SEC Form SC 13E3/A filed by Genetron Holdings Limited (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

Genetron Holdings Limited

(Name of the Issuer)

Genetron Holdings Limited
New Genetron Holding Limited
Genetron New Co Limited
Mr. Sizhen Wang
FHP Holdings Limited
SUPER SAIL, LLC
Genetron Discovery Holdings Limited
Tianjin Kangyue Business Management Partnership (Limited Partnership)
CICC Kangrui (No.1) Ningbo Equity Investment Fund Partnership (Limited Partnership)
CICC Healthcare Investment Fund, L.P.
Surrich International Company Limited
Wuxi Huihongyingkang Investment Partnership (Limited Partnership)
Wuxi Huizhisheng Enterprise Management Partnership (Limited Partnership)
CCB (Beijing) Investment Fund Management Co., Ltd.
CCB Trust Co., Ltd.
Wealth Strategy Holding Limited
Easy Benefit Investment Limited
Easy Best Investment Limited
Wealth Strategy Group Limited
Mr. Hung Ka Kung
Dr. Hai Yan
Eugene Health Limited
Dr. Yuchen Jiao
Genetron Alliance Holdings Limited
Mr. Evan Ce Xu
Dr. Yun-Fu Hu
Ms. Fengling Zhang

(Names of Persons Filing Statement)

Ordinary Shares, par value $0.00002 per share*
American Depositary Shares, each representing fifteen (15) Ordinary Share

(Title of Class of Securities)

37186H209**

(CUSIP Number)

Genetron Holdings Limited
1-2/F, Building 11, Zone 1
No. 8 Life Science Parkway
Changping District, Beijing, 102206
People’s Republic of China
+86 10 5090-7500

Tianjin Kangyue Business Management Partnership (Limited Partnership)
CICC Kangrui (No.1) Ningbo Equity Investment Fund Partnership (Limited Partnership)
CICC Healthcare Investment Fund, L.P.
c/o 25th Floor and 26th Floor, China World Tower B, No. 1 Jian Guo Men Wai Avenue
Beijing 100004, People’s Republic of China
86 (10) 6505 1166

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

This statement is filed in connection with (check the appropriate box):

a   ☐   The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b   ☐   The filing of a registration statement under the Securities Act of 1933.

c   ☐   A tender offer

d   ☒   None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

*

Not for trading, but only in connection with the listing on the Nasdaq Global Market of the American depositary shares

​

**

This CUSIP applies to the American depositary shares, each representing fifteen Ordinary Shares

​

 

INTRODUCTION

This Amendment No. 3 (the “Final Amendment”) to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Genetron Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value US$0.00002 per share (each, a “Share,” and collectively, the “Shares”), including Shares represented by American depositary shares (each, an “ADS,” and collectively, the “ADSs”), each representing fifteen (15) Shares that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) New Genetron Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”); (c) Genetron New Co Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); (d) Mr. Sizhen Wang, the chief executive officer and chairman of the board of directors of the Company (“Mr. Wang”); (e) FHP Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“FHP Holdings”); (f) SUPER SAIL, LLC, a limited liability company incorporated under the laws of Delaware, United States of America (“Super Sail”); (g) Genetron Discovery Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Genetron Discovery”); (h) Tianjin Kangyue Business Management Partnership (Limited Partnership), a partnership established in the People’s Republic of China (“Tianjin Kangyue”); (i) CICC Kangrui (No.1) Ningbo Equity Investment Fund Partnership (Limited Partnership), a partnership established in the People’s Republic of China (“CICC Kangrui”); (j) CICC Healthcare Investment Fund, L.P., an entity incorporated in the Cayman Islands (“CICC Healthcare Investment,” together with Tianjin Kangyue, CICC Kangrui, collectively, “CICC”); (k) Surrich International Company Limited, a company incorporated under the laws of the Hong Kong SAR, the People’s Republic of China (“Wuxi Capital”); (l) Wuxi Huihongyingkang Investment Partnership (Limited Partnership), a limited partnership organized under the laws of the People’s Republic of China (“Wuxi Huihongyingkang”); (m) Wuxi Huizhisheng Enterprise Management Partnership (Limited Partnership), a limited partnership organized under the laws of the People’s Republic of China (“Wuxi Huizhisheng,” together with Wuxi Huihongyingkang, “Wuxi Huishan Capital”); (n) CCB (Beijing) Investment Fund Management Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“CCB Investment”); (o) CCB Trust Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“CCB Trust”, together with CCB Investment, “CCB”); (p) Wealth Strategy Holding Limited, a company incorporated under the laws of the Hong Kong SAR, the People’s Republic of China (“Wealth Strategy Holding”); (q) Easy Best Investment Limited, a company incorporated under the laws of the British Virgin Islands (“Easy Best”); (r) Easy Benefit Investment Limited, a company incorporated under the laws of the British Virgin Islands (“Easy Benefit”, together with Easy Best, collectively, “WSG Entities”); (s) Wealth Strategy Group Limited, a company incorporated under the laws of the British Virgin Islands (“Wealth Strategy Group”, together with Wealth Strategy Holding, collectively, “Wealth Strategy”); (t) Mr. Hung Ka Kung, the controlling shareholder and a director of Wealth Strategy Group (“Mr. Kung”); (u) Dr. Hai Yan, the chief scientific officer and a director of the Company (“Dr. Yan”); (v) Dr. Yuchen Jiao, the chief technology officer of the Company (“Dr. Jiao”); (w) Eugene Health Limited, a company incorporated under the laws of the British Virgin Islands (“Eugene Health”); (x) Genetron Alliance Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Gentron Alliance”); (y) Mr. Evan Ce Xu, the chief financial officer (“Mr. Xu”); (z) Dr. Yun-Fu Hu, the chief medical officer of the Company (“Dr. Hu”); and (aa) Ms. Fengling Zhang, the vice president of the Company (“Ms. Zhang”).

Throughout this Transaction Statement, (a) Mr. Wang, Parent, Merger Sub, CICC, Wuxi Capital, Wuxi Huishan Capital, CCB, Wealth Strategy and Mr. Kung are collectively referred to as the “Buyer Group,” (b) (x) Mr. Wang, Tianjin Kangyue and CICC Healthcare Investment, (y) FHP Holdings, Dr. Yan, Genetron Voyage Holdings Limited, Genetron United Holdings Limited, Eugene Health, IN Healthcare Limited, Easy Benefit, Tianjin Yuanjufu Business Management Partnership (Limited Partnership), Easy Best, Tianjin Genetron Jun’an Business Management Partnership (Limited Partnership), Tianjin Genetron Juncheng Business Management Partnership (Limited Partnership), Genetron Alliance, Genetron Discovery, Vivo Capital Fund IX, L.P., Alexandria Venture Investments, LLC, Tianjin Tianshu Xingfu Corporation Management L.P., Eminence Legend Consultancy (HK) Limited, Ke Li, Xiao Yu Lu, Zuo Xiang, Peng Pamela Yan, Hong Chen, Jiayin Zhang, Genetron Health (Hong Kong) Company Limited, Super Sail,

 

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Wei-Wu He, Huiying Memorial Foundation, WEALTH FAITH INVESTMENT LTD., Qijing Li, Xiao Fan Wang, Jing Zhu, Kensington Trust Singapore Limited ato IS&P (First Names Singapore) Retirement Fund — FN45, Kevin Ying Hong and EVER PRECISE INVESTMENTS LIMITED (collectively, the “Other Rollover Shareholders”) are collectively referred to herein as the “Rollover Shareholders,” ​(c) Dr. Yan, Dr. Jiao, Mr. Xu, Dr. Hu and Ms. Zhang are collectively referred to herein as the “Management Filing Persons,” and (d) FHP Holdings, Super Sail, Genetron Discovery, Genetron Alliance and Eugene Health are collectively referred to herein as the “Management Holding Entities.” The Buyer Group, WSG Entities, Management Filing Persons and Management Holding Entities are collectively referred to herein as the “Participants.”

This Final Amendment is being filed pursuant to Rule 13e-3(d) to report the results and other relevant information of the transaction that is the subject of the Transaction Statement.

All capitalized terms used in this Final Amendment and not otherwise defined have the meanings ascribed to such terms in the Transaction Statement, including the Proxy Statement attached as exhibit (a)-(1) to the Transaction Statement.

Item 3   Identity and Background of Filing Persons

Item 3 (a) through (c) is hereby amended and supplemented as follows:

Directors and Executive Officers of CICC entities

The following table sets forth information regarding the directors and executive officers of CICC Listco as of the date of this Final Amendment:

 

2

 

 

3

 

 

4

 

 

5

 

 

6

 

 

7

 

The following table sets forth information regarding the directors and executive officers of CICC Capital Management as of the date of this Final Amendment:

 

8

 

The following table sets forth information regarding the director of CICC Kangzhi as of the date of this Final Amendment. CICC Kangzhi has no executive officer as of the date of this Final Amendment.

The following table sets forth information regarding the directors of CICC International as of the date of this Final Amendment. CICC International has no executive officer as of the date of this Final Amendment.

 

9

 

 

10

 

Item 15   Additional Information

Item 15(c) is hereby amended and supplemented as follows:

On February 21, 2024, at 9:00 a.m. (Beijing Time), an extraordinary general meeting of the shareholders of the Company was held at 1/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, the People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company authorized and approved the Merger Agreement, the Plan of Merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger and the consummation of the transactions contemplated thereby, including the Merger.

On March 28, 2024, the Company and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of March 28, 2024, pursuant to which the Merger became effective on March 28, 2024 (the “Effective Time”). As a result of the Merger, the Company became a wholly owned subsidiary of Parent.

The consummation of the Merger was financed through a combination of (i) rollover equity from the Rollover Shareholders, and (ii) cash contributions by the Sponsors in the amount of US$52.4 million. Due to certain logistics matters in relation to the equity rollover, two Rollover Shareholders (the “Electing Rollover Shareholders”) elected to pay to Parent an aggregate amount equal to the product of (x) the number of ADSs representing Shares such Electing Rollover Shareholders agreed to rollover pursuant to the Support Agreement, and (y) the Per ADS Merger Consideration, and will receive, through the ADS Depositary, such aggregate amount (excluding any fees, including ADS cancellation or termination fees, payable by such Electing Rollover Shareholder in accordance with the Deposit Agreement). As a result, the aggregate merger consideration paid by the Buyer Group and the ordinary shares of Parent that the Electing Rollover Shareholders received upon Effective Time remained the same. This paragraph is incorporated by reference into Items 4, 5, 6 and 10.

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (excluding certain Excluded Shares beneficially owned by the Electing Rollover Shareholders) and Shares represented by ADSs, was cancelled and ceased to exist in exchange for the right to receive the Per Share Merger Consideration in cash, and each ADS issued and outstanding immediately prior to the Effective Time (including certain ADSs owned by the Electing Rollover Shareholders), together with the Shares represented by such ADSs, was cancelled and ceased to exist in exchange for the right to receive the Per ADS Merger Consideration in cash. The aggregate amount of Merger Consideration paid for the ADSs owned by the Electing Rollover Shareholders was borne by such Electing Rollover Shareholders and not the Buyer Group.

At the Effective Time, the Excluded Shares (other than certain Excluded Shares beneficially owned by the Electing Rollover Shareholders), issued and outstanding immediately prior to the Effective Time, were cancelled and ceased to exist without payment of any consideration or distribution therefor.

In addition to the foregoing, (i) each holder of a Company Option to purchase Shares granted under the Company Share Plans that remained outstanding immediately prior to the Effective Time (whether vested or unvested), was assumed by Parent and converted into an employee incentive award of Parent, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Company Option; (ii) each holder of a Company RSU granted under the Company Share Plans that remained outstanding at the Effective Time (whether vested or unvested), was assumed by Parent and converted into an employee incentive award of Parent, on terms and conditions

 

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reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Company RSU; and (iii) each holder of a Company Restricted Share granted under the Company Share Plans that remained outstanding at the Effective Time (whether vested or unvested), was assumed by Parent and converted into an employee incentive award of Parent, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Company Restricted Share.

Notwithstanding the foregoing, each independent director of the Company that holds Company Options and/or Company Restricted Shares, whether vested or unvested, that were cancelled at the Effective Time will, in exchange therefor, be paid by the surviving company or one of its subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices (but in any event no later than thirty days after the Effective Time), a cash amount (without interest and net of any applicable withholding taxes) determined as follows: (a) in the case of Company Options, an amount of cash equal to (i) the excess, if any, of (x) the Per Share Merger Consideration over (y) the applicable exercise price, multiplied by (ii) the number of Shares underlying such Company Options, and (b) in the case of Company Restricted Shares, an amount of cash equal to (i) the excess, if any, of (a) the Per Share Merger Consideration over (b) the applicable exercise price, multiplied by (ii) the number of Shares underlying such Company Restricted Shares.

As a result of the Merger, the ADS program for the ADSs will terminate and the ADSs will no longer be listed on any securities exchange or quotation system, including Nasdaq Global Market (“Nasdaq”), and the Company will cease to be a publicly traded company. The Company has requested Nasdaq to file an application on Form 25 with the SEC to remove the ADSs from listing on Nasdaq and withdraw registration of the Company’s registered securities under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

Item 16   Exhibits

 

12

 

*

Previously filed

​

 

13

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Genetron Holdings Limited

By:

/s/ Wing Kee (Kelvin) Lau

​

Name:

Wing Kee (Kelvin) Lau

​

Title:

Chairman of the Special Committee

​

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Sizhen Wang

By:

/s/ Sizhen Wang

​

New Genetron Holding Limited

By:

/s/ Sizhen Wang

​

Name: Sizhen Wang

Title:   Director

Genetron New Co Limited

By:

/s/ Sizhen Wang

​

Name: Sizhen Wang

Title:   Director

FHP Holdings Limited

By:

/s/ Sizhen Wang

​

Name: Sizhen Wang

Title:   Director

SUPER SAIL, LLC

By:

/s/ Sizhen Wang

​

Name: Sizhen Wang

Title:   Director

Genetron Discovery Holdings Limited

By:

/s/ Sizhen Wang

​

Name: Sizhen Wang

Title:   Director

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Tianjin Kangyue Business Management Partnership (Limited Partnership)

By:

CICC Kangzhi (Ningbo) Equity Investment Management Co., Ltd., its general partner

​

By:

/seal/ CICC Kangzhi (Ningbo) Equity Investment Management Co., Ltd.

​

/s/ Xia Wu

Name: Xia Wu

Title:

Director

​

CICC Kangrui (No.1) Ningbo Equity Investment Fund Partnership (Limited Partnership)

By:

CICC Kangzhi (Ningbo) Equity Investment Management Co., Ltd., its general partner

​

By:

/seal/ CICC Kangzhi (Ningbo) Equity Investment Management Co., Ltd.

​

/s/ Xia Wu

Name: Xia Wu

Title:

Director

​

CICC Healthcare Investment Fund, L.P.,

acting through its general partner, CICC Healthcare Investment Management Limited

By:

/s/ Xia Wu

​

Name: Xia Wu

Title:

Director of CICC Healthcare Investment Management Limited

​

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Surrich International Company Limited

By:

/s/ PENG Yanbao

​

Name: PENG Yanbao

Title:   Director

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Wuxi Huihongyingkang Investment Partnership (Limited Partnership)

/seal/ Wuxi Huihongyingkang Investment Partnership (Limited Partnership)

By:

/s/ Chunlei Zhang

​

Name: Chunlei Zhang

Title:   Authorized Signatory

Wuxi Huizhisheng Enterprise Management Partnership (Limited Partnership)

/seal/ Wuxi Huizhisheng Enterprise Management Partnership (Limited Partnership)

By:

/s/ Yi Zhou

​

Name: Yi Zhou

Title:   Authorized Signatory

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

CCB (Beijing) Investment Fund Management Co., Ltd.

/seal/ CCB (Beijing) Investment Fund Management Co., Ltd.

By:

/s/ Yeqiang Wang

​

Name: Yeqiang Wang

Title:   Legal Representative

CCB Trust Co., Ltd.

/seal/ CCB Trust Co., Ltd.

By:

/s/ Baokui Wang

​

Name: Baokui Wang

Title:   Legal Representative

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Wealth Strategy Holding Limited

By:

/s/ Kung Hung Ka

​

Name: Kung Hung Ka

Title:   Director

Easy Benefit Investment Limited

By:

/s/ Kung Hung Ka

​

Name: Kung Hung Ka

Title:   Director

Easy Best Investment Limited

By:

/s/ Kung Hung Ka

​

Name: Kung Hung Ka

Title:   Director

Wealth Strategy Group Limited

By:

/s/ Kung Hung Ka

​

Name: Kung Hung Ka

Title:   Director

Hung Ka Kung

By:

/s/ Kung Hung Ka

​

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Hai Yan

By:

/s/ Hai Yan

​

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Eugene Health Limited

By:

/s/ Yuchen Jiao

​

Name: Yuchen Jiao

Title:   Director

Yuchen Jiao

By:

/s/ Yuchen Jiao

​

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Genetron Alliance Holdings Limited

By:

/s/ Sizhen Wang

​

Name: Sizhen Wang

Title:   Director

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Evan Ce Xu

By:

/s/ Evan Ce Xu

​

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Yun-Fu Hu

By:

/s/ Yun-Fu Hu

​

[Signature Page to Schedule 13E-3 Transaction Statement]

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2024

Fengling Zhang

By:

/s/ Fengling Zhang

​

[Signature Page to Schedule 13E-3 Transaction Statement]