PDF《北京市春立正达医疗器械股份有限公司》

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. As at the date of this announcement, the registered and issued share capital of the Company is RMB69,170,400, which is divided into 19,170,400 H Shares and 50,000,000 Domestic Shares with a nominal value of RMB1.00 each. Upon completion of the proposed Bonus Issue to the Shareholders whose names appear on the register of members of the Company on the Record Date (and assuming that no further H Shares or Domestic Shares will be issued or repurchased from the date of this announcement to the completion of the proposed Bonus Issue), an aggregate of 69,170,400 Bonus Shares comprising 19,170,400 Bonus H Shares and 50,000,000 Bonus Domestic Shares will be issued, and the registered and issued share capital of the Company will be increased to RMB138,340,800. C

3 C Conditions to the Bonus Issue The proposed Bonus Issue shall become effective upon the fulfilment of the following conditions: i. the proposed Bonus Issue having been approved by the Shareholders at the EGM of the Company;

ii. the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus H Shares;

and iii. the compliance with the relevant legal procedures and requirements under the Company Law of People'

s Republic of China that are applicable to the proposed Bonus Issue. Entitlements and Treatment of Fraction of Bonus Shares The Bonus Shares will, subject to the Articles of Association, rank pari passu in all respects with the existing H Shares and Domestic Shares, as the case may be, in issue on the Record Date. Holders of the Bonus Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the Bonus Shares are allotted and issued, but will not be entitled to the dividends declared by the Company before the date of allotment and issue of the Bonus Shares, including but not limited to the proposed

2018 Interim Dividend. On the basis of one (1) Bonus Share for every one (1) Share held by the Shareholders on the Record Date, no fractional entitlement will arise. The Company will not allot any fraction of the Bonus Share pursuant to the proposed Bonus Issue. Effect of the Proposed Bonus Issue on the Shareholding Structure of the Company Set out below is the shareholding structure of the Company as at the date of this announcement and immediately upon completion of the proposed Bonus Issue (assuming that no further H Shares or Domestic Shares will be issued or repurchased from the date of this announcement to the completion of the proposed Bonus Issue): As at the date of this announcement Immediately upon completion of the proposed Bonus Issue Number of Shares % Number of Shares % Domestic Shares 50,000,000 72.3 100,000,000 72.3 H Shares 19,170,400 27.7 38,340,800 27.7 Total 69,170,400

100 138,340,800

100 C

4 C Overseas Shareholders The Company will make enquiry regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange and upon the enquiry, if the Board is of the view that for Overseas Shareholders who will not be entitled to the Bonus Shares because of the legal restrictions under the laws or statutory regulations of their jurisdiction or the requirements of the stock exchange in that jurisdiction, arrangements will be made for the Bonus Shares which would otherwise have been issued to the Overseas Shareholders to be sold in the market as soon as practicable after dealings commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Overseas Shareholder, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Overseas Shareholder, by ordinary post at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company. Listing and Dealings Application will be made to the listing committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Bonus H Shares. Subject to the granting of the listing of, and permission to deal in, the Bonus H Shares on the Stock Exchange and the compliance on stock admission required by HKSCC, the Bonus H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from the date of commencement of dealings in the Bonus H Shares or such other date as determined by HKSCC. Reasons for the Proposed Bonus Issue The Board believes that the Bonus Issue will provide the Company with an increased number of the Shares outstanding and a reduced price of each Share, which may increase the liquidity of the Shares in the market or their trading volume. Based on the positive expectations on the future development of the Company, and with reference to the operating and the overall financial status of the Company, the Company proposes the Bonus Issue in accordance with the provisions in relation to profit distribution in the Article of Association, to promote the continuous sustainable development of the Company and to increase the liquidity of the Shares. The proposed Bonus Issue will enable the Shareholders to enjoy a pro-rata increase in the number of Shares being held in the Company without incurring any significant costs to them. Despite the fact that the price per Share on an ex-entitlement basis would be reduced and the proposed Bonus Issue is not expected to increase their proportionate equity interests in the Company, the proposed Bonus Issue will substantially increase the number of Shares to be held by the Shareholders, which will enable them to enjoy more flexibility in managing their own investment portfolios such as giving them an opportunity to dispose of their Shares and realise a cash return to meet the individual Shareholders'