b6c1972f-49bc-4bf9-80f5-5cdab1b31599.pdf

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





UNIVERSAL HEALTH INTERNATIONAL GROUP HOLDING LIMITED

大健康國際集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2211)


  1. PLACING OF NEW SHARES UNDER SPECIFIC MANDATE;
  2. TERMINATION OF PLACING AGREEMENT; AND
  3. RESUMPTION OF TRADING


  1. PLACING OF NEW SHARES UNDER SPECIFIC MANDATE


    On 1 February 2016, the Company entered into the Placing Agreement with the Placing Agent whereby the Company conditionally agreed to place, through the Placing Agent, the Placing Shares.


    The Placing is conditional upon, among others, the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares and the grant of Specific Mandate by the Shareholders at the extraordinary general meeting.


  2. TERMINATION OF PLACING AGREEMENT


On 5 February 2016, the Company and the Placing Agent agreed to terminate the Placing Agreement and entered into the Termination Agreement, whereby the Placing Agreement was terminated such that no party thereto shall have any claim against each other.


(3) RESUMPTION OF TRADING OF SHARES


At the request of the Company, trading in the Shares has been halted on the Stock Exchange with effect from 9:34 a.m. on 1 February 2016 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in its Shares with effect from 9:00 a.m. on 11 February 2016.


The Board announces that on 1 February 2016, the Placing Agreement was entered into between the Company and the Placing Agent.


To the best of the Directors' knowledge and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are third parties independent of, not acting in concert (as defined in the Takeovers Code) with and not connected with the Company and its connected persons.


Completion of the Placing was conditional upon:


  1. the Listing Division of the Stock Exchange granting or agreeing to grant listing of and permission to deal in the Placing Shares;


  2. the passing of resolution(s) by the Shareholders to approve the Placing Agreement and the transactions contemplated in the Placing Agreement, including the grant of the specific mandate for the allotment and issue of the Placing Shares, at the relevant extraordinary general meeting of the Company.


On 5 February 2016, due to uncertainties of the market conditions, the Company and the Placing Agent agreed to terminate the Placing Agreement and entered into the Termination Agreement, whereby the Placing Agreement was terminated such that no party thereto shall have any claim against each other.

SHAREHOLDING STRUCTURE


The following table illustrates the shareholding structure of the Company as at the date of this announcement:


As at the date of this announcement

Number of

Shares %


Substantial Shareholders and related parties:

Asia Health (Note 1)


562,014,953


28.10%

Jin Dongtao (Note 1)

3,368,000

0.17%

Chen Xiaoyan (Note 1)

1,434,000

0.07%

Zhongrong

242,585,182

12.13%

Other Directors and related parties: -

Jin Dongkun (Note 2)


1,434,000


0.07%

Pacific Health Century International Group Limited (Note 2)

40,943,135

2.05%

Chu Chuanfu

1,434,000

0.07%

Zhao Zehua

1,434,000

0.07%

Public:

Independent Placee(s)


-


0.00%

Other public shareholders

1,145,352,730

57.27%

2,000,000,000

100.00%


Notes:

(1) Mr. Jin Dongtao is the settlor, protector and a beneficiary of

the Family Trust, which

holds the entire

issued share capital of Global Health Century through 1969 JT Limited. Ms. Chen Xiaoyan, who is Mr. Jin Dongtao's spouse, is also a beneficiary of the Family Trust. Global Health Century holds the entire issued share capital of Asia Health, which holds 562,014,953 Shares in the Company.


(2) Mr. Jin Dongkun holds 75% equity interest in Pacific Health Century International Group Limited.


References are made to (i) the announcement of the Company dated 25 January 2016 in relation to "Proposed Introduction of Strategic Investors by the Controlling Shareholder", (ii) the announcement of the Company dated 27 January 2016 in relation to, among other, "Introduction of Strategic Investor by the Controlling Shareholder" and the clarification announcement of the Company dated 3 February 2016.

As updated by Mr. Jin, the SP Agreement was completed on 28 January 2016, upon which Zhongrong became interested in approximately 19.90% shares of the Company and the second largest shareholder of the Company. As of the date of this announcement, Zhongrong is interested in approximately 12.13% of the issued share capital of the Company, after the forced sale of certain of its shareholding as a result of unusual price movement of the shares recently and subsequent purchase of shares of the Company in the market by it, and is still the second largest shareholder of the Company.


As further updated by Mr. Jin, upon completion of the SP Agreement, the shareholding of Asia Health in the Company was 31.98%, which has been reduced to 28.10% as of the date of this announcement. The reduction in shareholding of Asia Health is not on voluntary basis, but was due to the forced sale as a result of the unusual price movement in shares of the Company recently. As at the date of this announcement, Asia Health is still the largest shareholder of the Group.


GENERAL


If the Placing had not been terminated, as the Placing Shares represent only 28.5% of the Company's issued share capital as enlarged by the allotment and issue of the Placing Shares and will only be placed to independent Placees, to the best knowledge and belief of the Directors, no obligation to make a general offer under the Takeovers Code will arise upon completion of the Placing.


Assuming no change in the shareholding of the current controlling shareholders of the Company, the total number of Placing Shares is larger than the current shareholding of the controlling shareholders of the Company, and thus, upon completion of the Placing, the controlling shareholders of the Company may no longer hold a controlling interest in and/or cease to be the largest shareholder of the Company, which may lead to a possible change in control of the Company. However, since the Placing had been terminated, the controlling shareholders remain as the controlling shareholders of the Company with the largest shareholding of the Company.


RESUMPTION OF TRADING OF SHARES


At the request of the Company, trading in the Shares has been halted on the Stock Exchange with effect from 9:34 a.m. on 1 February 2016 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in its Shares with effect from 9:00 a.m. on 11 February 2016.


DEFINITIONS


In this announcement, the following terms shall have the meanings ascribed to them below unless the context otherwise requires:


"Board" the board of Directors

Jintian Pharmaceutical Group Ltd. issued this content on 05 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 February 2016 00:45:08 UTC

Original Document: http://www.jtyyjt.com/d/file/touzizheguanxi/gonggaojigonghan/2016/2016-02-11/c4b98dc9c5e36c6cc7dc27be4346339b.pdf