3510227-m01annc

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 purpose only and does not constitute any invitation or offer to acquire, purchase or subscribe for any securities of the Company.




Bloomage BioTechnology Corporation Limited

華 熙 生 物 科 技 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00963)


  1. ISSUE OF MANAGEMENT SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE AND CONNECTED TRANSACTION INVOLVING ISSUE OF MANAGEMENT SUBSCRIPTION SHARES TO CONNECTED PERSONS UNDER SPECIFIC MANDATE AND
  2. DISCLOSEABLE TRANSACTION INVOLVING PROVISION OF FINANCIAL ASSISTANCE AND CONNECTED TRANSACTION INVOLVING PROVISION OF
FINANCIAL ASSISTANCE TO CONNECTED PERSONS



(i) ISSUE OF MANAGEMENT SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE AND CONNECTED TRANSACTION INVOLVING ISSUE OF MANAGEMENT SUBSCRIPTION SHARES TO CONNECTED PERSONS


On 6 November 2015, the Company and each of the Subscribers (including the Connected Subscribers) entered into the respective Management Subscription Agreements, pursuant to which, each of the Subscribers conditionally agreed to subscribe for, and the Company conditionally agreed to allot and issue, an aggregate of 9,687,500 Management Subscription Shares, in cash, at the Aggregate Subscription Consideration of HK$116,250,000, being the Management Subscription Price of HK$12 per Management Subscription Share multiplied by the number of Management Subscription Shares.

The Management Subscription Shares represent (i) approximately 2.90% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 2.82% of the issued share capital of the Company as enlarged by the allotment and issue of the Management Subscription Shares.


SPECIFIC MANDATE


The Management Subscription Shares, regardless of whether such Management Subscription Shares are to be issued and allotted to the Connected Subscribers, will be allotted and issued by the Company under the Specific Mandate.


USE OF PROCEEDS


The net proceeds from the Management Subscriptions are estimated to be approximately HK$115,355,000, representing a net price of approximately HK$11.91 per Management Subscription Shares, which would be used by the Company for working capital and general corporate purposes.


LISTING RULES IMPLICATIONS


The issue of the Management Subscription Shares to the Subscribers is subject to the announcement requirements under Rule 13.28 of the Listing Rules. The Management Subscription Shares will be issued under the Specific Mandate to be sought at the EGM and is therefore subject to the Independent Shareholders' approval.


The Connected Subscribers, Mr. Jin and Ms. Wang, are executive Directors and therefore connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the issue of the Management Subscription Shares to the Connected Subscribers constitute connected transactions for the Company under Chapter 14A of the Listing Rules and as a result they are subject to the reporting, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

(ii) DISCLOSEABLE TRANSACTION INVOLVING PROVISION OF FINANCIAL ASSISTANCE AND CONNECTED TRANSACTION INVOLVING PROVISION OF FINANCIAL ASSISTANCE TO CONNECTED PERSONS


On 6 November 2015, the Company and each of the Subscribers (including the Connected Subscribers) entered into the respective Management Loan Agreements, pursuant to which the Company conditionally agreed to grant the Loan in the aggregate principal amount of HK$98,812,500 to the Subscribers, representing approximately 85% of the Aggregate Subscription Consideration, upon and subject to the terms and conditions set out therein.


LISTING RULES IMPLICATIONS


As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of grant of the Loan to the Subscribers is more than 5% but less than 25%, the financial assistance provided by the Company to the Subscribers pursuant to the Management Loan Agreements constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the announcement requirement under Chapter 14 of the Listing Rules.


As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of grant of the Loan to the Connected Subscribers is less than 5%, the financial assistance provided by the Company to the Connected Subscribers pursuant to the Management Loan Agreements constitute connected transactions of the Company under the Listing Rules and are subject to the announcement requirement under Chapter 14A of the Listing Rules.


APPLICATION FOR LISTING


An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Management Subscription Shares on the Stock Exchange.


EGM


The Company will at the EGM seek the approval of the Independent Shareholders for the issue of the Management Subscription Shares under the Specific Mandate and the transactions contemplated thereunder. As at the date of this announcement, the Connected Subscribers and their associates are interested in 570,000 Shares, as such, the Connected Subscribers and their associates are required to and will abstain from voting at the EGM. To the extent that any Subscribers (other than the Connected Subscribers) and their associates hold any Shares, they are required to and will abstain from voting at the EGM.

GENERAL


The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders on the terms of the Management Subscription Agreements with the Connected Subscribers and the issue of the Management Subscription Shares to the Connected Subscribers pursuant thereto under the Specific Mandate. The Company has appointed the Independent Financial Advisor to advise the Independent Board Committee and the Independent Shareholders in this regard.


A circular containing, among other things, (i) further details of the issue of the Management Subscription Shares under the Specific Mandate and the transactions contemplated thereunder; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Advisor to the Independent Board Committee and the Independent Shareholders and (iv) a notice of the EGM, is expected to be despatched by the Company to the Shareholders on or before 27 November 2015.


Shareholders and potential investors should note that the Management Subscription Completion and the Loan is subject to the fulfillment or waiver of certain conditions precedent under the Management Subscription Agreements and the Management Loan Agreements respectively. As the Management Subscriptions and/or the grant of the Loan may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.


(i) ISSUE OF MANAGEMENT SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE AND CONNECTED TRANSACTION INVOLVING ISSUE OF MANAGEMENT SUBSCRIPTION SHARES TO CONNECTED PERSONS UNDER SPECIFIC MANDATE


THE MANAGEMENT SUBSCRIPTION AGREEMENTS


On 6 November 2015, the Company and each of the Subscribers (including the Connected Subscribers) entered into the respective Management Subscription Agreements, pursuant to which, each of the Subscribers conditionally agreed to subscribe for, and the Company conditionally agreed to allot and issue, an aggregate of 9,687,500 Management Subscription Shares, in cash, at the aggregate subscription consideration of HK$ 116,250,000, being the ManagementSubscription Price of HK$12 per Management Subscription Share multiplied by the number of

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