Luye Pharma Group Limited — M&A Activity 2016

Nov 21, 2016

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

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Takson Holdings Limited, nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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STATE ENERGY HK LIMITED 國能香港有限公司

TAKSON HOLDINGS LIMITED 第一德勝控股有限公司 *

(Incorporated in Hong Kong with limited liability) (Incorporated in Bermuda with limited liability)

(Stock Code: 918)

JOINT ANNOUNCEMENT

CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY HUARONG INTERNATIONAL SECURITIES LIMITED ON BEHALF OF STATE ENERGY HK LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF TAKSON HOLDINGS LIMITED

(OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY STATE ENERGY HK LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND RESULTS OF THE OFFER

Joint financial advisers to the Offeror

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References are made to (i) the joint announcements issued by Takson Holdings Limited (the “ Company ”) and State Energy HK Limited (the “ Offeror ”) dated 23 September 2016, 13 October 2016 and 31 October 2016; and (ii) the composite offer and response document (the “ Composite Offer Document ”) jointly issued by the Offeror and the Company dated 31 October 2016.

Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Offer Document.

All times and dates referred to in this joint announcement shall refer to Hong Kong times and dates.

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CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Monday, 21 November 2016. The Offer has not been revised or extended.

RESULTS OF THE OFFER

As at 4:00 p.m. on the Closing Date, the Offeror had received valid acceptances in respect of a total of 31,550,893 Offer Shares under the Offer, representing approximately 4.07% of the entire issued share capital of the Company as at the date of this joint announcement.

Immediately following the Completion and before the commencement of the Offer Period, the Offeror and parties acting in concert with it were interested in 514,897,600 Shares, representing approximately 66.40% of the then issued share capital of the Company.

Taking into account the valid acceptances under the Offer (subject to the completion of the transfers of those Offer Shares to the Offeror), the Offeror and parties acting in concert with it hold an aggregate of 546,448,493 Shares at the close of the Offer, representing approximately 70.47% of the entire issued share capital of the Company as at the date of this joint announcement.

Save as disclosed above, the Offeror and parties acting in concert with it have not acquired or agreed to acquire any Shares or rights over Shares during the Offer Period, nor have they borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company during the Offer Period.

SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares under the Offer will be posted to the accepting Qualified Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven Business Days following the date of receipt of all the relevant documents by the Registrar to render such acceptance under the Offer complete and valid in accordance with the Takeovers Code.

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SHAREHOLDING STRUCTURE AND PUBLIC FLOAT

Set forth below is the Company’s shareholding structures (i) immediately after the Completion and before the commencement of the Offer Period; and (ii) immediately upon the close of the Offer (subject to the completion of the transfers of those Offer Shares to Offeror under the Offer):

The Offeror Takson International_(Note 1) Mr. Wong Ms. Pang Dr. Motwani, Manoj Kumar(Note 2) Map Asia Pacific Limited(Note 3) Trans International Limited(Note 3)_ Public Shareholders Total	Immediately after the Completion and before the commencement of the Offer Period No. of Shares Approximate % 514,897,600 66.40 — — — — — — 500,000 0.06 412,000 0.05 982,000 0.13 258,614,400 33.36 775,406,000 100.00	Immediately upon the close of the Offer No. of Shares Approximate % 546,448,493 70.47 — — — — — — 500,000 0.06 412,000 0.05 982,000 0.13 227,063,507 29.29 775,406,000 100.00

Notes:

1. Takson International is a wholly-owned subsidiary of Wangkin Investments (PTC) Inc., which in turn is owned as to 50% by Mr. Wong and as to 50% by Ms. Pang.

2. Dr. Motwani, Manoj Kumar is an independent non-executive Director.

3. Each of Trans International Limited and Map Asia Pacific Limited is owned as to 100% by Dr. Motwani, Manoj Kumar.

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Upon the close of the Offer, 227,063,507 Shares, representing approximately 29.29% of the total issued Shares, are in the hands of the public, subject to the completion of the transfers of those Offer Shares to the Offeror under the Offer (in respect of which valid acceptances had been received). Accordingly, the Company satisfies the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules upon the close of the Offer.

By order of the board of State Energy HK Limited Ms. Niu Fang Director

By order of the Board of Takson Holdings Limited Mr. Wong Tek Sun, Takson Executive Director

Hong Kong, 21 November 2016

As at the date of this joint announcement, the Board comprises two executive Directors, namely Mr. Wong Tek Sun, Takson and Ms. Pang Shu Yuk, Adeline Rita; three independent non-executive Directors, namely Mr. Cunningham, James Patrick, Mr. Wong Kwok Tai and Dr. Motwani, Manoj Kumar and two non-executive Directors, namely Mr. Wong Tak Yuen and Ms. Pang She Kwok, Szwina. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, (a) the sole director of the Offeror and its ultimate holding companies, Shanghai Guoming and Shanghai Zhongshe, is Ms. Niu Fang; and (b) the Offeror is controlled by Ms. Niu Fang and Mr. Liu Quanhui. The sole director of the Offeror, Shanghai Guoming and Shanghai Zhongshe and the persons who control the Offeror, namely Ms. Niu Fang and Mr. Liu Quanhui, jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group, the Vendors and their respective directors) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group, the Vendors and their respective directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

• For identification purposes only

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