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.
AID Life Science Holdings Limited
( 滙 友 生 命 科 學 控 股 有 限 公 司 )
*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8088)
(1) POLL RESULTS OF EXTRAORDINARY GENERAL MEETING
HELD ON 13 DECEMBER 2018; AND
(2) ADJUSTMENTS TO THE SHARE OPTIONS, CONVERTIBLE BONDS AND THE REMUNERATION SHARES
At the EGM held on Thursday, 13 December 2018, the proposed ordinary resolution as set out in the notice of EGM dated 23 November 2018 (the ''Notice'') has been duly approved by the shareholders by way of poll.
As all the conditions precedent to the Share Consolidation have been fulfilled, the Share Consolidation will become effective on Friday, 14 December 2018.
The outstanding Options, Convertible Bonds and the Remuneration Shares to be issued will be adjusted in the manner set out in this announcement.
Reference is made to the Notice and the circular of the Company (the ''Circular'') dated 23
November 2018 in relation to, among other things, the Proposed Share Consolidation.
Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as ascribed thereto in the Circular.
*
For identification purpose only
The Board is pleased to announce that the ordinary resolution (the ''Resolution'') proposed at the EGM held on Thursday, 13 December 2018 was duly passed by the Shareholders by way of poll. Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company, acted as the scrutineer for vote-taking at the EGM. The results of the voting are as follows:
To approve the proposed share consolidation of every twenty (20) issued and unissued shares with par value of US$0.0001 each in the share capital of the Company into one (1) consolidated share with par value of US$0.002.
Number of votes cast and approximate percentage of total
number of votes cast For Against
Note:
The full text of the Ordinary Resolution is set out in the Notice.
As at the date of the EGM, the number of issued Shares was 10,804,640,110 which represented the total number of Shares entitling the holders to attend and vote for or against the Ordinary Resolution at the EGM. No Shareholder was required to abstain from voting on the Ordinary Resolution at the EGM.
As more than 50% of the votes were cast in favour of the Ordinary Resolution at the EGM, the Resolution was duly passed as an ordinary resolution of the Company.
As all the conditions precedent to the Share Consolidation have been fulfilled, the Share Consolidation will become effective on Friday, 14 December 2018.
ADJUSTMENTS TO THE OUTSTANDING OPTIONS
As at the date of this announcement, the Company has 684,550,845 outstanding Options.
As a result of the Share Consolidation, pursuant to the terms and conditions of the Share Option Schemes, the exercise price of the Options and the number of shares to be allotted and issued upon full exercise of the subscription rights attached to the 684,550,845 outstanding Options shall be adjusted in the following manner:
Exercise price | outstanding | |||
before | before | Adjusted | of Options | |
Date of grant | adjustment | adjustment | exercise price | outstanding |
(HK$) | (HK$) | |||
29/12/2008 | 0.220 | 818,336 | 4.40 | 40,916 |
07/10/2010 | 0.200 | 2,370,561 | 4.00 | 118,528 |
16/03/2012 | 0.200 | 5,342,580 | 4.00 | 267,129 |
14/05/2012 | 0.190 | 5,859,368 | 3.80 | 292,968 |
15/05/2014 | 0.160 | 54,684,000 | 3.20 | 2,734,200 |
20/06/2014 | 0.160 | 67,868,000 | 3.20 | 3,393,400 |
01/04/2016 | 0.247 | 205,416,000 | 4.94 | 10,270,800 |
19/05/2017 | 0.078 | 342,192,000 | 1.56 | 17,109,600 |
Before completion of the Share | After completion of the Share |
Consolidation | Consolidation |
Number of | |
Options | |
Adjusted number |
Save for the above adjustments, all other terms and conditions of the outstanding Options granted under the Share Option Schemes remain unchanged. Veda Capital Limited (the ''Veda''), an independent financial adviser to the Company, has reviewed and agreed with the adjustments to the outstanding Options granted under the Share Option Schemes, which have been disclosed above.
ADJUSTMENTS TO THE CONVERTIBLE BONDS
As at the date of this announcement, the Company has outstanding convertible bonds (the ''Convertible Bonds'') with the outstanding principal amount of HK$140,000,000 entitling the holders thereof to convert into a total of 430,769,230 Shares at the conversion price of HK$0.325 per Share immediately before the completion of the Share Consolidation.
As a result of the Share Consolidation, Pursuant to the terms of the Convertible Bonds, the conversion price of the outstanding Convertible Bonds shall be adjusted from HK$0.325 per Share to HK$6.50 per Consolidated Share; and (ii) the number of conversion shares to be issued upon exercise of the conversion rights attached to the outstanding Convertible Bonds shall be adjusted from 430,769,230 Shares to 21,538,461 Consolidated Shares.
The table below sets out the conversion price in respect of and the number of shares falling to be issued upon conversion of the Convertible Bonds before and after the completion of the Share Consolidation.
Before completion of the Share
After completion of the Share
Consolidation
Consolidation
Number ofConversion priceNumber of Shares falling to be issued
Consolidated Shares falling to be issued
before upon conversion of the
Adjusted upon conversion of theadjustmentConvertible Bondsconversion priceConvertible Bonds
(HK$)
(HK$)
0.325
430,769,230
6.50
21,538,461
Save for the above adjustments, all other terms and conditions of the outstanding Convertible Bonds remain unchanged. Veda has reviewed and agreed with the adjustments to the conversion price and the number of shares falling to be issued upon conversion of the Convertible Bonds, which have been disclosed above.
ADJUSTMENTS TO THE REMUNERATION SHARES
As at the date of this announcement, under the consulting service agreement (the ''Consulting Service Agreement'') entered into between a subsidiary of the Company and a consultant of the Group dated 5 May 2017, the Company agreed to issue an aggregate of 487,500,000 Shares at an issue price of HK$0.08 per Share as consideration for the consulting services provided by the consultant of the Group under the Consulting Service Agreement. The Company is required to allot and issue a further 292,500,000 Shares (the ''Remuneration Shares'') under the Consulting Service Agreement.
As a result of the Share Consolidation, the issue price per Remuneration Share to be allot and issue under the Consulting Service Agreement shall be adjusted to HK$1.6 per Consolidated Share and the outstanding number of Remuneration Shares to be allotted and issued under the Consulting Service Agreement shall be adjusted to 14,625,000 Consolidated Shares.
By Order of the Board
AID Life Science Holdings Limited
Wu King Shiu, Kelvin Chairman and Chief Executive Officer
Hong Kong, 13 December 2018
As at the date of this announcement, the Directors are:Executive Directors:
Wu King Shiu, Kelvin, Chan Suet Ngan, Hu Kenneth and Qian Alexandra Gaochuan
Non-Executive Director: Xu Haohao
Independent Non-Executive Directors: Fong Janie, Yuen Kwok On and Matsumoto Hitoshi
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement in this announcement misleading.
This announcement will remain on the GEM website atwww.hkgem.comon the ''Latest Company Announcements'' page for at least 7 days from the date of its posting and on the website of the Company atwww.8088inc.com.
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Healthoo International Technology Holdings Limited published this content on 13 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 December 2018 11:54:05 UTC