Annual Report 2021

NOTESTOTHE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2021 120 The United Laboratories International Holdings Limited Annual Report 2021 29. CONVERTIBLE BONDS On 5 December 2016, the Company issued USD denominated HKD settled 4.5% unsecured convertible bonds (the “Convertible Bonds”) at par with the aggregate principal amount of USD130,000,000 with initial conversion price of HK$5.35 (subject to adjustments) per share at a fixed exchange rate of HK$7.7563 to USD1.00. An adjustment has been made to the conversion price from HK$5.35 to HK$4.86 on a one- time basis on 13 December 2016 pursuant to the terms and conditions as prescribed in the subscription agreement dated 21 November 2016. Subsequently, an adjustment has been made to the conversion price from HK$4.86 to HK$4.72 on a one-time basis on 31 October 2019 and from HK$4.72 to HK$4.65 on a one-time basis on 29 June 2020 pursuant to the terms and conditions as prescribed in the subscription agreement dated 21 November 2016. The Convertible Bonds are listed on Stock Exchange. The Convertible Bonds bear interest from (and including) the issue date at the rate of 4.5% per annum calculated by reference to the principal amount thereof and payable semi-annually in arrears on 5 June and 5 December of each year, commencing with the first interest payment date falling on 5 June 2018. The Convertible Bonds will mature on 5 December 2021 and shall be redeemed by the Company at par, together with accrued interest thereon, on 5 December 2021. Conversion at the option of the bondholder may occur at any time between 15 January 2017 and 27 November 2021. The Company will, at the option of the bondholder, redeem all or some of the Convertible Bonds on 5 December 2019 at their principal amount, with accrued but unpaid interest excluding the date fixed for redemption. At 5 December 2019, no bondholder has redeemed the Convertible Bonds and the option expired. The Company may at any time after 5 December 2019 and prior to 5 December 2021, the date of maturity, redeem the Convertible Bonds in whole, but not in part, at their principal amount, together with interest accrued but unpaid up to the day before the date fixed for redemption, provided that the closing price of the shares of the Company, translated into US dollars at the prevailing rate applicable to the relevant trading day, for 30 consecutive trading days prior to the date upon which notice of such redemption is published is at least 130% of the conversion price then in effect, translated into US dollars at the fixed exchange rate of HK$7.7563 to USD1.00. The Company may at any time redeem the outstanding Convertible Bonds in whole, but not in part, at their principal amount together with interest accrued but unpaid up to the day before the date fixed for redemption if, immediately prior to the date of notice, at least 90% of principal amount of the bonds originally issued has already been converted, redeemed or purchased and cancelled.