Gelonghui, January 19, 丨 Aoyou (01717.HK) announced that on January 19, 2024, the buyer (a wholly-owned subsidiary of the company) entered into such share purchase agreements with such sellers in respect of the acquisition. According to this, the buyer conditionally agreed to buy and those sellers conditionally agreed to sell sales rights (equivalent to about 7.70% of the issued Bioflag Nutrition shares), at a total cost of US$4.01 million in cash.
On the same day, Bioflag Nutrition entered into a share subscription agreement with the subscriber (Hong Kong Gold Port Trading Holdings Limited, wholly owned by Yili Co., Ltd.). According to this, the subscriber conditionally agreed to subscribe and Bioflag Nutrition conditionally agreed to allocate and issue 1,796,326 new BioFlagNutrition shares at a cost of US$1.904 million.
After completion of the subscription (and after completion of the acquisition), ADI (a wholly-owned subsidiary of the company) shares in Bioflag Nutrition will be reduced by approximately 89.74% to approximately 86.57%.
Bioflag Nutrition is a limited company incorporated in the Cayman Islands and is currently an indirect non-wholly-owned subsidiary of the company. Bioflag Nutrition is mainly engaged in R&D, manufacturing and sales of probiotics and fermentation-related products.
As part of the Group's long-term strategy to expand its probiotic value chain business, the Board of Directors believes that the Group's further acquisition of 7.70% of Bioflag Nutrition's shares will consolidate the Group's control and management of Bioflag Nutrition and is in line with the Group's strategy. Following the completion of the acquisition, Bioflag Nutrition will continue to be an indirect non-wholly-owned subsidiary of the company, and its performance will continue to be consolidated in the company's consolidated financial statements. Accordingly, the Board of Directors believes that the terms of such share purchase agreements are fair and reasonable and in the overall interests of the Company and its shareholders.
Furthermore, the Group plans to expand its capital base and further strengthen Bioflag Nutrition's financial position to match its business development and growth strategy. As part of this plan, the Board believes that the subscription will provide additional financial resources to support BioFlag Nutrition's business operations. Furthermore, the board of directors believes that the terms of the share subscription agreement are fair and reasonable, and believes that the subscription matters are beneficial to their shareholders in the long term and are in line with the Group's long-term corporate investment strategy.