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Bloks Group Limited Capital/Financing Update 2006

Dec 6, 2006

49127_rns_2006-12-06_0454200d-745d-48a3-a676-4b77cda9376d.pdf

Capital/Financing Update

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

HONG KONG PHARMACEUTICAL HOLDINGS LIMITED 香港葯業集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 182)

ANNOUNCEMENT IN RELATION TO TRADING ARRANGEMENTS AND RESUMPTION OF TRADING

The expected timetable of the trading arrangements for the Shares and New Shares are set out in this announcement.

Trading in the Shares has been suspended since 5 August 2004 and an application has been made by the Company to the Stock Exchange for the resumption of trading in the New Shares on the Stock Exchange with effect from 9:30 a.m. on 7 December 2006. Upon resumption of trading in the New Shares, the public float of the Company will be approximately 35.8%.

References are made to the joint announcement (the “Announcement”) issued by the Company and the Investor dated 1 December 2006 and the circular to Shareholders dated 29 July 2006 (the “New Document”). Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the New Document.

1. TRADING ARRANGEMENTS

(i) Expected timetable
Effective date of the Capital Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 6 December 2006
Completion of the Restructuring Agreement and the Subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 6 December 2006
Completion of the Placement (as defined in the Announcement) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 December 2006
Resumption of trading in the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 December 2006
Existing counter for trading in the Shares in board lots of 2,000 Shares in the form of
existing share certificates in beige colour temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 December 2006
Temporary counter for trading in New Shares in board lots of 200 New Shares in the form of
existing share certificates in beige colour opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 December 2006
Existing counter for trading in New Shares in board lots of 100,000 New Shares in the form of
new share certificates in blue colour for New Shares re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 December 2006
Parallel trading in New Shares (in the form of new share certificates and existing share certificates) starts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 December 2006
First day of free exchange of existing share certificate(s) for new share certificate(s) in blue colour for New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 7 December 2006
First day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 7 December 2006
Temporary counter for trading in New Shares in board lots of 200 New Shares in the form of existing share certificates closes . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 15 January 2007
Parallel trading in New Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 15 January 2007
Last day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 15 January 2007
Last day for free exchange of existing share certificate(s) for new share certificate(s) for New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 17 January 2007
Further announcement will be made as and when appropriate in the event that there are any changes to the expected timetable.
  • (ii) Share certificate exchange arrangement

Shareholders may from Thursday, 7 December 2006 to Wednesday, 17 January 2007 (both dates inclusive) submit certificates for the existing Shares to the branch share registrar of the Company in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong, to exchange, at the expense of the Company, for new certificates for the New Shares. Thereafter, certificates for the Shares will be accepted for exchange only on payment of a fee of, the higher of the following (i) HK$2.5 multiplied by the number of new certificates issued; or (ii) HK$2.5 multiplied by the number of existing certificates cancelled (or such higher amount as may from time to time be allowed by the Stock Exchange, whichever is the higher). It is expected that the certificates for the New Shares will be available within ten working days from the date of submission of the certificates for the existing Shares.

After 4:00 p.m. on Monday, 15 January 2007, the existing Share will continue to be effective as documents of title on the basis of every 10 Shares for one New Share but will not be valid for trading, settlement and registration purpose.

(iii) Parallel trading arrangements

Following the effective date of the Capital Restructuring and subject to the resumption of trading in the New Shares, the Company proposes the following trading arrangements for the Shareholders:

(i) from 9:30 a.m. on Thursday, 7 December 2006, the existing counter for trading in the Shares in board lots of 2,000 Shares will be removed temporarily and a temporary counter for trading in New Shares in board lots of 200 New Shares in the form of certificate for the existing Shares will be set up. Certificates for the existing Shares may only be traded at this temporary counter;

(ii) with effect from 9:30 a.m. on Thursday, 7 December 2006, the existing counter for trading in New Shares in board lots of 100,000 New Shares will be re-opened. Only new share certificates for New Shares will be traded at this counter;

(iii) during the period from Thursday, 7 December 2006 to Monday, 15 January 2007 (both dates inclusive), there will be parallel trading at the above two counters; and

(iv) the temporary counter for trading in the New Shares in board lots of 200 New Shares (in the form of existing share certificates) will be removed after the close of trading on Monday, 15 January 2007. Thereafter, trading will only be in New Shares in board lots of 100,000 New Shares and existing share certificates will cease to be acceptable for dealing and settlement purposes. However, such certificates will continue to be good evidence of legal title to the New Shares and may be exchanged for new certificates for New Shares at any time.

Any fractional entitlement to a New Share will not be issued but will be aggregated and sold for the benefit of the Company.

(iv) Facilities for odd lot holders

The existing board lot size of the Shares is 2,000 Shares and the New Shares will be traded in board lots of 100,000 New Shares. In order to alleviate the difficulties arising from the existence of odd lots as a result of the Capital Restructuring, the Investor has agreed to procure China Everbright Securities (HK) Limited to stand in the market to provide matching services for the odd lots of the New Shares on a best effort basis, during the period from Thursday, 7 December 2006 to Monday, 15 January 2007, both dates inclusive. Holders of the New Shares in odd lots (i.e. lots which are not in integral multiples of 100,000 New Shares) who wish to take advantage of this matching facility either to dispose of their odd lots of New Shares or top up to board lots of 100,000 New Shares may contact Mr. Lai Tik Kei of China Everbright Securities (HK) Limited at telephone number (852) 2860 1183 during office hours.

2. RESUMPTION OF TRADING IN THE NEW SHARES

Trading in the Shares has been suspended since 5 August 2004 and an application has been made by the Company to the Stock Exchange for the resumption of trading in the New Shares on the Stock Exchange with effect from 9:30 a.m. on 7 December 2006. 3. GENERAL

As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Ko Chun Shun, Johnson, Mr. Tsoi Tong Hoo, Tony, Mr. Chan Kam Kwan, Jason, Mr. Wong Fan, Frank and Mr. Yeung Heung Yeung, one non-executive Director namely Mr. Kelvin Edward Flynn and three independent non-executive Directors, namely, Mr. Ho Tak Man, Billy, Mr. Yap Fat Suan and Dr. Wong Yau Kar, David.

For and on behalf of

HONG KONG PHARMACEUTICAL HOLDINGS LIMITED Ko Chun Shun, Johnson Director

Hong Kong, 6 December 2006

  • for identification purposes only

Please also refer to the published version of this announcement in China Daily.

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