China NT Pharma : (1) Proposed Issue of Convertible Preference Shares (2) Proposed Grant of Specific Mandate t…

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01011)

1. PROPOSED ISSUE OF CONVERTIBLE PREFERENCE SHARES
2. PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND CONVERSION SHARES AND
3. PROPOSED RE-DESIGNATION OF AUTHORISED SHARE CAPITAL Placing Agent PROPOSED ISSUE OF CONVERTIBLE PREFERENCE SHARES AND PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND CONVERSION SHARES

   Reference is made to the announcement of the Company dated 22 March 2017 which disclosed that, among other things, the Company appointed Shenwan Hongyuan Securities (H.K.) Limited as the Placing Agent in connection with the proposed issue of the Convertible Preference Shares. The Board announces that on 19 April 2017 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to issue and the Placing Agent has conditionally agreed to place, on a best effort basis, up to an aggregate of 325,000,000 Convertible Preference Shares to not less than six Placees at a price of HK$1.83 per Convertible Preference Shares. The maximum gross proceeds from the Placing are expected to be approximately HK$594,750,000. The estimated maximum net proceeds from the Placing (after deducting the estimated expenses incidental thereto) is approximately HK$588,970,000, and the estimated net price per Convertible Preference Share is approximately HK$1.81.

   One Convertible Preference Share is convertible into one Ordinary Share of the Company (subject to adjustments). For the avoidance of doubt, the Converting Shareholder(s) is/are not required to pay any additional money upon conversion of the Convertible Preference Share(s) to Conversion Share(s), other than taxes and stamp, issue and registration duties (if any) arising on conversion.

   No application will be made for the listing of, or permission to deal in, the Convertible Preference Shares on the Stock Exchange or any other stock exchange. The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Conversion Shares.

   The Company will seek the grant of specific mandate from the Independent Shareholders at the EGM to allot and issue the 325,000,000 Convertible Preference Shares to the Placees and all the Conversion Shares issuable to the Converting Shareholders upon full conversion of the Convertible Preference Shares.

   PROPOSED RE-DESIGNATION OF AUTHORISED SHARE CAPITAL

   As at the date of this announcement, the authorised share capital of the Company is US$50,100 divided into 626,250,000,000 Shares, of which 1,558,247,800 Shares are in issue and fully paid or credited as fully paid. Under the Placing Agreement, the Company may issue up to 325,000,000 Convertible Preference Shares on the assumption that there will be no change in the number of issued Shares up to and including the Placing Completion Date.

   In order to allot and issue the Convertible Preference Shares upon Placing Completion, the Board proposes to re-designate the authorised share capital of the Company into 625,925,000,000 Ordinary Shares of US$0.00000008 each and 325,000,000 Convertible Preference Shares of US$0.00000008 each.

   The re-designation of authorised share capital of the Company is subject to, among other things, the passing of an ordinary resolution by the Shareholders at the EGM.

   GENERAL

   A circular containing, among other things, details of the proposed grant of specific mandate to issue Convertible Preference Shares and Conversion Shares and the proposed re-designation of authorised share capital of the Company; and a notice to convene the EGM is expected to be despatched to the Shareholders on or before 12 May 2017.

   Completion of the Placing is subject to the satisfaction of conditions as set out in the paragraph headed "Conditions Precedents" below. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. PROPOSED ISSUE OF CONVERTIBLE PREFERENCE SHARES AND PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND CONVERSION SHARES

   Reference is made to the announcement of the Company dated 22 March 2017 which disclosed that, among other things, the Company appointed Shenwan Hongyuan Securities (H.K.) Limited as the Placing Agent in connection with the proposed issue of the Convertible Preference Shares. The Board announces that on 19 April 2017 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to issue and the Placing Agent has conditionally agreed to place, on a best effort basis, up to an aggregate of 325,000,000 Convertible Preference Shares to not less than six Placees at a price of HK$1.83 per Convertible Preference Shares. The principal terms of the Placing Agreement are set out below:-

   Date: 19 April 2017 (after trading hours) Parties: the Company; and the Placing Agent Subject matter: Subject to the fulfilment of the conditions precedent as mentioned below, the Company has conditionally agreed to issue and the Placing Agent has conditionally agreed to place, on a best effort basis, up to an aggregate of 325,000,000 Convertible Preference Shares to not less than six Placees at HK$1.83 per Convertible Preference Shares. The Placing Agent shall use all reasonable endeavours to ensure that the Placees and their ultimate beneficial owners are Independent Third Parties. Placing price: HK$1.83 per Convertible Preference Shares was determined after arm's length negotiations between the Company and the Placing Agent with reference to the prevailing market price of the Shares on the Stock Exchange which represents:

4. a premium of approximately 6.40% to the closing price of HK$1.72 per Share as quoted on the Stock Exchange on the Last Trading Day; and

5. a premium of approximately 2.23% to the average closing price of HK$1.79 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Day.

6. Placing Commission: Pursuant to the terms of the Placing Agreement, the Placing Agent will receive a placing commission of HK$5,000,000. The placing commission in respect of the Placing was negotiated on arm's length basis between the Company and the Placing Agent and was determined with reference to, among other things, the prevailing market commission rate.

   The Directors consider that the placing commission in respect of the Placing is fair and reasonable based on the current market conditions.