Genetron : Health Announces Completion of Convertible Loan - Form 6-K

Genetron Health Announces Completion of Convertible Loan

BEIJING, Sept. 19, 2023 -- Genetron Holdings Limited ("Genetron Health" or the "Company", NASDAQ: GTH), a leading precision oncology platform company in China that specializes in offering molecular profiling tests, early cancer screening products and companion diagnostics development, today announced that on September 18, 2023, the Company had completed a convertible loan transaction and received the Loan proceeds in full. Under the convertible loan agreement (the "Loan Agreement") between the Company, Shenzhen Jiadao Gongcheng Equity Investment Fund (Limited Partnership), a limited partnership formed in the PRC (the "Lender") and Beijing Genetron Biotechnology Co., Ltd. (the "Borrower"), a consolidated operating entity of the Group (as defined below), the Lender has agreed to loan to the Borrower RMB100,000,000 (the "Loan"), which Loan bears interest at the rate of 6% per annum and matures two years from the date (the "Disbursement Date") the Loan proceeds are disbursed to the Borrower. The Company, its subsidiaries, the variable interest entities and their subsidiaries are collectively referred to as the "Group." The Company plans to use the net proceeds from the Loan for working capital and general corporate purposes.

From the first Disbursement Date until the earlier of six months after the maturity date of the Loan Agreement and the signing date of the New Equity Financing (as defined below), (a) if the Company adopts a PRC domestic financing structure, the Lender will have the right to convert all or part of the Loan, excluding accrued and unpaid interest, at its option, into common equity securities ("Conversion Shares") of a member of the Group (the "Equity Financing Issuer") that is the entity designated for new equity financing of the Group after the consummation of the previously announced proposed going private transaction (the "Proposed Transaction") (such new equity financing, the "New Equity Financing"); and (b) if the Company adopts an offshore financing structure, the Lender will have the right to subscribe, at its option, common equity securities ("Subscription Shares") of the Equity Financing Issuer for an aggregate new money consideration of no more than US$15 million in connection with the Company's offshore New Equity Financing. The conversion price of the Loan into Conversion Shares and the subscription price of the Subscription Shares will be determined pursuant to the formula set forth in the Loan Agreement.

In addition to certain customary events of default, upon a change of control or a sale of all or substantially all of the asset to a third-party, in each case with respect to the Borrower, the Loan Agreement will become immediately due and payable upon the Borrower's receipt of the written notice from the Lender.

The Conversion Shares and the Subscription Shares are being sold by the Company to the Lender under the Loan Agreement in reliance upon Regulation S under the Securities Act of 1933, as amended.