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, founders and senior executives of the
Company and investors entered into a share purchase agreement, a
subscription agreement, a shareholders’ agreement and a cooperation
agreement.
THE SHARE PURCHASE
AGREEMENT
On July 20, 2022, the Company, Dr. Pengwu Zhou
and Ms. Wenting Ding (the “Founders”), certain
existing shareholders of the Company controlled by the Founders and
Australia Wanda International Company Limited
(“Wanda”) entered into a Share Purchase Agreement.
Pursuant to the Share Purchase Agreement, Seefar Global Holdings
Limited (“Seefar”), Jubilee Set Investments
Limited (“Jubilee”), and Pengai Hospital
Management Corporation (collectively referred as to the
“Sellers”) agreed to sell and Wanda as the buyer
agreed to purchase, an aggregate of 21,321,962 ordinary shares of
the Company (the “Sale Share”) for the total
consideration in USD that is equivalent of RMB100 million,
representing a price of RMB4.67 per Sale Share (the “Share
Transfer”). The Founders entered into the Share Purchase
Agreement as parties to the Share Purchase Agreement and guarantors
for the Sellers.
The Share Transfer is expected to close during
the fourth quarter of 2022 and is subject to customary closing
conditions, including but not limited to obtaining approvals for
outward foreign direct investment (“ODI”).
THE SUBSCRIPTION AGREEMENT
On July 20, 2022, the Company, the Founders and
Hainan Oriental Jiechuang Investment Partnership (Limited
Partnership) (“Jiechuang”) as the investor entered
into a Subscription Agreement. Pursuant to the Subscription
Agreement, Jiechuang agrees to subscribe an aggregate of 36,402,570
newly issued ordinary shares of the Company (the
“Subscription Shares”) for the total consideration
in USD that is equivalent of RMB170 million, representing a
subscription price of RMB4.67 per ordinary share (equivalent to
approximately US$2.08 per American Depository Shares
(“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 is subject to change
based on the exchange rate one day prior to the closing date. The
Founders entered into the Subscription Agreement as parties to the
Agreement and guarantors for the Company. Shenzhen Lafang
Investment Management Co., Ltd (“Lafang
Investment”) and Shenzhen Venture Capital M&A Fund
Management (Shenzhen) Co., Ltd are the general partners of
Jiechuang, where Lafang Investment serves as the executive partner.
Shenzhen Capital Group Co.,Ltd. is a limited partner of
Jiechuang.
The subscription of the Subscription Shares is
expected to close during the fourth quarter of 2022 and is subject
to customary closing conditions, including but not limited to
obtaining approvals for ODI.
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). Under the articles of
association of the Company, shareholders approval is required for a
Change of Control Event (as defined in the articles of association
of the Company). Pursuant to the Share Purchase Agreement and the
Subscription Agreement, we will obtain shareholders' approval for
the Share Transfer as well as the issuance of the Subscription
Shares prior to the closing of the proposed transactions
thereunder.
THE SHAREHOLDERS’ AGREEMENT
On July 20, 2022, the Company, the Founders,
Seefar, Jubilee and certain other parties thereto entered into a
Shareholders’ Agreement.
The Shareholders’ Agreement governs, among other
things, the appointment of the Company’s board of directors (the
“Directors”) and senior management, the notice,
quorum and Directors’ voting arrangement of board meetings, certain
lock-up commitments of the Founders and their affiliates and
pre-emptive rights mechanisms for the Company’s ordinary
shares.
Pursuant to the Shareholders’ Agreement, the
Company shall deliver two separate warrants to purchase ordinary
shares of the Company to Seefar and Wanda, respectively, on the
date of completion of closings of both the Share Transfer and
subscription of ordinary shares by Jiechuang.
THE COOPERATION AGREEMENTOn
July 20, 2022, Peak Asia Investment Holdings V Limited
(“ADV”) and its affiliate, the Company, the
Founders, Wanda and Jiechuang entered into a Cooperation Agreement.
The Cooperation Agreement provides, among other things, that:
- ADV shall, with respect to each
annual and extraordinary meeting of the Company, (a) be present at
such meeting or otherwise cause all ordinary shares and American
Depositary Shares beneficially owned by ADV (the “Covered
Shares”) to be counted as present for the purpose of
establishing a quorum, and respond to each request by the Company
for written consent; (b) vote (or consent), or cause to be voted at
such meeting (or validly execute and return and cause such consent
to be granted with respect to), all Covered Shares (i) in favor of
the proposed transactions contemplated in the Cooperation
Agreement, the adoption of the transaction agreements pertaining to
the proposed transactions contemplated in the Cooperation
Agreements and any other matters necessary for consummation of the
proposed transactions, and (ii) against (a) any proposal or
transaction that competes with proposed transactions, and (b) any
other action that would impede, interfere with, delay, postpone or
adversely affect the proposed transactions.
- ADV has not granted, and shall not
grant at any time prior to the Closing, a proxy or power of
attorney with respect to any Covered Shares which is inconsistent
with ADV’s obligations pursuant to the Cooperation Agreement.
- Upon the Closing, ADV shall,
subject to the requisite approvals being obtained and continuing in
force, convert the outstanding Principal Amount (as defined in the
Convertible Note issued to ADV on September 17, 2020 (the
“Note”)) and the Conversion Catch-up Amount (as
defined in the Note), at a conversion price that is equal to the
USD equivalent of RMB4.203 per ordinary share.
- The Company shall execute and
deliver to ADV the warrant for the purchase of shares of the
Company to ADV on the date of the Cooperation Agreement (such
warrant, the “Warrant”). The Warrant shall be
effective on and from the Closing and shall be exercisable into
ordinary shares of the Company in accordance with the terms thereof
(such ordinary shares, the “Warrant Shares”). The
warrant exercise price shall be equal to the USD equivalent of
RMB4.67 per ordinary share and may be settled, subject to the terms
and conditions of Warrant, by way of cashless settlement and/or
set-off against the Exit Payment (as defined in the Exit Payments
Agreement entered into by ADV, the Company, the Founders on
September 15, 2020). The Warrant shall contain customary
registration rights and the Warrant Shares shall be freely
transferable on the exercise of the Warrant.
- The Cooperation Agreement shall
come into effect from the date hereof, and each party may terminate
the Cooperation Agreement upon the earlier of the following: (a) if
the Closing does not occur by the Outside Date; and (b) any of the
transaction agreements is terminated. “Outside Date” means (i)
December 31, 2022; (ii) if all the conditions, other than the
satisfaction of the PRC regulatory condition in respect of the
proposed transaction (including approvals/registrations/filings
required for outward foreign direct investment and antitrust
approvals/filings), are satisfied or waived by December 31, 2022,
March 31, 2023; or (iii) such other date as agreed between the
parties to the Cooperation Agreement.
Upon the closing of all proposed transactions,
the share percentage of AIH held by the Sellers, Wanda, Jiechuang,
and ADV would be the number of ordinary shares of the Company held
by each of them denominated by the sum of (1) 92,116,947 ordinary
shares issued and outstanding as of the date of this 6-K, (2)
36,402,570 newly issued ordinary shares pursuant to the
Subscription Agreement, and (3) the ordinary shares issued upon the
conversion of ADV’s Note at its conversion price as of the Closing.
This calculation has not taken into consideration of warrants
delivered to Seefar, Wanda, and ADV, the number of which would be
determined at the closing of all proposed transactions and may
cause further change on the number of total ordinary shares
outstanding.
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.
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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