TIDMCMSH
RNS Number : 8438P
China Medical System Holdings Ltd
23 July 2010
+------------------------------------+------------------------------------+
| For Immediate release | 23 July 2010 |
+------------------------------------+------------------------------------+
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATION.
China Medical System Holdings Ltd.
("CMS" or "the Company")
Notice of Extraordinary General Meeting
China Medical System Holdings Limited (AIM: CMSH) announces that an
Extraordinary General Meeting ("EGM") of the Company will be convened at 10:00
a.m. (Macau time) on 20 August 2010 at Ballroom 3, Wynn Macau, rua cidade de
sintra, Nape, Macau.
1. Background
On 29 April 2010, the Company announced that it has made an application for the
listing of the ordinary shares of nominal value U$0.005 each in the capital of
the Company (the "Shares") on the main board of The Stock Exchange of Hong Kong
Limited ("Hong Kong Stock Exchange") (the "Hong Kong Listing"). The Company has
grown considerably since the Shares were admitted to trading on AIM. The
Directors believe that a Hong Kong Listing would provide the Company with access
to a capital market which focuses on companies whose operations are in the Asian
region. In connection with the Hong Kong Listing, the Company may conduct a
share offering. The Company is seeking an approval from the Company's
shareholders (the "Shareholders") for the proposals, including a proposal to
grant the directors of the Company (the "Directors") authority to issue Shares
for cash and a proposal to cancel the admission of the Shares to trading on AIM
conditional upon the Hong Kong Listing occurring and on the same day as the
Listing Date (the "Delisting").
Based on the current timetable, the Directors expect that the earliest possible
date that the Hong Kong Listing may occur is 21 September 2010, which is also
the Company's preferred date of Delisting. Once the final date of the Hong Kong
Listing and the date of Delisting are confirmed, the Company will announce such
dates as soon as practicable and in any event not less than ten London business
days (being a day upon which the London Stock Exchange plc is open for business,
a "London Business Day") in advance of the final date of Delisting.
2. Background to and reasons for the Hong kong Listing and Delisting
On 29 April 2010, the Company announced that an application for a Hong Kong
Listing was made on that day.
Since the admission of the Shares to trading on AIM in June 2007, the Company
and the Shareholders have been well served by AIM. The proceeds raised from the
placing of Shares as part of the admission of the Shares to trading on AIM
enabled the Company and its subsidiaries (the "Group") to implement its
expansion plan. Given that the Group operates and generates all of its sales in
China, the Directors believe that the Company will be better served by listing
its shares on a stock exchange where the potential investors are generally more
familiar with the Chinese market and the Company's business environment.
Because of its geographical and economic proximity and cultural similarity to
China, and its large, liquid and well-maintained securities trading platform,
the Directors believe that Hong Kong Stock Exchange would be a suitable choice
of stock exchange for the Company to grow further. The Directors also believe
that as the Hong Kong Stock Exchange has attracted a broad range of PRC, Asian
and other international investors, the liquidity of and access to the Company's
Shares is expected to improve following the Hong Kong Listing, which shall in
turn improve the Company's profile and valuation in the long term.
The Directors have considered the advantages and disadvantages of maintaining
the Company's admission to AIM after its Shares are listed on the Hong Kong
Stock Exchange, and concluded that it will not be in the best interests of the
Company and the Shareholders to maintain dual listings on two different stock
exchanges. The Directors are of the view that a dual-listing is likely to
result in division of liquidity of Shares between the two markets, which is
likely to partly negate the benefits of the Hong Kong Listing. A dual-listing
will also incur additional legal, audit and other maintenance and management
fees, and require additional management resources as the Company would have to
comply with two sets of regulatory requirements. Accordingly, the Directors
believe that the additional time and costs required to maintain a dual-listing
will outweigh its benefits. The Company proposes to cancel the admission of
Shares to trading on AIM conditional upon the Hong Kong Listing occurring and on
the same day as the Listing Date.
The Hong Kong Listing is subject to, among other things, the approval of the
listing sub-committee of the board of directors of the Hong Kong Stock Exchange
("Listing Committee"), and may be affected by a number of factors including the
related share offering and market conditions. Subject to the approval of the
Listing Committee, it is currently expected that the earliest possible date that
the Hong Kong Listing may occur is 21 September 2010. The Delisting is
conditional on Shareholders' approval and the Hong Kong Listing taking place,
and will be effective on the Listing Date. The expected Listing Date and the
date of the Delisting are subject to change. Once the final date of Hong Kong
Listing and the date of Delisting are confirmed, the Company will make an
announcement regarding such dates as soon as practicable and in any event not
less than ten London Business Days in advance of the final date of Delisting.
3. The Delisting and its effect on Shareholders and the Company
The rules governing companies with shares admitted to trading on AIM (the "AIM
Rules") require that the Company give notice of the preferred date of Delisting
by way of announcement to the market and also separately to the London Stock
Exchange plc at least 20 London Business Days prior to such preferred date. As
such, the Company has notified the London Stock Exchange plc of the proposed
Delisting. Once the final date of Delisting is confirmed, the Company will
announce such date as soon as practicable and in any event not less than ten
London Business Days in advance of the final date of Delisting, and will
separately notify the London Stock Exchange plc of such date in accordance with
AIM Rules.
The Delisting is conditional upon:
(a) the passing of a resolution by the Shareholders holding not less
than 75 per cent of votes cast in accordance with the AIM Rules; and
(b) the Hong Kong Listing taking place within three months from the
passing of the resolution approving the Delisting.
The resolution approving the Delisting, if passed at the EGM, will allow the
Delisting to occur within a three month period from 20 August 2010 until 19
November 2010. However, it is expected that the earliest possible date that the
Hong Kong Listing may occur is 21 September 2010. The Delisting is conditional
upon and will only become effective from the Hong Kong Listing. Once the final
date of the Hong Kong Listing and the date of Delisting are confirmed, the
Company will announce such date as soon as practicable and in any event not less
than ten London Business Days in advance of the final date of Delisting.
In the event that Hong Kong Listing does not occur on or before 19 November
2010, and the Directors still believe that it is in the best interests of the
Company to list its Shares on the main board of the Hong Kong Stock Exchange and
to delist from AIM, the Company will seek a further resolution from the
Shareholders in the same form as the abovesaid resolution to approve the
cancellation of admission to trading on AIM of the Shares conditional on the
Hong Kong Listing taking place.
Subject to the approval of the resolution for the Delisting, the Company will
include a statement that the Delisting has been approved in all future
announcements made prior to the Delisting.
Following the Hong Kong Listing and the Delisting, all Shareholders will retain
the same number of Shares. The issued Shares in the capital of the Company are
currently registered on the Company's Jersey share register for the purposes of
trading on AIM. Following the Hong Kong Listing and the Delisting, the share
register of the Company will be maintained in Hong Kong by Computershare Hong
Kong Investor Services Limited (the "Hong Kong Share Registrar"). In order for
Shares to be traded on the Hong Kong Stock Exchange, it will be necessary for
such Shares to be moved from the Jersey share register to the Hong Kong share
register and only certificates for Shares issued by the Hong Kong Share
Registrar will be valid for delivery in respect of dealings effected on the Hong
Kong Stock Exchange. If you want your Shares to be registered on the Hong Kong
share register on the first day of the Hong Kong Listing, you need to return to
Computershare Investor Services (Jersey) Limited (the "Jersey Share Registrar")
a duly completed form enclosed with the circular issued by the Company on 23
July 2010 for Shareholders to elect to move the Shares to the Hong Kong share
register in advance of the Hong Kong Listing (the "Request for Removal of
Securities") so as to be received by the Jersey Share Registrar no later than
the date falling on or around 15 business days (being a day (other than a
Saturday or a Sunday) on which banks in London and Hong Kong are open for normal
banking business, a "Business Day") before the expected Listing Date (the
"Election Date"). Shares not registered on the Hong Kong share register on the
first day of the Hong Kong Listing will not be able to be traded on the Hong
Kong Stock Exchange from the first day of the Hong Kong Listing. For further
details, please see paragraph 4 below.
Following the Delisting, the Company will cease to have a nominated adviser and
it will no longer be required to comply with the AIM Rules. The Company will,
however, continue to hold annual general meetings in accordance with the
applicable statutory requirements and its articles of association and will
continue to send Shareholders copies of the Company's audited accounts and
notices of any shareholder meetings.
Upon the Hong Kong Listing, the Company will be subject to the Rules Governing
the Listing of Securities on the Hong Kong Stock Exchange (the "Listing Rules").
Pursuant to the requirements of the Listing Rules, the Company will have three
independent non-executive directors. It is proposed that the Company will
continue to have an audit committee comprising three independent non-executive
directors, a remuneration committee comprising three independent non-executive
directors, and a nomination committee comprising three independent non-executive
directors and an executive director.
Liability to taxation and any taxation effect of the Hong Kong Listing or the
Delisting will depend upon the individual circumstances of, and the tax
jurisdiction applicable to, each Shareholder. The Company cannot advise you on
tax or other consequences if your Shares are moved to the Hong Kong share
register. If you are in any doubt as to your own tax position, you should
consult an appropriate independent professional adviser. You should also
consult an appropriate independent professional adviser as to whether you
require any governmental or other consents or need to observe any applicable
legal requirement or other formalities to enable you to continue to hold your
Shares after the Hong Kong Listing and the Delisting becoming effective.
4. ACTIONS TO BE TAKEN IF YOU WISH YOUR SHARES TO BE REGISTERED ON THE HONG KONG
SHARE REGISTER ON THE FIRST DAY OF THE HONG KONG LISTING
The issued Shares in the capital of the Company are currently registered on the
Company's Jersey share register for the purposes of trading on AIM. In order
for Shares to be traded on the Hong Kong Stock Exchange, it will be necessary
for such Shares to be moved from the Jersey share register to the Hong Kong
share register, and only certificates for Shares issued by the Hong Kong Share
Registrar will be valid for delivery in respect of dealings effected on the Hong
Kong Stock Exchange. If you want your Shares to be registered on the Hong Kong
share register on the first day of the Hong Kong Listing, you need to complete
and return the Request for Removal of Securities to the Jersey Share Registrar
so as to be received by the Jersey Share Registrar no later than the Election
Date.
The Request for Removal of Securities is enclosed with the circular issued by
the Company on 23 July 2010. The Delisting is conditional on Shareholders'
approval and the Hong Kong Listing taking place, and will be effective on the
Listing Date. Should the application for the Hong Kong Listing be approved by
the Listing Committee, the Company will set the date for the Election Date which
is currently expected to be a date falling on or around 15 Business Days before
the expected Listing Date. An announcement of the Election Date, once
determined, will be made as soon as practicable.
If your Shares are held through Depository Interests in CREST
If you hold your Shares (through Depository Interests) in CREST and want your
Shares to be registered on the Hong Kong share register on the first day of the
Hong Kong Listing, you will need to complete the Request for Removal of
Securities and return it to the Jersey Share Registrar so as to be received by
the Jersey Share Registrar no later than the Election Date. Further, you should
arrange with your broker for a stock withdrawal instruction to be sent through
the CREST system requesting the number of Shares to be withdrawn from CREST and
confirming the person to be registered as the holder of such Shares on the Hong
Kong share register (for which the same name should appear on the Request for
Removal of Securities).
If your Shares are held in certificated form
If you currently hold your Shares in certificated form and want your Shares to
be registered on the Hong Kong share register on the first day of the Hong Kong
Listing, you will need to complete and return to the Jersey Share Registrar by
the Election Date the Request for Removal of Securities along with the share
certificates representing the Shares to be moved.
If you want your Shares to be registered on the Hong Kong share register on the
first day of the Hong Kong Listing, you need to complete and return the Request
for Removal of Securities so as to be received by the Jersey Share Registrar no
later than the Election Date. If you return the completed Request for Removal
of Securities to the Jersey Share Registrar by the Election Date, your Hong Kong
share certificates will be despatched to you by ordinary post at your own risk
on the day being two Hong Kong business days (being a day (other than a Saturday
or a Sunday) on which banks in Hong Kong are open for normal banking business, a
"Hong Kong Business Day") immediately prior to the Listing Date. You should
note that Hong Kong share certificates despatched by post may or may not reach
Shareholders on the date of the Hong Kong Listing. Alternatively, Hong Kong
Share Certificates will be available for collection in person from the office of
the Hong Kong Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre,
183 Queen's Road East, Wanchai, Hong Kong starting from the day being two Hong
Kong Business Days immediately prior to the Listing Date. If you wish to
collect your Hong Kong Share Certificates in person from the Hong Kong Share
Registrar, you should contact the Hong Kong Share Registrar no later than the
date being four Hong Kong Business Days before the Listing Date by email to the
following address: hkinfo@computershare.com.hk, specifying the subject as
"Collection of CMS Hong Kong Share Certificate". If you are an individual who
opts for personal collection, you may authorise another person to make
collection on your behalf and such person shall bear a letter of authorisation
from you. If you are a corporate Shareholder which opts for personal
collection, you must attend by your authorised representative bearing a letter
of authorisation from your corporation stamped with your corporation's chop.
Both individuals and authorised representatives (if applicable) must produce, at
the time of collection, evidence of identity acceptable to the Hong Kong Share
Registrar. Any Hong Kong Share Certificates not collected by 4:30 p.m. (Hong
Kong time) on the dispatch date being two Hong Kong Business Days immediately
prior to the Listing Date will be despatched to you by ordinary post at your own
risk.
Upon receiving the Hong Kong share certificates, Shareholders who wish to trade
in the Shares on the Hong Kong Stock Exchange will need to deposit their share
certificates with a Hong Kong broker or nominee. The time required for brokers
to process the deposit of share certificates would vary between individual
broker or nominee. Shareholders should therefore consult their respective
brokers or nominees and make appropriate arrangements.
You will not be able to trade your Shares from the time you return the completed
Request for Removal of Securities to the Jersey Share Registrar (subject to the
Shareholders' approval of the Delisting) until dealings in Shares commence on
the Hong Kong Stock Exchange and you have deposited your Hong Kong share
certificates with a Hong Kong broker or nominee in accordance with the
arrangements made with your broker or nominee. If the Hong Kong Listing does
not occur after you return the completed Request for Removal of Securities, the
Company shall notify you and make arrangements for your Shares to be moved from
the Hong Kong share register back to the Jersey share register and, if
appropriate, have them dematerialised again into CREST (using the depository
interest arrangements).
If you fail to return a duly completed Request for Removal of Securities to the
Jersey Share Registrar by the Election Date, your Shares will be automatically
transferred to the Hong Kong share register following the date of Delisting.
The Company has been advised that the moving of Shares from the Jersey share
register to the Hong Kong share register is expected to take up to ten Business
Days (during which time the Shares being moved will not be able to be traded).
Therefore, Shareholders should note that if they elect not to move their Shares
to the Hong Kong share register by the Election Date by completing and returning
to the Jersey Share Registrar the Request for Removal of Securities by the
Election Date, they will not be able to trade their Shares on AIM or the Hong
Kong Stock Exchange following the Delisting until the Shares are successfully
moved to the Hong Kong share register.
5. upon delisting, shares REMAINING on the jersey share register will be
AUTOMATICALLY moved to the Hong KOng share register
Following the Delisting, Shares will no longer be able to be settled in CREST.
Further, the Jersey share register will be closed and the Depositary Interests
facility will no longer be made available, and Depositary Interests will be
cancelled in accordance with the terms of the deed in respect of the Company's
Depositary Interests made by the Depositary on 4 May 2007. Shares held in the
form of Depositary Interests will be automatically rematerialised on the date of
Delisting, and Shares on the Jersey share register will be automatically moved
to the Hong Kong share register. The Company will complete the removal of the
Shares on the Jersey share register to the Hong Kong share register as soon as
practicable and it may take up to ten Business Days to complete the removal.
Shareholders should note that until the removal is successfully completed, the
Shares will not be able to be traded on the Hong Kong Stock Exchange. Share
certificates will be issued and sent to the name and address that appears on the
Jersey share register on the date of Delisting. Upon receiving the Hong Kong
share certificates, Shareholders who wish to trade in the Shares on the Hong
Kong Stock Exchange will need to deposit their share certificates with a Hong
Kong broker or nominee. The time required for brokers to process the deposit of
share certificates would vary among individual broker or nominee. Shareholders
should therefore consult their respective brokers or nominees and make
appropriate arrangements.
Shares in respect of which a Request for Removal of Securities is received by
the Jersey Share Registrar after the Election Date will only be moved to the
Hong Kong share register following the date of Delisting. The Jersey Share
Registrar and the Hong Kong Share Registrar will not effect any removal of
Shares at any time following the Election Date and before the date of Delisting.
6. Trading of shares on the Hong Kong stock Exchange following Hong Kong Listing
Brokers and nominees
It is emphasised that in order for the Shares to be available for trading on the
Hong Kong Stock Exchange, the relevant Hong Kong share certificates must be
deposited with a Hong Kong broker or nominee. When moving the Shares to the
Hong Kong share register, if you want the Shares to be registered and the
relevant Hong Kong share certificates to be issued in the name of your Hong Kong
broker or nominee, you should request the Jersey Share Registrar to effect an
amendment of title to the Hong Kong broker or nominee to whom you would like the
Hong Kong share certificates to be issued. Then the Request for Removal of
Securities must also be in the name of such Hong Kong broker or nominee.
Your current UK broker may have nominee and custodial arrangements in Hong Kong
and be enabled to trade on the Hong Kong Stock Exchange. If so and you wish to
hold your Shares through such broker, you must request that they amend your
details on the Jersey share register so that the Hong Kong share certificates
are sent to your Hong Kong broker or nominee. You should request the Jersey
Share Registrar to effect an amendment of title to the Hong Kong broker or
nominee. If you want your Shares to be registered on the Hong Kong share
register on the first day of the Hong Kong Listing, you should request your
broker to complete and return the Request for Removal of Securities so as to be
received by the Jersey Share Registrar no later than the Election Date.
The Directors believe that many Shareholders will be able to trade in the Shares
through their current broker (as many UK brokers have a Hong Kong counterparty).
However, in order to ensure that all Shareholders have the ability to trade
their Shares on the Hong Kong Stock Exchange, the Company has made informal
arrangements with the following London based retail brokers who are able to
trade on the Hong Kong Stock Exchange and have agreed, subject to their account
opening procedures, to act for Shareholders in their trading activities on the
Hong Kong Stock Exchange:
Williams de Broe Limited
Austin Friars House, 2-6 Austin Friars, London EC2N 2HD, telephone: 0207 072
7510 (contact name: Alex Philipson, e-mail: alex.philipson@wdebroe.com).
Paul Schweder Miller & Co
46-50 Tabernacle Street London EC2A 4SJ, telephone: 020 7490 5000 (contact name:
Andrew Petter, e-mail: andy.petter@schwedermiller.com).
The above brokers will facilitate Shareholders dealing in Shares on the Hong
Kong Stock Exchange and will be able to guide Shareholders through the
registration process. These brokers will require the relevant Shareholders to
go through their internal account opening procedures. These, as well as all
commission and other arrangements, will be between the relevant broker and the
relevant Shareholder, and the Company will not have any liability in respect of
such arrangements.
It is the responsibility of each Shareholder to inform the Jersey Share
Registrar, either directly or through his broker, of his correct registration
details no later than the Election Date or the Listing Date as applicable.
Transaction costs
The transaction costs of dealings in the Shares on the Hong Kong Stock Exchange
include a Hong Kong Stock Exchange trading fee of 0.005%, a Hong Kong Securities
and Futures Commission transaction levy of 0.004%, a transfer deed stamp duty of
HK$5.00 per transfer deed and ad valorem stamp duty on both the buyer and the
seller charged at the rate of 0.1% each of the consideration or, if higher, the
fair value of the Shares transferred. The brokerage commission in respect of
trades of Shares on the Hong Kong Stock Exchange is freely negotiable.
Settlement
Share trading in Hong Kong is on "T+2 settlement", meaning that share
transactions are settled (i.e. paid) two Hong Kong Business Days after the
relevant trading date.
Parties trading in shares in Hong Kong must settle their trades executed on the
Hong Kong Stock Exchange through their brokers directly or through custodians.
For those Shareholders who have deposited their Shares in a Hong Kong broking
account or in their designated CCASS (the Central Clearing and Settlement System
established and operated by the Hong Kong Securities Clearing Company Limited)
participant's stock account maintained with CCASS, settlement is effected in
CCASS in accordance with the General Rules of CCASS and CCASS Operational
Procedures. For a Shareholder who holds physical certificates, settlement
certificates and duly executed transfer forms must be delivered to his broker by
the settlement date.
A Shareholder may arrange with his broker on a settlement date in respect of his
trades executed on the Hong Kong Stock Exchange. Under the Listing Rules and
the General Rules of CCASS and CCASS Operational Procedures, the date of
settlement of trades must not be later than the second day following the trade
on which the settlement services of CCASS are open for use by CCASS participants
(i.e. T+2). For trades settled through CCASS, the General Rules of CCASS and
CCASS Operational Procedures provide that the defaulting broker may be compelled
to compulsorily buy-in shares by the HKSCC on the day after the date of
settlement (i.e. T+3), or if it is not practicable to do so on T+3, at any time
thereafter. HKSCC may also impose fines on the broker from T+2 onwards.
The CCASS stock settlement fee payable by each counterparty to a Hong Kong Stock
Exchange trade is currently 0.002% of the gross transaction value, subject to a
minimum fee of HK$2 and a maximum fee of HK$100 per trade.
7. Trading of shares on AIM after the ELECTION date and before delisting
If you have elected to move the Shares to the Hong Kong share register and
returned to the Jersey Registrar a completed Request for Removal of Securities
by the Election Date, you will not be able to trade your Shares from the time
you return the completed Request for Removal of Securities to the Jersey Share
Registrar (subject to the Shareholders' approval of the Delisting) until
dealings in Shares commence on the Hong Kong Stock Exchange and you have
deposited your Hong Kong share certificates with a Hong Kong broker or nominee
in accordance with the arrangements made with your broker or nominee. If the
Hong Kong Listing does not occur after you return the completed Request for
Removal of Securities, the Company shall notify you and make arrangements for
your Shares to be moved from the Hong Kong share register back to the Jersey
share register and, if appropriate, have them dematerialised again into CREST
(using the depository interest arrangements).
If you have not elected to move your Shares to the Hong Kong share register by
completing and returning the Request for Removal of Securities by the Election
Date, you will be able to continue trading your Shares (through Depositary
Interests) on AIM before the Delisting. It should, however, be noted that you
will not be able to trade your Shares on the Hong Kong Stock Exchange until they
are successfully moved to the Hong Kong share register which will only occur
following the date of Delisting.
8. extraordinary General Meeting
The EGM (at which the resolutions, which are set out in the notice of EGM which
is attached to the circular issued by the Company on 23 July 2010 as appendix 1,
will be proposed) will be held at 10 a.m. (Macau time) on 20 August 2010 at
Ballroom 3, Wynn Macau, rua cidade de sintra, Nape, Macau. All the Shareholders
are entitled to vote for or against any of the Resolutions.
9. Recommendation
The board of Directors considers that the resolutions to be put to the EGM are
in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all Shareholders vote in
favour of the resolutions to be proposed at the EGM, as they intend to do in
respect of their own beneficial holding, comprising in aggregate 786,002,480
Shares, representing approximately 82.4 per cent of the existing issued voting
share capital of the Company.
The Hong Kong Listing is subject to, among other things, the approval of the
Listing Committee and may be affected by a number of factors including the
related share offering and market conditions. Subject to the approval of the
Listing Committee, it is currently expected that the earliest possible date that
the Hong Kong Listing may occur is 21 September 2010. The Hong Kong Listing,
the related share offering and/or the De-listing may or may not occur on 21
September 2010 or at all. Shareholders and other investors are therefore
reminded to exercise all due caution when dealing in the Shares.
Expected Timetable of Principal Events
Latest time and date for receipt of DI Forms of Instruction
....... for the Extraordinary General
Meeting......................................... 5 p.m. on 16 August 2010
Latest time and date for receipt of Forms of Proxy
....... for the Extraordinary General
Meeting......................................... 5 p.m. on 17 August 2010
Closing date of the share register of the Company
for the purpose of the Extraordinary General
Meeting................................. 20 August 2010
Extraordinary General Meeting .................................... 10 a.m.
(Macau time) on 20 August 2010
Earliest possible Election
Date(1).........................................................................
31 August 2010
Earliest possible date of the Hong Kong Listing and the
Delisting(2)............. 21 September 2010
All references in this document are to London time unless otherwise stated.
(1) The earliest possible Election Date is based on the earliest possible date
of the Hong Kong Listing and the Delisting, being 21 September 2010. As the
expected Listing Date and the date of the Delisting are subject to change, the
expected Election Date is also subject to change. Once the final date of the
Election Date is confirmed, the Company will announce such date as soon as
practicable.
(2) The Hong Kong Listing is subject to, among other things, the approval of
the Listing Committee and may be affected by a number of factors including the
related share offering and market conditions. Subject to the approval of the
Listing Committee, it is currently expected that the earliest possible date that
the Hong Kong Listing may occur is 21 September 2010. The Delisting is
conditional on Shareholders' approval and the Hong Kong Listing taking place,
and will be effective on the Listing Date. The expected Listing Date and the
date of the Delisting are subject to change. Once the final date of Delisting
is confirmed, the Company will announce such date as soon as practicable and in
any event not less than ten London Business Days in advance of the final date of
Delisting.
A circular containing the notice of EGM has today been posted to shareholders,
and is available on the Company's website:www.chinamedicalsystem.com.
For further information, please contact:
+---------------------------------------+--------------------+
| China Medical System Holdings Ltd | + (852) 2369 3889 |
+---------------------------------------+--------------------+
| Vincent Hui | |
+---------------------------------------+--------------------+
| Seymour Pierce Limited | + 44 (0)20 |
| | 7107 8344 |
+---------------------------------------+--------------------+
| Chris Howard / Catherine Leftley | |
+---------------------------------------+--------------------+
The information contained in this document is not for release, publication or
distribution, directly or indirectly, in whole or in part, in, into or from in
the United States of America (including its territories and possessions, any
state of the United States and the District of Columbia). These materials do not
contain, constitute or form part of an offer to sell or the solicitation of an
offer to purchase securities in the United States. The securities referred to
herein (the "Securities") have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration under the Securities
Act except pursuant to an available exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There will be
no public offer of the Securities in the United States.
Notes for editors
China Medical System Holdings Limited
China Medical System Holdings Ltd., (CMS) is listed on the alternative
investment market (AIM) of the London Stock Exchange plc with the ticker symbol
"CMSH". It is a marketing and promotional service provider in China for
prescription pharmaceutical products. For further information, please visit
www.chinamedicalsystem.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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