Gelonghui July 31st 丨International Business Settlement (00147.HK) announced that on July 28, 2023, the Company, Hong Kong Youyou Kang (an indirect non-wholly-owned subsidiary of the Company), the target company (Fujian Uyoukang Optics Co., Ltd., a direct wholly-owned subsidiary of Hong Kong Uyoukang) and Aibo Healthcare (688050.SH) (“Investor”) entered into a capital injection agreement. Based on this, investors have conditionally agreed to inject RMB 175 million (which can be lowered) to complete the target company's initial contract after subscribing for the target company's additional registered capital of US$23.5.477 million (according to all facilitation benchmarks) 36.8421% of the shares).
The target company is mainly engaged in R&D, manufacturing and sales of soft contact lenses and optometry products in China.According to the capital injection agreement, the target company grants investors a put option. According to this, within 90 days after the initial completion date, after several triggering events have occurred, investors have the right to request the company, Hong Kong Premium Health and/or its designated third party to jointly purchase the shares of the target company held by the investor at the exercise price.
At the same time as the capital injection agreement was signed, the company, Hong Kong Youkang, the target company and the investor signed the first share transfer agreement. According to this, Hong Kong Youkang has agreed to the sale on conditions, while investors have agreed to buy the first batch of sales shares (according to the full dilution benchmark, accounting for about 14.1579% of the target company's shares after initial completion) at a cost of RMB 7.8816 million (can be reduced). Following the initial completion, the registered capital of the target company will increase from US$30 million to US$63.9152 million. The target company will be owned by Hong Kong Premium Hong Kong and investors 49% and 51% respectively. The target company will no longer be a subsidiary of the company, and its financial results will no longer be incorporated into the Group's financial statements.
Additionally, Hong Kong's Uushikang plans to adopt an equity award scheme to recognize participants' past contributions to the equity reward scheme. In order to implement the equity reward scheme, on July 28, 2023, Hong Kong Youyou Kang and the employee stock ownership platform signed a second share transfer agreement. Based on this, Hong Kong Uyoukang has agreed to sell, and the employee stock holding platform has agreed to purchase the second batch of sales shares (accounting for about 15% of the target company's shares after the initial completion) as incentive shares at a cost of RMB 15.5 million.