Stock Code: 000538 stock abbreviation: Yunnan Baiyao Group Co.Ltd(000538) Announcement No.: 2022-06 Yunnan Baiyao Group Co.Ltd(000538)
Announcement on the progress of yunbaiyao Hong Kong Co., Ltd.’s plan to comprehensively tender for all shares of Bandung Holding Group Co., Ltd. and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as ” Yunnan Baiyao Group Co.Ltd(000538) ” or “the company”) held the 9th meeting of the 9th board of directors in 2021 on November 3, 2021, deliberated and adopted the proposal on yunbaiyao Hong Kong Co., Ltd. to comprehensively offer for the acquisition of all shares and related party transactions of Bandung Holding Group Co., Ltd, The company’s secondary wholly-owned subsidiary Yunnan Baiyao Group Co.Ltd(000538) group (Hainan) Co., Ltd. increased the capital of its overseas wholly-owned subsidiary yunbaiyao Hong Kong Co., Ltd. (hereinafter referred to as “Baiyao Hong Kong”), and Baiyao Hong Kong was the offeror, Issue a mandatory comprehensive cash offer (hereinafter referred to as “this offer”) for all issued shares held by all shareholders (hereinafter referred to as “independent shareholders”) of Bandung Holdings Group Co., Ltd. (hereinafter referred to as “Bandung Holdings”) except the offeror and its persons acting in concert. On December 15, 2021, Baiyao Hong Kong sent the comprehensive document on the mandatory conditional cash offer made by China International Finance Hong Kong Securities Co., Ltd. for and on behalf of yunbaiyao Hong Kong Co., Ltd. for all shares of Bandung Holdings Group Co., Ltd. (hereinafter referred to as the “comprehensive document”) to the independent shareholders of Bandung holdings. As of 4:00 p.m. on January 4, 2022, the offeror and its persons acting in concert held 3283907158 shares of Bandung holdings, accounting for 50.93% of all issued shares of Bandung holdings, which has met the offer conditions disclosed in the comprehensive documents. This offer has become unconditional in all respects at 4:00 p.m. on January 4, 2022. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement No. 2021-58, 2021-64 and 2022-01.
This offer ends at 4:00 p.m. on January 18, 2022 (and the offer period has not been revised or extended). The offeror has obtained the effective acceptance of a total of 3101911000 offer shares under this offer (hereinafter referred to as “accepted shares”), accounting for 48.11% of all issued shares of Bandung holdings as of the date of this announcement. Before the commencement of this offer, the offeror and its persons acting in concert held 1964025360 shares of Bandung holdings, accounting for 30.46% of all issued shares of Bandung holdings. After the above accepted shares and the shares already held by the offeror and its persons acting in concert are combined, as of the date of this announcement, the offeror and its persons acting in concert hold 5065936360 shares of Bandung holdings, accounting for 78.56% of all issued shares of Bandung holdings.
After the closing of this offer (after the relevant shares to be accepted are transferred to the offeror), the public holds 1382215800 shares of Bandung holdings, accounting for 21.44% of all issued shares of Bandung holdings. Therefore, it does not meet the requirement of 25% of the minimum public shareholding specified in article 8.08 (1) (a) of the rules for the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules”). Bandung Holdings has applied to the stock exchange of Hong Kong for a temporary exemption to strictly comply with the requirements of article 8.08 (1) (a) of the listing rules. The sole director of the offeror and the director of Bandung holdings will take appropriate measures to ensure that sufficient public shares are maintained as soon as possible after the deadline of this offer.
The company will pay close attention to the progress of this offer, actively promote relevant work, and timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations. Please pay attention to the company’s information disclosure media and cninfo (www.cn. Info. Com. CN.) Pay attention to investment risks.
It is hereby announced
Yunnan Baiyao Group Co.Ltd(000538) board of directors
January 18, 2022
