PDF《北京市春立正达医疗器械股份有限公司》

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1 C * For identification purposes only 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.

北京市春立正达医疗器械股份有限公司Beijing Chunlizhengda Medical Instruments Co., Ltd.* (A joint stock limited company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 1858) PROPOSED BONUS ISSUE AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED BONUS ISSUE Reference is made to the announcements dated

9 November

2018 ( 1st Announcement ) and

11 November

2018 (together, the Announcements ) of the Company. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements. In the 1st Announcement, the Directors proposed, among others, (i) the issue of a total of 207,511,200 Shares from capitalization of the capital reserve of the Company as at

31 December

2017 on the basis of three (3) Capitalization Shares for every one (1) existing Share (the Original Capitalization Issue ) and (ii) Change in Board Lot Size. This announcement is made following the communication with the Stock Exchange in respect of the Original Capitalization Issue. The Stock Exchange has raised some concerns on the size of our Original Capitalization Issue with such large distribution ratio. To address the concerns of the Stock Exchange, the Directors proposed (i) the issue of a total of 69,170,400 Shares from the undistributed profits of the Company as at

31 December

2017 on the basis of one (1) Bonus Share for every one (1) existing Share held by the Shareholders whose names appear on the register of members of the Company on the Record Date (the Bonus Issue ) to replace the Original Capitalization Issue in its entirety and to cancel Change in Board Lot Size. The proposed Bonus Issue shall become effective upon the fulfilment of the conditions as set out in this announcement. C

2 C PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION In light of the proposed Bonus Issue, the Board proposes to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure of the Company upon completion of the Bonus Issue. The proposed amendments to the Articles of Association are subject to (i) the approval by the Shareholders at the EGM of the Company;

and (ii) approval of and registration or filing with the relevant competent authorities in the PRC. For details, please refer to the Appendix of this announcement. A circular containing, amongst other things, detailed information in relation to the proposed Bonus Issue, the proposed amendments to the Articles of Association, together with a notice convening the EGM will be despatched to the Shareholders in due course. I. PROPOSED BONUS ISSUE As set out in the 1st Announcement, the Directors proposed, among others, (i) the issue of a total of 207,511,200 Shares from capitalization of the capital reserve of the Company as at

31 December

2017 on the basis of three (3) Capitalization Shares for every one (1) existing Share (the Original Capitalization Issue ) and (ii) Change in Board Lot Size. The Stock Exchange has raised some concerns on the size of our Original Capitalization Issue with such large distribution ratio. To address the concerns of the Stock Exchange, the Directors proposed (i) the issue of a total of 69,170,400 Shares from the undistributed profits of the Company as at