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Bloks Group Limited Earnings Release 2002
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Download source fileHong Kong Pharmaceutical Holdings Limited
香港藥業集團有限公司*
(Incorporated in Bermuda with limited liability)
Announcement of Results for the year ended 31 March 2002
The Board of Directors (the "Board") of Hong Kong Pharmaceutical Holdings Limited (the "Company") announces the audited consolidated results of the Company and its subsidiaries (the "Group") for the year ended 31 March 2002, with comparative figures for the previous year, as follows:
| 2002 | 2001 | ||||
| Notes | HK$'000 | HK$'000 | |||
| TURNOVER | 2 | 71,063 | 39,006 | ||
| Cost of sales | (40,470 | ) | (22,560 | ) | |
| Gross profit | 30,593 | 16,446 | |||
| Other revenue and gains | 11,303 | 9,818 | |||
| Selling and distribution costs | (26,482 | ) | (19,059 | ) | |
| Administrative expenses | (26,338 | ) | (13,086 | ) | |
| Other operating expenses | (6,300 | ) | (5,186 | ) | |
| LOSS FROM OPERATING ACTIVITIES | 2, 3 | (17,224 | ) | (11,067 | ) |
| Finance costs | 4 | (6,385 | ) | (5,869 | ) |
| LOSS BEFORE TAX | (23,609 | ) | (16,936 | ) | |
| Tax | 5 | 433 | 1,640 | ||
| LOSS BEFORE MINORITY INTERESTS | (23,176 | ) | (15,296 | ) | |
| Minority interests | 3,617 | - | |||
| NET LOSS FROM ORDINARY | |||||
| ACTIVITIES ATTRIBUTABLE | |||||
| TO SHAREHOLDERS | (19,559 | ) | (15,296 | ) | |
| LOSS PER SHARE | 6 | ||||
| Basic | (1.42) cents | (1.37) cents | |||
| Diluted | N/A | N/A |
Notes:
1. Impact of new and revised statements of Standard Accounting Practice ("SSAPs")
The following recently-issued and revised SSAPs and related Interpretations are effective for the first time for the current year's financial statements:
* SSAP 9 (Revised): "Events after the balance sheet date"
* SSAP 14 (Revised): "Leases"
* SSAP 18 (Revised): "Revenue"
* SSAP 26: "Segment reporting"
* SSAP 28: "Provisions, contingent liabilities and contingent assets"
* SSAP 29: "Intangible assets"
* SSAP 30: "Business combinations"
* SSAP 31: "Impairment of assets"
* SSAP 32: "Consolidated financial statements and accounting for investments in subsidiaries"
* Interpretation 12: "Business combinations - subsequent adjustment of fair values and goodwill initially reported"
* Interpretation 13: "Goodwill - continuing requirements for goodwill and negative goodwill previously eliminated against/credited to reserves"
2. Turnover and Segment Information
The following table presents turnover and profit/(loss) from operating activities for the Group's business segments.
| Contribution to profit/(loss) | |||||||||
| Turnover | from operating activities | ||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||
| HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||
| Sum yung and pharmaceutical products | 53,953 | 35,963 | (7,307 | ) | (8,691 | ) | |||
| Biotechnological and transgenic products | 12,989 | - | (5,465 | ) | - | ||||
| Property investment | 2,356 | 2,597 | 1,951 | 3,482 | |||||
| Corporate and others | 1,765 | 446 | (7,507 | ) | (7,981 | ) | |||
| 71,063 | 39,006 | (18,328 | ) | (13,190 | ) | ||||
| Interest and dividend income | 2,840 | 5,409 | |||||||
| Unallocated revenue and gains | - | 1,403 | |||||||
| Unallocated expenses | (1,736 | ) | (4,689 | ) | |||||
| Loss from operating activities | (17,224 | ) | (11,067 | ) |
The following table presents turnover and profit/(loss) from operating activities for the Group's geographical segments.
| Contribution to profit/(loss) | |||||||||
| Turnover | from operating activities | ||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||
| HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||
| The People's Republic of China: | |||||||||
| Hong Kong | 57,936 | 38,982 | (13,087 | ) | (13,145 | ) | |||
| Elsewhere | 13,127 | 24 | (5,241 | ) | (45 | ) | |||
| 71,063 | 39,006 | (18,328 | ) | (13,190 | ) | ||||
| Interest and dividend income | 2,840 | 5,409 | |||||||
| Unallocated revenue and gains | - | 1,403 | |||||||
| Unallocated expenses | (1,736 | ) | (4,689 | ) | |||||
| Loss from operating activities | (17,224 | ) | (11,067 | ) |
3. LOSS FROM OPERATING ACTIVITIES
The Group's loss from operating activities is arrived at after charging/(crediting):
| 2002 | 2001 | |||
| HK$'000 | HK$'000 | |||
| Cost of inventories sold | 39,628 | 22,118 | ||
| Cost of services provided | 732 | 314 | ||
| Depreciation | 5,449 | 2,514 | ||
| Amortisation of know-how | 786 | - | ||
| Research and development expenditure | 639 | - | ||
| Amortisation of goodwill | 396 | - | ||
| Loss on disposal of fixed assets | 129 | 242 | ||
| Provision for impairment in value of long term investments | - | 2,000 | ||
| Loss on changes in fair values of short term listed investments | 1,736 | 2,689 | ||
| Deficit/(surplus) on revaluation of investment properties | 200 | (1,299 | ) | |
| Gain on disposal of short term listed investments | - | (1,403 | ) | |
| Write-back of residual purchase consideration | ||||
| payable to third parties | (4,806 | ) | - | |
| Write-back of rent and miscellaneous expenses | ||||
| payable on former director quarter | (1,296 | ) | - | |
| Write-back of remuneration and disbursements | ||||
| payable to former directors | (827 | ) | - | |
| Reversal of provision for doubtful receivables | - | (3,000 | ) | |
| Net rental income | (2,246 | ) | (2,470 | ) |
| Exchange losses/(gains), net | 18 | (4 | ) | |
| Dividend income from listed investments | (229 | ) | - | |
| Interest income | (2,611 | ) | (5,409 | ) |
4. FINANCE COSTS
| 2002 | 2001 | ||
| HK$'000 | HK$'000 | ||
| Interest on bank loans and other borrowings | |||
| wholly repayable within five years | 6,349 | 5,816 | |
| Hire purchase charges | 36 | 53 | |
| 6,385 | 5,869 |
5. TAX
No Hong Kong profits tax has been provided for because the Group had no estimated assessable profits arising in Hong Kong during the year (2001: Nil). Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretations and practices in respect thereof.
| 2002 | 2001 | |||
| HK$'000 | HK$'000 | |||
| Provision for the year - elsewhere | 1 | - | ||
| Overprovision in prior years | (434 | ) | (1,640 | ) |
| Tax credit for the year | (433 | ) | (1,640 | ) |
There was no significant unprovided deferred tax in respect of the year (2001: Nil).
6. LOSS PER SHARE
The calculation of basic loss per share is based on the net loss from ordinary activities attributable to shareholders for the year of approximately HK$19,559,000 (2001: approximately HK$15,296,000), and the weighted average number of 1,374,136,424 (2001: 1,119,928,205) ordinary shares in issue during the year.
Diluted loss per share amounts for the years ended 31 March 2002 and 2001 have not been presented because the effects of the assumed conversion of the share options and convertible notes of the Company during these years were anti-dilutive.
- Dividend
The directors do not recommend the payment of any dividend for the year (2001: Nil).
Business Review
During the financial year 2002, the management of the Group remained focused on the rationalization of existing operations and expansion through acquisitions and organic growth.
Amid intense competition and economic recession, the group recorded a turnover of approximately HK$71million compared to that of last year at HK$39 million, a significant increase of 82%.
The overhauling of existing operations in Hong Kong has reaped success, recording an increase in the segment's turnover of 49%, at approximately HK$58 million compared to last year's HK$39 million. In spite of weak consumer sentiments and intense competition, the increase in turnover has been achieved without eroding the gross profit margin.
The financial results incorporated post acquisition results from the subsidiaries acquired at the end of last year, namely, Shanghai Hua Xin High Biotechnology Inc. ("Hua Xin") and in April 2001, Yangzhou Genetic Engineering Ltd. The Group completed its acquisition of Guizhou Ensure Chain Pharmacy Co., Ltd. ("Ensure") at the end of the financial year and its contribution in terms of trading results will be incorporated in the Group's subsequent financial reports.
Following the successful acquisition of Hua Xin, tremendous efforts have been devoted to accelerating the commercialization of new medicines. Building on the existing two products, clinical trials for two national category II drugs have now been completed and one of the drugs has been awarded with new medicine certificate. At the same time, efforts were made to widen the sales channel of Hua Xin, to increase the recruitment of sales personnel and hospital accounts. Trade talks were also actively held with various developing countries on exporting of Hua Xin's products.
On 30 March 2002, the Group completed its acquisition of 51% interest in Ensure. Ensure is among the 50 companies authorized by the State Drug Administration ("SDA") to operate medical retail business across the PRC and is one of the 18 medical retail companies that have obtained the State GSP certification. Currently there are 75 chain stores in Guizhou and Hubei Provinces. The acquisition would represent that the Group be the first foreign enterprise to gain foothold and operate in the pharmaceutical distribution industry in the PRC. Pursuant to the WTO pact, on a progressive basis, the PRC will only begin to allow access to foreign companies to the industry sector in selective cities in early 2003.
Prospects
With the completion of the major acquisitions, the Group has completed its strategic transformation and become a pharmaceutical conglomerate with its core businesses focused on drugs retail, research and development, production and sale of biotech drugs in the PRC and Hong Kong.
Despite the losses recorded in 2001 and this year, the management believes that with the completion of the Group's transformation and optimization of new assets, the most difficult times for the Group's financial situation and operations are over. The enormous potential of the medical distribution and biotech businesses combined with the unique competitive edge of the Group will ensure rapid growth for the Group, thus providing a fundamental improvement to operating results and bringing satisfactory returns to shareholders.
The PRC government recently has been actively promoting the rationalization of the medical distribution industry and provide full support for mergers and acquisitions initiated by strong medical retail enterprises. The Group will focus on rapidly expanding the retail network of Ensure and seek to increase the number of pharmacies to 1,000 in three years time through acquisitions, new set ups, alliances and franchising. At the same time, acquisitions will be used as a means to enter the medical wholesale sector. The management of the Group believe that medical distribution business will give enormous impetus to the growth of the Group's future sales and earnings once the expansion strategy, especially the acquisition strategy, is successfully implemented.
As to biotech medicine, apart from Interleukin II which is already on the market, Hua Xin has developed two national category II drugs, namely IFN (water injection) for treating hepatitis and GM-CSF for treating cancers, both restructured through genetic engineering, one of which has already received new drug certificate from SDA. It is expected that the drugs will be due out by the end of 2002, bringing the totally of Hua Xin's products to four. Compared with the currently best-selling drug IFN (Lyohilization) in the PRC market - which is also produced by Hua Xin - IFN (water injection) is more flexible and can be produced at low cost. The drug is predicted to have huge market potential. The management of the Group believe that the launch of the new drug and the increase in sales channels will enable the sales of Hua Xin to increase significantly in future and the financial position to improve further.
While making sustained endeavours to develop the businesses, the Group is also forging close ties with top international investors so as to enlist strong funding support for its business development.
ANALYSIS of Results
The results of the financial year under review are encouraging. The Group recorded a turnover of approximately HK$71 million, a significant increase of approximately 82% compared to that of last year at HK$39 million, whilst gross profit margin has been maintained at 43% compared to last year's 42%. Net loss of the Group rose by 28%, from approximately HK$15.3 million last year to this year's HK$19.6 million.
The increase in turnover are attributable to firstly, the consolidation of this year's post acquisition financial results of the subsidiaries in the PRC for the first time since becoming members of the Group, namely Shanghai Hua Xin High Biotechnology Inc., and Yangzhou Genetic Engineering Ltd., contributing approximately 18% of the Group's total turnover; secondly, though confronted with difficult trading conditions amid the prevailing economic downturn, operations in Hong Kong recorded a remarkable growth in turnover from approximately HK$39 million last year to HK$58 million this year, an increase of almost 49%. Overall net loss rose mainly as a result of the consolidation of the post acquisition results of the PRC subsidiaries, which accounted for approximately 20% of this year's increase in the net loss of the Group, the balance of the increase of 8% is attributable to the Hong Kong operations.
The Group continues to tighten controls on the reduction of operating costs, aiming to enhance operational efficiency and competitiveness and thus further improve business performance. For the past two years, the management of the Group devoted much effort to consolidating and restructuring its operations in Hong Kong, and the results have been promising, achieving a significant growth in turnover whilst able to control its level of operating loss at a level similar to that of last year.
This year is the first year of consolidating the post acquisition financial results of the fore-mentioned newly acquired subsidiaries in the PRC since their acquisitions. Though loss-making, the Group is confident that improved business results from the subsidiaries in the PRC shall be achieved in the ensuing years when strategic plans are fully executed.
LIQUIDITY AND FINANCIAL RESOURCES
The current ratio of the Group declined by approximately 15% from last year's 1.17 times to 1 time this year. The slight decline is mainly attributable to the increase in short term borrowings and trade creditors as a result of consolidating the results of this year's newly acquired PRC subsidiaries. Subsequent to the acquisitions, the management of the Group shall focus on restructuring and consolidating the newly acquired operations, aiming to maximize their existing sales networks, enhance cashflow and working capital and operating performance as a whole. The management are confident that these newly acquired operations shall display a more encouraging financial position in the near future.
Gearing ratio (Total Borrowings over Total Assets) of the Group is measured at 0.47 time, same as last year. On 27 April 2001, pursuant to the conversion of HK$13 million creditor convertible notes, the Group issued 130 million new shares at the price of HK$0.1 per share, improved the gearing ratio by reducing debts and increasing equity base by the same amount. During the year, the Group further issued approximately HK$12.25 million convertible notes, conversion price at HK$1.38 per share, as part of the consideration payable to acquire 51% equity interest in Ensure in the PRC, acquisition of which was completed on 30th March 2002. The issuance of these convertible notes pursuant to the acquisition arrangement has been instrumental to reverting the gearing ratio to the same level as last year. It is expected that, following the execution of the conversion of the existing convertible notes, the Group's gearing ratio shall improve further from the corresponding reduction in debt and enlargement of equity base.
Charge of assets
At the balance sheet date, the Group's property investment with an aggregate carrying value of HK$40,150,000 were charged to a bank to secure general banking facilities and convertible note issued to a bank. The Group's trust receipts loans were secured by one of the Group's investment properties with an aggregate carrying value of HK$2,800,000 at the balance sheet date. The convertible note issued to a creditor as part of the Group's debt restructure arrangement was secured by 4.32% shareholding in Hennabun Management Inc. as at 31 March 2001 which was released in May 2001.
Purchase, redemption or sale of listed securities of the Company
Other than the issue of 130 million new shares at the price of HK$0.10 per share in April 2001 pursuant to the conversion of the creditor convertible note by the then creditor of the Company, neither the Company nor any of its subsidiaries had purchased, redeemed or sold any of the Company's listed securities during the year.
Code of Best Practice
In the opinion of the directors, the Company complied with the Code of Best Practice (the "Code") as set out in Appendix 14 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), throughout the accounting period covered by the annual report, except that the independent non-executive directors of the Company are not appointed for specific terms as required by paragraph 7 of the Code, but are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provision of the Company's bye-laws.
Publication of result on the stock Exchange'S website
The detailed results containing all the information required by paragraph 45(1) to 45(3) of Appendix 16 to the Listing Rules will be published on the website of the Stock Exchange in due course.
By Order of the Board
Hong Kong Pharmaceutical Holdings Limited
Huang Shuyun
Deputy Chairman and Managing Director
Hong Kong, 24 July 2002
* For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Annual General Meeting of Hong Kong Pharmaceutical Holdings Limited (the "Company") will be held at Salon II, 1st Floor, The Harbour Plaza, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Wednesday, 25 September, 2002 at 10:00 a.m. for the following purposes:
-
To receive and adopt the audited consolidated financial statements and the reports of the Directors and auditors for the year ended 31 March, 2002.
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To re-elect the retiring Directors and to authorise the board of Directors to fix the Directors' remuneration for the ensuing year.
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To determine the maximum number of Directors and to authorise the board of Directors to appoint additional Directors up to the maximum number.
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To appoint auditors of the Company for the ensuing year and to authorise the board of Directors to fix their remuneration.
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As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions and special resolution respectively:
Ordinary Resolutions
(1) "THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, dispose of and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities; (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to directors and/or employees of the Company and/or any of its subsidiaries of shares or rights of the Company; and (iv) an issue of shares as scrip dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this Resolution,
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda or any other applicable law to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company;
"Rights Issue" means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."
(2) "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or on any other stock exchange on which the Shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and
(c) for the purposes of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda or any other applicable law to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company."
(3) "THAT subject to the passing of Resolutions Nos. (1) and (2) set out in item 5 of the notice convening this meeting, the general mandate granted to the directors of the Company to allot, issue, dispose of and deal with additional shares pursuant to Resolution No. (1) set out in item 5 of the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. (2) set out in item 5 of the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing Resolution No. (2) set out in item 5 of the notice convening this meeting."
Special Resolution
(4) "THAT the existing Bye-laws of the Company be amended as follows:
(a) By adding the following new definitions and references to Bye-law 1:
""address" shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Bye-laws;"
""electronic" shall mean relating to technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time;"
(b) By deleting the existing definition of "Statutes" in Bye-law 1 and substituting therefor the following new definition:
""Statutes" shall mean the Act and any other act (as amended from time to time) for the time being in force of the Legislature of Bermuda applying to or affecting the Company, the Memorandum of Association and/or these presents and include the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time;"
(c) By deleting the existing Bye-law 153 and substituting therefor the following new Bye-law 153(1), (2) and (3):
"153. (1) Subject to Section 88 of the Act and Bye-law 153(2), a copy of the Directors' report in printed form or in electronic format, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors' report in printed form or in electronic format (collectively the "Relevant Financial Documents") shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and laid before the Company in general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.
(2) To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force and to obtaining all necessary consents, if any, required thereunder, the requirements in paragraph (1) of this Bye-law shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes and instead of a copy of the Relevant Financial Documents, a summary financial report derived from the Relevant Financial Documents which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the Relevant Financial Documents may, if he so requires and in accordance with all applicable Statutes, rules and regulations (including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force), by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial report, a complete printed copy of the Relevant Financial Documents.
(3) The requirement to send to a person referred to in paragraph (1) of this Bye-law the Relevant Financial Documents or a summary financial report in accordance with paragraph (2) of this Bye-law shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force, the Company publishes copies of the Relevant Financial Documents and, if applicable, a summary financial report complying with paragraph (2) of this Bye-law, on the Company's computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company's obligation to send to him a copy of the Relevant Financial Documents."
(d) By deleting the existing Bye-law 160 and substituting therefor the following new Bye-law 160:
"160. Any Notice from the Company to a Member shall be given in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and (where appropriate) any other document may be served or delivered by the Company on or to any Member either (1) personally or (2) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or by delivering or leaving it at any other address supplied by him to the Company for the purpose or, (3) as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or (4) may also be served by advertisement in appointed newspapers (as defined in the Act) or in accordance with the requirements of the Designated Stock Exchange or (5) subject to due compliance with all applicable statutes, rules and regulations, by publishing it on the Company's computer network, giving access to such network to the Member and giving to the Member a notice stating that the notice or other document is available there. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders."
(e) By deleting the existing Bye-law 161 and substituting therefor the following new Bye-law 161:
"161. Any notice or other document given or issued by the Company:
(a) if served by post, shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly prepaid, addressed and posted and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice or document placed on the Company's website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;
(c) if served or delivered in any other manner contemplated by these Bye-laws other than by advertisement in newspapers in accordance with this Bye-law, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other person appointed by the Board as to the fact and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;
(d) if served by advertisement in newspapers in accordance with this Bye-law, shall be deemed to have been served on the day on which the notice is first published; and
(e) may be given to a Member either in the English language or the Chinese language only or in both the English language and Chinese language, subject to due compliance with all applicable Statutes, rules and regulations."
(f) By inserting in the first sentence of Bye-law 162(1) after the words "registered address of any Member" the following words:
"or served by any means permitted by and"
the amended Bye-law 162(1) will be as follow:
"162. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member or served by any means permitted by and in pursuance of these Bye-laws shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.""
By Order of the Board
Hong Kong Pharmaceutical Holdings Limited
Huang Shuyun
Deputy Chairman and Managing Director
Hong Kong, 24 July, 2002
Notes:
1 Any member of the Company entitled to attend and vote at the annual general meeting (or at any adjournment thereof) is entitled to appoint one or more person(s) as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
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To be valid, proxy form, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the principal place of business of the Company at Room 2603, 26th Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting (or any adjournment thereof).
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Completion and return of the form of proxy will not preclude members from attending and voting at the annual general meeting (or at any adjournment thereof).
Please also refer to the published version of this announcement in The Standard dated 25 July 2002.