Aesthetic Medical International and Investors Entered into an Amendment to a Share Subscription Agreement
31 Maio 2022 - 8:30AM
Aesthetic Medical International Holdings Group Limited (Nasdaq:
AIH) (the “
Company” or “
AIH”), a
leading provider of aesthetic medical services in China, today
announced that the Company, founder and senior executive of the
Company and investors on May 30, 2022, entered into an amendment
(the “
Amendment”) to the share subscription
agreement originally entered into among the Company, founder and
senior executive of the Company and Lafang China Co., Ltd
(“
Lafang”) on May 16, 2021 (the “
Original
SSA”), which the Company disclosed on a Form 6-K furnished
with the Securities and Exchange Commission
(“
SEC”) on May 17, 2021.
The Amendment amended the aggregate subscription
amount and subscription price of the Original SSA, among other
things. Pursuant to the Amendment, Hawyu (HK) Limited
(“Hawyu”, which is a wholly-owned subsidiary of
Lafang) agrees to subscribe an aggregate of newly issued 21,413,276
ordinary shares of the Company (the “Subscription
Shares”) for the total consideration of RMB100 million,
representing a subscription price of RMB4.67 per ordinary share
(equivalent to approximately US$2.1 per American Depository Share
(“ADS”) of the Company based on the exchange rate
as of the date of this press release). The actual subscription
price in terms of the U.S. dollar per ADS will be subject to change
upon the exchange rate as of the date immediately prior to the
transaction completion date. Dr. Pengwu Zhou and Ms. Wenting Ding
entered into the Amendment as parties to the Agreement and
guarantors for the Company.
The ordinary shares to be sold in the private
placement have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any
state or other applicable jurisdictions’ securities laws, and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions’
securities laws.
Upon issuance, the Subscription Share would
account for approximately 23.2% of the total outstanding ordinary
shares of the Company on a fully diluted basis. Nasdaq Rules
5635(d) provides that shareholder approval is required prior to
issuance of securities in relation to transactions other than
public offerings whereby there is a 20% Issuance at a price that is
less than the Minimum Price, as such terms are defined in Nasdaq
Rules 5635(d). We elected to be exempt from this shareholder
approval requirement pursuant to Nasdaq Rules 5615(a)(3). We have
been advised by our Cayman Islands counsel that under Cayman
Islands law and our fourth amended and restated memorandum and
articles of association, we are not required to obtain
shareholders' approval for the issuance of the Subscription
Shares.
Dr. Pengwu Zhou, the Chairman and CEO of the
Company, commented, “Despite the fluctuation of COVID-19 and recent
market hardship which affect business visibility, we have
maintained active communication with Lafang and came to a new
consensus in relation to the share subscription plan announced on
May 17, 2021. The share subscription amount would improve our
foreseeable liquidity and financial position, allowing us to
prepare ahead in the view of further market changes in the
future."
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the ordinary shares,
nor shall there be any sale of ordinary shares in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
About Aesthetic Medical International Holdings Group
Limited
AIH, known as “Peng’ai” in China, is a leading
provider of aesthetic medical services in China. AIH operates
through treatment centers that spread across major cities in
mainland China, with major focus in the Guangdong-Hong Kong-Macau
Greater Bay area and the Yangtze River Delta area. Leveraging over
20 years of clinical experience, AIH provides one-stop aesthetic
service offerings, including surgical aesthetic treatments,
non-surgical aesthetic treatments, and general medical services and
other aesthetic services. For more information regarding the
Company, please visit: https://ir.aihgroup.net/.
Cautionary Statements
This press release contains “forward-looking
statements.” These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “will”, “expects”, “anticipates”, “aims”,
“future”, “intends”, “plans”, “believes”, “estimates”, “likely to”
and similar statements. Statements that are not historical facts,
including statements about the Company’s beliefs, plans and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. These risks
and uncertainties and others that relate to the Company’s business
and financial condition are detailed from time to time in the
Company’s SEC filings, and could cause the actual results to differ
materially from those contained in any forward-looking statement.
These forward-looking statements are made only as of the date
indicated, and the Company undertakes no obligation to update or
revise the information contained in any forward-looking statements,
except as required under applicable law.
Investor Relations Contacts
For investor and media inquiries, please
contact:Aesthetic Medical international Holdings Group
LimitedEmail: ir@pengai.com.cn
DLK Advisory LimitedTel: +852 2857
7101Email: ir@dlkadvisory.com
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