お知らせ • Apr 08
Genetron Holdings Files Form 15 Genetron Holdings Limited has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its ordinary shares, par value $0.0001 per share, American depositary shares, each representing 15 ordinary shares under the Securities Exchange Act of 1934, as amended. お知らせ • Mar 30
Genetron Holdings Requests Nasdaq to File Form 25 with the Securities and Exchange Commission for Delisting of the ADSs on Nasdaq and the Deregistration of its Registered Securities Genetron Holdings Limited (‘Genetron Health’ or the ‘Company’) announced the completion of its merger (the ‘Merger’) with Genetron New Co Limited (‘Merger Sub’), pursuant to the previously announced agreement and plan of merger, dated as of October 11, 2023 (the ‘Merger Agreement’), among the Company, New Genetron Holding Limited (‘Parent’) and Merger Sub. As a result of the Merger, the Company has become a wholly owned subsidiary of Parent and will cease to be a publicly traded company. Pursuant to the terms of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on February 21, 2024, each ordinary share, par value USD 0.00002 per share, of the Company (each, a ‘Share’) issued, outstanding and not represented by American depositary share of the Company (each, an ‘ADS,’ representing fifteen (15) Shares) immediately prior to the effective time of the Merger (the ‘Effective Time’), other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), has been cancelled and ceased to exist, in exchange for the right to receive USD 0.272 in cash per Share without interest (the ‘Per Share Merger Consideration’), and each ADS, issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares, together with each Share represented by such ADS, has been cancelled and ceased to exist, in exchange for the right to receive USD 4.08 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders, and such consideration, together with the Per Share Merger Consideration, the ‘Merger Consideration’). The Company also announced that it has requested that trading of its ADSs on the Nasdaq Global Market (the ‘Nasdaq’) be suspended as of the close of trading on March 28, 2024 (New York time). The Company has requested that Nasdaq file a Form 25 with the Securities and Exchange Commission (the ‘SEC’) notifying the SEC of the delisting of the ADSs on Nasdaq and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days following the filing of the Form 25. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective. New Risk • Oct 12
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 4.7% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Minor Risks Shareholders have been diluted in the past year (4.7% increase in shares outstanding). Market cap is less than US$100m (US$89.2m market cap). お知らせ • May 24
Genetron Health Announces Receipt of Notification from Nasdaq Regarding Non-Compliance with Minimum Bid Price Requirement of its American Depositary Shares On May 23, 2023, Genetron Holdings Limited announced that it has received written notification from the staff of the Listing Qualifications Department of the Nasdaq Stock Market LLC (‘Nasdaq’) dated May 17, 2023, indicating that for the last 30 consecutive business days, the closing bid price for the Company’s American depositary shares (the ‘ADSs’) was below the minimum bid price of USD 1.00 per share requirement set forth in Nasdaq Listing Rule 5450(a)(1). The Nasdaq notification letter has no current effect on the listing or trading of the Company’s securities on Nasdaq. Pursuant to the Nasdaq Listing Rules 5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days, or until November 13, 2023, to regain compliance under the Nasdaq Listing Rules. If at any time during the 180-day compliance period, the closing bid price of the Company’s ADSs is USD 1.00 per share or higher for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance by November 13, 2023, subject to the determination by the staff of Nasdaq, the Company may be eligible for an additional 180-day compliance period. The Company’s business operations are not affected by the Nasdaq notification letter. The Company intends to monitor the closing bid price of its ADSs between now and November 13, 2023 and will take all reasonable measures in order to regain compliance with the Nasdaq minimum bid price requirement. Reported Earnings • May 14
Full year 2022 earnings: Revenues exceed analysts expectations while EPS lags behind Full year 2022 results: CN¥8.70 loss per share (further deteriorated from CN¥5.39 loss in FY 2021). Revenue: CN¥650.7m (up 22% from FY 2021). Net loss: CN¥808.4m (loss widened 63% from FY 2021). Revenue exceeded analyst estimates by 11%. Earnings per share (EPS) missed analyst estimates by 20%. Revenue is forecast to grow 16% p.a. on average during the next 2 years, compared to a 19% growth forecast for the Biotechs industry in the US. お知らせ • Jan 19
Genetron Health Regains Compliance with Nasdaq Minimum Bid Price Requirement Genetron Holdings Limited announced that the Company had received a notification letter (“Compliance Notice”) from the staff of the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), dated January 17, 2023, indicating that the Company has regained compliance with the minimum bid price requirement set forth under the Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). As previously announced, the Company was notified by Nasdaq on October 28, 2022 that the Company was not in compliance with the Minimum Bid Price Requirement as the bid price of the Company’s American depositary shares (“ADSs”) closed below $1.00 per share for 30 consecutive business days. On January 17, 2023, Nasdaq confirmed in the Compliance Notice that for the ten consecutive business days, from December 29, 2022 to January 13, 2023, the closing bid price of the Company’s ADSs has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5450(a)(1), and the matter is closed. 