Annual Report 2021

MANAGEMENT DISCUSSION AND ANALYSIS 14 The United Laboratories International Holdings Limited Annual Report 2021 AUDIT COMMITTEE REVIEW The Audit Committee comprises three independent non-executive directors, namely Mr. Chong Peng Oon, Prof. Song Ming and Ms. Fu Xiao Nan. The Audit Committee has reviewed with the management of the Company the consolidated financial statements for the year ended 31 December 2021, including the accounting principles and practices adopted by the Group. CLOSURE OF REGISTER OF MEMBERS For the purpose of determination of entitlement to the final dividend and the special dividend, the Register of Members of the Company will be closed on Thursday, 7 July 2022 and Friday, 8 July 2022 on which no transfer of shares will be registered. In order to qualify for the final dividend and the special dividend (record date being Friday, 8 July 2022), all completed transfer forms accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 6 July 2022. DISCLOSURE UNDER RULE 13.21 OF THE LISTING RULES (a) The Company’s indirect wholly-owned subsidiary The United Laboratories (Inner Mongolia) Co., Ltd., as borrower, entered into a facility agreement dated 23 September 2019 with China Development Bank Hong Kong Branch for HK$300,000,000 term loan facility. The loans under the facility shall be repaid by installments with the final repayment date falling 60 months from the first utilisation date. The facility agreement imposes, among other matters, Mr. Tsoi Hoi Shan, Ms. Choy Siu Chit, Ms. Ning Kwai Chun and their family trusts collectively to own more than 51% of the entire issued capital of the Company. (b) The Company, as borrower, entered into a facility agreement dated 8 November 2019 with, among others, Bank of Communications Co. Ltd. Hong Kong Branch, Fubon Bank (Hong Kong) Limited, Hang Seng Bank Limited and Taipei Fubon Commercial Bank Co., Ltd., as mandated lead arrangers and bookrunners, for the dual currency term loan facilities in the amount equivalent to up to HK$2 billion. The loan under the facilities shall be repaid in installments within a 36-month term from the date of the facility agreement. The facility agreement imposes that, among other matters, Mr. Tsoi Hoi Shan, Ms. Choy Siu Chit, Ms. Ning Kwai Chun and their family trusts (i) individually or collectively do not cease to be the single largest shareholder of the Company; (ii) individually or collectively hold at least 40% of the entire issued capital of the Company; and (iii) do not cease management control over the Company or the Group. Any breach of these obligations will result in the facilities being cancelled and the loans, together with accrued interest and all other amounts outstanding, will become payable within five business days.