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.
Reference is made to the announcement of Natural Beauty Bio-Technology Limited (the "Company") dated 21 December 2015 in relation to the suspension of trading in the shares of the Company (the "Shares") and the announcement of the Company dated 15 January 2016 in relation to the grant of a temporary waiver from strict compliance with Rules 8.08(1)(a) and 13.32(1) of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") for a period of three months from 18 December 2015 to 18 March 2016.
The Company would like to provide an update of the public float of the Company.
The board of directors (the "Board") is pleased to announce that, as notified by Next Focus, on 26 January 2016, Next Focus entered into the conditional sale and purchase agreements (the "Sale and Purchase Agreements") with eight purchasers (the "Purchasers"), pursuant to which Next Focus has agreed to sell and the Purchasers has agreed to acquire an aggregate of 210,000,000 Shares, representing approximately 10.49% of the issued share capital of the Company, at the price of HK$0.8608 per Share (the "Shares Transfer"). Pursuant to the Sale and Purchase Agreements, the total consideration for the Shares Transfer is HK$180,768,000 (the "Consideration") of which 20% of the Consideration shall be settled by the Purchasers to Next Focus within 3 business days after the signing of the Sale and Purchase Agreements while the remaining balance of the Consideration will be settled by the Purchasers to Next Focus in cash by 31 March 2016. To the best of knowledge, information and belief of the Company, having made all reasonable enquiries, each of the Purchasers and their respective beneficial owners is independent and not connected with the Company or its connected person.
Completion of the Shares Transfer is subject to the satisfaction of the conditions precedent in the Sale and Purchase Agreements and will take place on 31 March 2016 or such other date as Next Focus and the Purchasers may agree in writing. Immediately after completion of the Shares Transfer, 343,404,373 Shares, representing approximately 17.15% of the issued share capital of the Company, were held by the public (within the meaning under the Listing Rules).
CURRENT PUBLIC FLOAT OF THE COMPANYAs at the date of this announcement, the public float of the Company is approximately 6.67%. The shareholding structure of the Company as at the date of this announcement is and immediately after completion of the Shares Transfer will be as follows:
Next Focus and parties acting in concert with it (Note)
Next Focus | 554,666,559 | 27.70% | 344,666,559 | 17.22% |
Efficient Market Investments Limited | 838,530,000 | 41.88% | 838,530,000 | 41.88% |
Adventa Group Limited | 236,580,000 | 11.82% | 236,580,000 | 11.82% |
Fortune Bright Group Limited | 236,580,000 | 11.82% | 236,580,000 | 11.82% |
Standard Cosmos Limited | 2,340,000 | 0.11% | 2,340,000 | 0.11% |
Subtotal | 1,868,696,559 | 93.33% | 1,658,696,559 | 82.85% |
Public Shareholders | 133,404,373 | 6.67% | 343,404,373 | 17.15% |
Total | 2,002,100,932 | 100.00% | 2,002,100,932 | 100.00% |
Note: Efficient Market Investments Limited, Adventa Group Limited and Fortune Bright Group Limited are all directly wholly owned by Standard Cosmos Limited, which in turn is owned as to 40%, 30%, 30% by Dr. Tsai Yen-Yu, Dr. Su Chien-Cheng and Dr. Su Sh-Hsyu, respectively.
As at the date of this announcement and immediately after completion of the Shares Transfer, the public float of the Company is and will remain below the minimum public float requirement under Rule 8.08(1) (a) of the Listing Rules. Next Focus and Company will continue to take appropriate steps, including but not limited to placing down of Shares held by Next Focus, to restore the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.
Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.
By order of the Board
Natural Beauty Bio-Technology Limited Tsai Yen-YuChairperson
Hong Kong, 29 January 2016
As at the date of this announcement, the Board comprises Dr. Tsai Yen-Yu, Mr. Lee Ming-Ta and Dr. Su Chien-Cheng as executive directors; Dr. Su Sh-Hsyu, as non-executive director; and Mr. Chen Ruey-Long, Mr. Yang Tze-Kaing and Mr. Lu Chi-Chant as independent non-executive directors.
Natural Beauty Bio-Technology Ltd. issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 January 2016 14:47:08 UTC
Original Document: http://www.corpasia.net/hongkong/00157/announce/302/EN/e_00157ann-20160129_PQPDF9Bh4JtL.pdf
