Company other than
the issue of the Conversion Shares since the date of the Subscription Agreement up to
the date of full conversion of the Convertible Bonds).
The Conversion Shares will be issued and allotted under the General Mandate granted to the
Directors by the Shareholders at the Company’s annual general meeting held on 29
December 2014 to issue, allot and deal with not more than 819,015,588 Shares.
As at the date of this announcement, save for the proposed issue of the Conversion Shares
upon exercise of the conversion rights attached to Convertible Bonds, the Company has not
utilised the General Mandate.
As such, the issue of the Convertible Bonds and the Conversion Shares upon the exercise of
the conversion rights attached to the Convertible Bonds will not be subject to Shareholders’
approval.
Application will be made by the Company to the Listing Committee of HKSE for the
granting of the approval for the listing of, and permission to deal in, the Conversion Shares
to be issued upon the exercise of the Convertible Bonds.
INFORMATION ON THE GROUP
The Group is principally engaged in the research and development, manufacture and sale of
traditional Chinese medicine (including mainly gynecological medicine), bio-pharmaceutical
products, hospital management and investment business and other healthcare related business
in the PRC.
INFORMATION ON THE INVESTORS
Design Time Limited is a limited liability company incorporated in the British Virgin
Islands. It is indirectly and wholly-owned by CCB International (Holdings) Limited
(‘‘CCBI’’). CCBI is an investment services flagship which is indirectly and wholly-owned
by China Construction Bank Corporation, a joint-stock company incorporated in the PRC
and listed on the Main Board of the HKSE (stock code: 0939) and the Shanghai Stock
Exchange (stock code: 601939).
–9–
Driven Innovation Limited is a limited liability company incorporated in the BVI. It is
directly and wholly-owned by Huarong (HK) International Holdings Limited (Huarong HK).
Huarong HK is a limited liability company incorporated in Hong Kong, which is a whollyowned subsidiary of China Huarong Asset Management Co., Ltd. (‘‘China Huarong’’). China
Huarong is a large state-owned non-bank financial company, held by the Ministry of Finance
as to 98.06%, holding over RMB300 billion in assets. It provides comprehensive financial
services including asset management, banking, securities, trust, leasing, investment, funds,
futures and real estate.
REASONS FOR THE ISSUE OF THE CONVERTIBLE BONDS
The Directors consider that the issue of Convertible Bonds represents an opportunity to raise
additional funds for the Group’s general working capital.
The Directors also consider that the issue of the Convertible Bonds is an appropriate means
through which the Company can raise funds as it provides the Company with immediate
funding without immediate dilution of the interests of the existing Shareholders
notwithstanding that their interests will be diluted if the Convertible Bonds are converted in
the future. In addition, upon conversion of the Convertible Bonds, it is contemplated that the
capital base of the Company would be enlarged and strengthened, which might benefit the
future growth and development of the Group’s business.
Taking into account of the above, the Directors consider that the terms and conditions of the
Subscription Agreement and the Convertible Bonds were negotiated on an arm’s length basis
and agreed on normal commercial terms between the Company and the Investors. The
Directors also consider that the terms and conditions of the Subscription Agreement and the
Convertible Bonds were fair and reasonable and the entering into of the Subscription
Agreement and the issue of the Convertible Bonds would be in the interests of the Company
and the Shareholders as a whole.
FINANCIAL EFFECT OF THE ISSUE OF THE CONVERTIBLE BONDS
Upon the issue of the Convertible Bonds, the total assets and total liabilities of the Group
will be increased by an amount equal to the principal amount of the Convertible Bonds.
– 10 –
EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
As at the date of this announcement, the Company had 4,914,693,528 Shares in issue. Set
out below are the shareholding structures of the Company (i) as at the date of this
announcement and (ii) immediately after full conversion of the Convertible Bonds at the
initial Conversion Price of HK$2.2468 per Conversion Share (assuming that there is no
change in the issued share capital of the Company other than the issue of the Conversion
Shares since the date of the Subscription Agreement up to the date of full conversion of the
Convertible Bonds):
As at the date of this
announcement
Approximate
percentage
No. of Shares
(%)
Immediately after full
conversion of the
Convertible Bonds
Approximate
percentage
No. of Shares
(%)
1,276,730,994
25.98
1,276,730,994
24.60
706,995,043
99,532
6,605,659
1,632,000
1,588,800
14.39
0.002
0.13
0.03
0.03
706,995,043
99,532
6,605,659
1,632,000
1,588,800
13.62
0.002
0.13
0.03
0.03
Sub-total:
1,993,652,028
40.57
1,993,652,028
38.41
Public
Investors
Other Shareholders (excluding Investors)
—
2,921,041,500
—
59.43
275,948,014
2,921,041,500
5.32
56.27
Sub-total:
2,921,041,500
59.43
3,196,989,514
61.59
Total:
4,914,693,528
100.00
5,190,641,542
100.00
Connected persons
Bull’s-Eye Limited (Note 1)
Haw Par Pharmaceutical Holdings Pte. Ltd.
(Note 2)
Tarn Sien Hao (Note 3)
Professor Kung Hsiang Fu (Note 3)
Professor Tso Wung Wai (Note 3)
Hon Yiu Ming Matthew (Note 3)
– 11 –
Notes:
1.
More than one-third of the issued share capital of Bull’s-Eye Limited is beneficially owned by Mr. Zhang
Peter Y., an executive Director.
2.
Haw Par Pharmaceutical Holdings Pte. Ltd. is a wholly-owned subsidiary of Haw Par Corporation
Limited, a company incorporated in Singapore whose shares are listed on the Singapore Exchange
Securities Trading Limited.
3.
Each of Professor Kung Hsiang Fu, Professor Tso Wung Wai and Mr. Hon Yiu Ming Matthew is an
independent non-executive Director, whereas Mr. Tarn Sien Hao is a non-executive Director.
EQUITY FUND RAISING ACTIVITIES BY THE COMPANY DURING THE PAST
TWELVE MONTHS
The Company has not conducted any equity fund raising activity during the past twelve (12)
months immediately preceding the date of this announcement.
GENERAL
This announcement is made by the Company pursuant to Rule 13.28 of the Listing Rules.
Shareholders and potential investors should note that the Subscription Agreement is
subject to Conditions and may or may not proceed. Shareholders and potential
investors are advised to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall
have the following meanings:
‘‘associate(s)’’
has the meaning ascribed to it under the Listing Rules
‘‘Board’’
the board of Directors
‘‘Bondholder(s)’’
holder(s) of any amount of the Convertible Bonds from time
to time
‘‘Business Day(s)’’
a day on which commercial banks in Hong Kong are
generally open for business other than Saturday and Sunday
or a public holiday, or a day on which commercial banks do
not open for business owing to a tropical cyclone warning
signal number 8 or above or a black rainstorm warning
signal being in force in Hong Kong
‘‘BVI’’
the British Virgin Islands
‘‘Closing’’
completion of the Subscription as contemplated under the
Subscription Agreement
– 12 –
‘‘Closing Date’’
the date on which the Closing shall take place, being the
same Business Day of the fulfillment (or waiver) of all the
Conditions or such other date as the Company and the
Investors may agree
‘‘Company’’
Hua Han Bio-Pharmaceutical Holdings Limited, a company
incorporated in the Cayman Islands with limited liability
whose Shares are listed on the Main Board of HKSE
‘‘Conditions’’
the conditions precedent to Closing, the principal ones of
which are summarised in the paragraph headed ‘‘Conditions
precedent to the Subscription Agreement’’ under the section
headed
‘‘The
Subscription
Agreement’’
in
this
announcement
‘‘connected person(s)’’
has the meaning ascribed to it under the Listing Rules
‘‘Conversion Price’’
the initial conversion price of the Convertible Bonds
(subject to adjustments) as described in the paragraph
headed ‘‘Terms and Conditions of the Convertible Bonds —
Conversion Price’’ in this announcement
‘‘Conversion Share(s)’’
(an) ordinary share(s) of par value of HK$0.10 each (or
such other amount as such ordinary share(s) may be divided
or consolidated or converted into) in the share capital of the
Company issued upon conversion of the Convertible Bonds
‘‘Convertible Bonds’’
the 4.5% fixed coupon convertible bonds in an aggregate
principal amount of up to HK$620,000,000 convertible into
Shares to be issued by the Company as contemplated under
the Subscription Agreement
‘‘Deed of Guarantee’’
the deed of guarantee to be executed by the Guarantors in
favour of the Investors to guarantee the due and punctual
observance and performance by the Obligors of all of their
obligations under the Transaction Documents
‘‘Director(s)’’
the director(s) of the Company
‘‘General Mandate’’
the general mandate granted to the Directors at the annual
general meeting of the Company on 29 December 2014 to
allot, issue and deal with not more than 819,015,588 Shares
‘‘Grand Motion Development
Limited’’
a company incorporated under the laws of Hong Kong with
limited liability
‘‘Group’’
the Company and its subsidiaries
– 13 –
‘‘Guarantors’’
collectively Intended Features Limited, Main Union
Investment Limited and Grand Motion Development
Limited and a ‘‘Guarantor’’ means any one of them
‘‘HKSE’’
The Stock Exchange of Hong Kong Limited
‘‘HK$’’
Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the PRC
‘‘Intended Features Limited’’
a company incorporated under the laws of BVI with limited
liability
‘‘Investors’’
means Design Time Limited, a company incorporated under
the laws of BVI with limited liability and Driven Innovation
Limited, a company incorporated under the laws of BVI
with limited liability and an ‘‘Investor’’ means any one of
them
‘‘Issue Date’’
the date when the Convertible Bonds are issued by the
Company to the Investors
‘‘Last Trading Day’’
2 February 2015, being the date of the Subscription
Agreement and the last trading day of the Shares on HKSE
before the publication of this announcement
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on HKSE
‘‘Main Union Investment
Limited’’
a company incorporated under the laws of BVI with limited
liability
‘‘Obligors’’
means the Company, Intended Features Limited, Main
Union Investment Limited and Grand Motion Development
Limited and an ‘‘Obligor’’ means any one of them
‘‘PRC’’
the People’s Republic of China excluding, for the purposes
of this announcement, the Macau Special Administrative
Region of the PRC and the territory of Taiwan
‘‘Share(s)’’
(an) ordinary share(s) of par value of HK$0.10 each (or
such other amount as such ordinary share(s) may be divided
or consolidated or converted into) in the share capital of the
Company
‘‘Shareholder(s)’’
the registered holder(s) of (an) issued Share(s) from time to
time
‘‘Subscription’’
the proposed subscription by the Investors of the
Convertible Bonds as contemplated under the Subscription
Agreement
– 14 –
‘‘Subscription Agreement’’
the convertible bonds subscription agreement dated 2
February 2015 and entered into between the Company and
the Investors in relation to the Subscription
‘‘subsidiary’’
has the meaning ascribed to it under the Listing Rules
‘‘Transaction Documents’’
means (i) the Subscription Agreement, (ii) the Convertible
Bonds as represented by the note certificate (together with
the terms and conditions of the Convertible Bonds), (iii) the
Deed of Guarantee, and (iv) any deeds of adherence, other
agreements, instruments, certificates executed or entered
into by any or all of the Company and the Guarantors
pursuant to or in connection with any of the foregoing
‘‘%’’
per cent.
By order of the Board
Hua Han Bio-Pharmaceutical Holdings Limited
Zhang Peter Y.
Chairman
Hong Kong, 2 February 2015
As at the date of this announcement, the Board comprises Mr. Zhang Peter Y., Mr. Deng
Jie, Mr. Long Xian Feng and Mr. Zhou Chong Ke as executive Directors, Mr. Wee Ee Lim
(Ms. Lim Seok Bin Zann as his alternate) and Mr. Tarn Sien Hao as non-executive
Directors, and Professor Kung Hsiang Fu, Professor Tso Wung Wai and Mr. Hon Yiu Ming
Matthew as independent non-executive Directors.
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