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.

山 東 威 高 集 團 醫 用 高 分 子 製 品 股 份 有 限 公 司 Shandong Weigao Group Medical Polymer Company Limited *

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

(Stock Code: 1066)

CONNECTED TRANSACTION DISPOSAL OF 29.9% EQUITY INTEREST IN TARGET COMPANY

The Board announces that Wellford as the vendor and Shandong Weixin as the purchaser entered into the conditional sale and purchase agreement dated 5 September 2017, pursuant to which, the vendor has conditionally agreed to dispose its 100% equity interests in Better City, the sole asset of Better City is 100% equity interest in Lucky Goal whose sole asset is 29.9% equity interest in Zurich Medical Corporation (the "Target Company"), to the purchaser at the consideration of USD 8.55 million (equivalent to about HK$66.3 million). The consideration shall be satisfied in cash upon completion. The Target Company is principally engaged in the research and development, production and sales of cardiovascular products, ie. devices used on fractional flow reserve in coronary arteries.

Upon the completion of the disposal, Wellford will cease to hold any interest in the Target Company. As the Shandong Weixin is the subsidiary of Weigao Holding, which is the controlling shareholder of the Company, pursuant to Rule 14A.07(1) of the Listing Rules, the purchaser is a connected person of the Company, as such, entering into the sales and purchase agreement constitutes a connected transaction under Chapter 14A of the Listing Rules.

* For identification purpose only

As one or more of the applicable percentage ratio(s) (as defined under Rule 14.07 of the Listing Rules) (other than the profits ratio) in respect of the sales and purchase agreement is or are higher than 0.1% but less than 5%, entering into the sales and purchase agreement is subject to the announcement requirement but exempt from the independent Shareholders' approval requirement of Chapter 14A of the Listing Rules.

  1. THE SALES AND PURCHASE AGREEMENT

    Date: 5 September 2017

    Parties: the vendor: Wellford

    the purchaser: Shandong Weixin

    Subject matter: Pursuant to the Sales and Purchase Agreement, the vendor conditionally agreed to sell and the purchaser conditionally agreed to purchase 100% equity interests in Better City, an investment vehicle which directly holds 100% equity interests in another investment vehicle named Lucky Goal, which in turn directly holds 29.9% equity interest in the Target Company.

    Consideration: The consideration for the disposal shall be USD 8.55 million (equivalent to approximately HK$66.3 million), which shall be paid in cash upon the completion.

    The consideration for the Sales and Purchase Agreement was determined and agreed between the parties after arm's length negotiation based on normal commercial terms, having regarding to total investment cost of USD8.55 million, including the relevant costs and expenses paid by the Company.

    Completion: The parties shall cooperate and ensure that the proposed Disposal is completed within 6 months after the Sales and Purchase Agreement becoming effective, including completing the procedures for the registration of change in ownership certificate.

    After the completion of the proposed Disposal, the Company will cease to have any interest in the Target Company.

  2. REASONS FOR AND BENEFITS OF THE PROPOSED DISPOSAL

    The Directors have been constantly evaluating the current businesses of the Group with an aim to streamline its businesses and increase their overall performances and prospects. The Directors are of the view that the Disposal will enhance the cash position and working capital of the Group, and thus allow the Group to restructure its strategic business position and focus in pursuing the development of its core businesses.

  3. FINANCIAL IMPACT OF THE PROPOSED DISPOSAL

    The unaudited net loss of the Target Company for the six months period ended 30 June 2017 was approximately USD 1.2 million (equivalent to approximately HK$9.3 million) and the net asset value as of 30 June 2017 was USD 1.0 million (equivalent to approximately HK$7.7 million).

    It is estimated that there would have insignificant financial impact on the Group as the consideration was determined based on total investment cost of USD 8.5 million (equivalent to approximately HK$66.0 million) plus the relevant expenses of about USD 50,000 (equivalent to approximately HK$388,000). The Board intends to apply the net proceeds from the Disposal as general working capital of the Group. Upon completion, the Target Company will cease to be an associate company of the Group.

  4. INFORMATION ABOUT THE COMPANY AND OTHER PARTIES

The Group is principally engaged in the research and development, production and sale of single-use medical devices, orthopaedic products and blood purification products.

Better City and Lucky Goal are two indirect wholly owned subsidiaries of the Company and both are investment holding companies.

Shandong Weixin is a subsidiary which is 90% held by Weigao Holding, and is principally engaged in the research and development, production and sale of interventional devices for the treatment of heart diseases.

Weigao Holding is a conglomerate corporate and has investment and engaged in different business sectors, including production and sales of pharmaceutical and medical equipment, logistic services, property development and construction and provision of catering services in China.

The Target Company was incorporated in Cayman Islands in 2015 with limited liability and is a 29.9% company holding indirectly by the Company. The Target Company is principally engaged in the research and development, manufacturing and sales of cardiovascular products, ie. devices used on fractional flow reserve in coronary arteries.

Set out below is a summary of the unaudited financial information of the Target Company since its incorporation in 2015:

For the six months

ended 30 June

For the twelve months

ended 31 December

For the six months

ended 31 December

2017 2016 2015

USD M USD M USD M

Revenue 0 0 0

Net loss for the year/period (1.2) (0.9) (0.2)

30 June 31 December 31 December

2017 2016 2015

USD M USD M USD M

Total asset 1.8 1.3 2.4

Total liabilities 0.8 0.4 0.5

Net asset liabilities 1.0 0.9 1.9

Shandong Weigao Group Medical Polymer Co. Ltd. published this content on 05 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 September 2017 00:47:03 UTC.

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