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.

GREEN INTERNATIONAL HOLDINGS LIMITED

有 限

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2700)

DISCLOSEABLE TRANSACTION

The Board is pleased to announce that on 28 November 2017, the Company (as purchaser), the Vendor, the Vendor Guarantors and the Target Company entered into the Acquisition Agreement, pursuant to which the Company conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the Acquired Interest for a total consideration of HK$75,015,625, comprising the First Deposit, the Second Deposit, the Cash Consideration Balance and the Convertible Bonds.

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 28 November 2017, the Company (as purchaser), the Vendor, the Vendor Guarantors and the Target Company entered into the Acquisition Agreement, pursuant to which the Company conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the Acquired Interest for a total consideration of HK$75,015,625, comprising the First Deposit, the Second Deposit, the Cash Consideration Balance and the Convertible Bonds.

THE ACQUISITION AGREEMENT

The principal terms of the Acquisition Agreement are as follows:

Date

28 November 2017

Parties

  1. The Company (as purchaser);

  2. The Vendor;

  3. The Vendor Guarantors (i.e. Mr. Huang and Shenzhen Zizhong); and

  4. The Target Company.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Vendor, the Vendor Guarantors and their ultimate beneficial owners is a third party independent of and not connected with the Company and its connected persons.

Subject of the Acquisition

Pursuant to the Acquisition Agreement, the Company conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the Acquired Interest for a total consideration of HK$75,015,625. The Acquired Interest represents the entire issued and paid up share capital of the Target Company and all the shareholders' loans owed by the Target Group to the Vendor and its affiliates on Completion. According to the information provided by the Vendor, the Target Company has not recorded any shareholder's loan since its date of incorporation.

By acquiring the Acquired Interest, the Company is effectively acquiring (a) the contractual right under the Phoenix Equity Transfer Agreement to acquire 70% equity interest in Phoenix Opco; and (b) the contractual right under the Zizhong Equity Transfer Agreement to acquire 70% equity interest in Zizhong Opco.

Under the Acquisition Agreement, the Deposits may be applied by the Vendor to enable the Target Group to complete the Equity Transfer Agreements, and that any shareholders' loan of the Target Group resulted from the said utilization of the Deposits shall be included in the Acquired Interest to be assigned in favour of the Company on Completion. The entering into of the Acquisition Agreement was consented to by the other equity holders of Phoenix Opco and Zizhong Opco.

Further details of the Target Group and the Equity Transfer Agreements are set out in the section headed ''Information on the Target Group'' in this announcement. The financial information of the Target Group is set out in the section headed ''Financial Information of the Target Group'' in this announcement.

Consideration

The total consideration for the Acquisition is HK$75,015,625, which shall be payable by the Company to the Vendor or its designated nominee(s) in the following manner: (a) a refundable deposit of HK$12,500,000 (the ''First Deposit'') is payable in cash within ten

business days after the signing of the Acquisition Agreement; (b) a further refundable deposit of HK$8,000,000 (the ''Second Deposit'', which together with the First Deposit are collectively referred to as the ''Deposits'') is payable in cash within ten business days after

the fulfillment of the Zizhong Hospital Hemodialysis Admission Condition; (c) HK$13,500,000 (the ''Cash Consideration Balance'', which together with the Deposits are collectively referred to as the ''Cash Consideration'') is payable in cash on Completion;

and (d) the remaining HK$41,015,625 shall be satisfied by the issue of the Convertible Bonds on Completion and deposited by way of escrow with the Company pending the determination of the extent of satisfaction of the Guaranteed Profit (detailed terms of which are further explained in the section headed ''The Guaranteed Profit'' in this announcement). The payment of the Cash Consideration is intended to be funded from the internal financial resources of the Group. The partial payment of consideration by way of issuance of Convertible Bonds is desirable in the circumstances as it can reduce the immediate pressure on the Group's cash requirement.

The consideration for the Acquisition was arrived at after arm's length negotiations between the Company and the Vendor, taking into account the terms of the Equity Transfer Agreements, the results of the due diligence performed, the entry barrier involved in the obtaining of hospital licence and the management's assessment on the prospect of Phoenix Opco and Zizhong Opco. After considering the above, the Directors consider that the entering into of the Acquisition and the transactions contemplated thereunder (including the terms and conditions of the Acquisition Agreement, particularly the consideration, the payment terms and the issue of the Convertible Bonds) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Guaranteed Profit

Under the terms of the Acquisition Agreement, the Vendor and the Vendor Guarantors unconditionally and irrevocably guaranteed and warranted to the Company that the net profits before tax and non-controlling interest of the Target Group (the ''Actual Profit'') shall meet the minimum profit (the ''Guaranteed Profit'') during the relevant periods as stipulated in Table A below (the ''Profit Measurement Periods''):

Table A

Convertible Bonds

Profit Measurement

Periods Guaranteed Profits Determination Dates Settlement Dates

1st tranche 1 January-

  1. June 2018

    2nd tranche 1 July-

  2. December 2018

3rd tranche 1 January-

30 June 2019

RMB2,500,000 31 August 2018 30 September 2018

RMB5,000,000 31 March 2019 30 April 2019

RMB5,000,000 31 August 2019 30 September 2019

If the Actual Profit is less than the Guaranteed Profit during a Profit Measurement Period, the Vendor and the Vendor Guarantors shall compensate the difference by surrendering the proportionate principal amount of the relevant tranche of Convertible Bonds (the ''Compensation Bonds'') based on the formula below:

x

Compensation Bonds = (Guaranteed Profit - Actual Profit)/Guaranteed Profit

Principal amount of the relevant tranche of Convertible Bonds

The balance (if any) of the relevant tranche of Convertible Bonds after deducting the Compensation Bonds (the ''Released Bonds'') will be released by the Company to the Vendor on or before the settlement date corresponding to the relevant Profit Measurement Period (the ''Settlement Date'') as stipulated in Table A above, based on the formula below:

x

Released Bonds = Actual Profit/Guaranteed Profit

Principal amount of the relevant tranche of Convertible Bonds

The determination of the Actual Profit is based on the Company's preliminary announcement for the interim or final results which is due to be published on or before the determination date corresponding to the relevant Profit Measurement Period (the ''Determination Date'') as stipulated in Table A above. For the avoidance of doubt, if the Target Group recorded loss before tax and non-controlling interest in the relevant Profit Measurement Period, the Actual Profit shall be treated as zero when calculating the Compensation Bonds and Released Bonds using the above formula.

The Guaranteed Profit provisions were arrived at after arm's length negotiation between the Company, the Vendor and the Vendor Guarantors with reference to the business prospects of Phoenix Opco and Zizhong Opco. Further announcement(s) will be made by the Company as and when appropriate, if the Guaranteed Profit cannot be fulfilled.

THE CONVERTIBLE BONDS

The principal terms of the Convertible Bonds are summarized below: Issuer : The Company

Principal Amount : HK$41,015,625 in aggregate, divided into three equal

tranches of Convertible Bonds in the principal amount of HK$13,671,875, each corresponding to the three Profit Measurement Periods as described in Table A above

Maturity Dates : 30 September 2018, 30 April 2019 and 30 September 2019,

being the Settlement Dates of the three Profit Measurement Periods in respect of the three tranches of Convertible Bonds

Interest Rate : Nil, zero-coupon

Green International Holdings Limited published this content on 29 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 November 2017 00:02:09 UTC.

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