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DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCTS

2024-05-31 00:00:00

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.Chaoju Eye Care Holdings Limited朝聚眼科医疗控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2219) DISCLOSEABLE TRANSACTION SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCTS SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCTS Reference is made to the announcement of the Company dated March 21 2024 in relation to the subscription of structured deposit products offered by BOC in the total principal amount of RMB200 million (the “March Deposit Products”).The Board announces that on May 31 2024 Chaoju Medical Technology (an indirect wholly-owned subsidiary of the Company) has further subscribed for the Structured Deposit Products in the total principal amount of RMB150 million offered by BOC.The Subscriptions are funded by surplus cash of the Group and not by the proceeds from the Global Offering.IMPLICATIONS UNDER THE LISTING RULES As each of the March Deposit Products and the Structured Deposit Products are subscribed with the same bank (i.e. BOC) they would in each case be aggregated and treated as if the subscriptions were one transaction conducted with that bank for the purpose of computing the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules. As one of the applicable percentage ratios whether on a standalone basis or on an aggregate basis in respect of the subscription amount of the March Deposit Products and the Structured Deposit Products at the relevant period exceed 5% but are less than 25% the subscription of the Structured Deposit Products whether on a standalone basis or when aggregated with the March Deposit Products constitute discloseable transactions of the Company and are hence subject to the reporting and announcement requirements but are exempted from the circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. 1– 1 –SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCTS Reference is made to the announcement of the Company dated March 21 2024 in relation to the subscription of structured deposit products offered by BOC in the total principal amount of RMB200 million. Save for the March Deposit Products there are no structured deposit products subscribed from BOC by the Company that remain outstanding immediately prior to the Subscriptions.The Board announces that on May 31 2024 Chaoju Medical Technology (an indirect wholly- owned subsidiary of the Company) has subscribed for the Structured Deposit Products in the total principal amount of RMB150 million offered by BOC.The Structured Deposit Products (I) Structured deposit product (CSDVY202408404) Date of subscription: May 31 2024 Name of the structured deposit BOC Linked Structured Deposit Product (Corporate product: C l i en t ) (中国银行挂钩型结构性存款(机构客户) (CSDVY202408404) Parties: (a) Chaoju Medical Technology; and (b) BOC Principal amount of subscription: RMB78000000 Term of product: June 3 2024 to December 4 2024 Type of product and risk rating: Principal-guaranteed with minimum return guaranteed and is regarded as a low risk product by BOC Expected annualized rate of 1.5000% to 2.9000% investment return: Investment scope: This structured deposit product is linked structural deposit. The linked indicator is EUR/USD exchange rate. 2– 2 –(II) Structured deposit product (CSDVY202408405) Date of subscription: May 31 2024 Name of the structured deposit BOC Linked Structured Deposit Product (Corporate product: Client) (中国银行挂钩型结构性存款) (机构客户) (CSDVY202408405) Parties: (a) Chaoju Medical Technology; and (b) BOC Principal amount of subscription: RMB72000000 Term of product: June 3 2024 to December 6 2024 Type of product and risk rating: P r i n c i p a l - g u a r a n t e e d w i t h m i n i m u m r e t u r n guaranteed and is regarded as a low risk product by BOC Expected annualized rate of 1.4950% to 2.8950% investment return: Investment scope: This structured deposit product is linked structural deposit. The linked indicator is EUR/USD exchange rate.REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS The Structured Deposit Products are of low risk nature with satisfactory liquidity and the Subscriptions are carried out by the Company for treasury management purpose in order to enhance the utilization of and maximize the return on the surplus cash received from its business operations. The Subscriptions are funded by surplus cash of the Group and not by the proceeds from the Global Offering.The Group expects that the Structured Deposit Products will earn a better yield than current deposits generally offered by commercial banks in the PRC while at the same time offer flexibility to the Group in terms of treasury management. Further the Group has implemented adequate and appropriate internal control procedures to ensure the Subscriptions would not affect the working capital or the operations of the Group and that such investments would be closely monitored and conducted in accordance with the Group’s treasury policy. As such the Board is of the view that the terms of the Structured Deposit Products are fair and reasonable and are on normal commercial terms and the Subscriptions are in the interests of the Company and the Shareholders as a whole. 3– 3 –INFORMATION ABOUT THE PARTIES The Group The Group is a leading ophthalmic medical service group in North China with a strong reputation nationwide. As of the date of this announcement the Group operated a network of 31 ophthalmic hospitals and 29 optical centers spanning across 7 provinces and autonomous regions in China. The ophthalmic hospitals are specialized in providing ophthalmic services and the optical centers provide a series of optical products and services to satisfy a wide array of requests from customers.BOC BOC is a joint stock company incorporated in the PRC with limited liability. BOC and its subsidiaries are principally engaged in the commercial banking business which provides services such as accepting deposits making loans and offering basic investment products.BOC is listed on the Stock Exchange (Stock Code: 3988) and the Shanghai Stock Exchange (Stock Code: 601988).As of the date of this announcement and to the best of the Director’s knowledge information and belief having made all reasonable enquiries BOC and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Listing Rules).IMPLICATION UNDER THE LISTING RULES As each of the March Deposit Products and the Structured Deposit Products are subscribed with the same bank (i.e. BOC) they would in each case be aggregated and treated as if the subscriptions were one transaction conducted with that bank for the purpose of computing the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules. As one of the applicable percentage ratios whether on a standalone basis or on an aggregate basis in respect of the subscription amount of the March Deposit Products and the Structured Deposit Products at the relevant period exceed 5% but are less than 25% the subscription of the Structured Deposit Products whether on a standalone basis or when aggregated with the March Deposit Products constitute discloseable transactions of the Company and are hence subject to the reporting and announcement requirements but are exempted from the circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. 4– 4 –DEFINITIONS In this announcement unless the context otherwise requires the following words and expressions shall have the meaning ascribed to them below: “Board” the board of Directors “BOC” Bank of China Limited “Chaoju Medical Technology” Chaoju Medical Technology Co. Ltd.* (朝聚医疗科技有 限公司) a limited liability company established under the laws of the PRC on November 16 2015 an indirect wholly- owned subsidiary of our Company formerly known as Chaoju Medical Technology Equity Co. Ltd.* (朝聚医疗科 技股份有限公司) “China” or the “PRC” the People’s Republic of China but for the purpose of this announcement and for geographical reference only references herein to “China” and the “PRC” do not apply to Hong Kong Macau and Taiwan “Company” Chaoju Eye Care Holdings Limited an exempted company with limited liability incorporated under the laws of the Cayman Islands on May 19 2020 “Director(s)” director(s) of the Company “Global Offering” the Hong Kong Public Offering and the International Offering (both as defined in the Prospectus) “Group” the Company together with its subsidiaries “HK$” Hong Kong dollars and cents respectively the lawful currency of Hong Kong “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended or supplemented from time to time “Prospectus” the prospectus of the Company published on June 24 2021 “RMB” the lawful currency of the PRC 5– 5 –“Share(s)” ordinary share(s) in the share capital of the Company with nominal value of HK$0.00025 each “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Structured Deposit Products” the structured deposit products offered by BOC and subscribed by the Group on May 31 2024 the details of which are set out in this announcement “Subscriptions” subscriptions of the Structured Deposit Products “%” per cent By order of the Board Chaoju Eye Care Holdings Limited ZHANG Bozhou Chairman Hong Kong May 31 2024 As of the date of this announcement the board of directors of the Company comprises Mr.ZHANG Bozhou as the chairman and executive Director; Ms. ZHANG Xiaoli Mr. ZHANG Junfeng and Mr. ZHANG Guangdi as executive Directors; Mr. Richard Chen MAO Mr. LI Zhen and Ms. ZHANG Li as non-executive Directors; and Mr. HE Mingguang Ms. GUO Hongyan Mr. LI Jianbin and Mr. BAO Shan as independent non-executive Directors.* The English translation of the Chinese names denoted in this announcement is for illustration purposes only. Should there be any inconsistencies the Chinese name shall prevail. 6–6–