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PegBio Co., Ltd. — Capital/Financing Update 2012
Feb 15, 2012
50676_rns_2012-02-15_c2bf722b-7aa3-4af4-82fe-6e847637c9d9.pdf
Capital/Financing Update
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The whole of this document must be returned to be valid. 本文件必須整份交回,方為有效。
Form A 表格甲
Provisional Allotment Letter Number 暫定配額通知書編號
IMPORTANT 重要提示
REFERENCE IS MADE TO THE PROSPECTUS (THE “PROSPECTUS”) ISSUED BY BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED (THE “COMPANY”) DATED 15 FEBRUARY 2012 IN RELATION TO THE RIGHTS ISSUE (WITH BONUS WARRANT ISSUE). TERMS DEFINED IN THE PROSPECTUS SHALL BEAR THE SAME MEANINGS WHEN USED HEREIN UNLESS THE CONTEXT OTHERWISE REQUIRES.
茲提述北京御生堂藥業集團有限公司(「本公司」)於二零一二年二月十五日就供股(連同發行紅利認股權證)刊發之章程(「供股章程」)。除非文義另有所指,否則本文件採用之詞彙與供股章程所界定者具備相同涵義。 THIS DOCUMENT IS VALUABLE AND TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS DOCUMENT AND THE ACCOMPANYING FORM OF APPLICATION FOR EXCESS RIGHTS SHARES EXPIRES AT 4:00 P.M. ON THURSDAY, 1 MARCH 2012.
本文件具有價值及可轉讓,務請 閣下立即處理。本文件及隨附之額外供股股份申請表格所載之要約於二零一二年三月一日(星期四)下午四時正截止。 IF YOU HAVE SOLD OR TRANSFERRED ALL YOUR SHARES, YOU SHOULD AT ONCE HAND THE PROSPECTUS DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR TO THE BANK, LICENSED SECURITIES DEALER OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
閣下如已售出或轉讓全部名下之股份,應立即將章程文件交予買方或承讓人,或經手買賣或轉讓之銀行、持牌證券交易商或其他代理商,以便轉交買方或承讓人。
HONG KONG EXCHANGES AND CLEARING LIMITED, THE STOCK EXCHANGE AND HKSCC TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS DOCUMENTS, MAKE NO REPRESENTATION AS TO THEIR 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 THE PROSPECTUS DOCUMENTS. 香港交易及結算所有限公司、聯交所及香港結算對章程文件之內容概不負責,對其準確性或完整性亦不發表任何聲明,並明確表示概不會就章程文件之全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。
A COPY OF EACH OF THE PROSPECTUS DOCUMENTS, HAVING ATTACHED THERETO THE WRITTEN CONSENT REFERRED TO UNDER THE PARAGRAPH HEADED “EXPERT” IN APPENDIX III TO THE PROSPECTUS, HAVE BEEN REGISTERED WITH THE REGISTRAR OF COMPANIES IN HONG KONG AS REQUIRED BY SECTION 342C OF THE COMPANIES ORDINANCE. A COPY OF EACH OF THE PROSPECTUS DOCUMENTS WILL AS SOON AS REASONABLY PRACTICABLE BE DELIVERED TO THE REGISTRAR OF COMPANIES IN BERMUDA FOR FILING IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT. THE SECURITIES AND FUTURES COMMISSION OF HONG KONG, THE REGISTRAR OF COMPANIES IN HONG KONG AND THE REGISTRAR OF COMPANIES IN BERMUDA TAKE NO RESPONSIBILITY FOR THE CONTENTS OF ANY OF THESE DOCUMENTS. 各章程文件連同供股章程附錄三「專家」一段所述之同意書之印本各一份已遵照公司條例第342C條送呈香港公司註冊處處長登記。各份章程文件之印本亦將會遵照公司法之規定在合理可行情況下盡快送交百慕達公司註冊處存案。香港證券及期貨事務監 察委員會、香港公司註冊處處長及百慕達公司註冊處對任何此等文件之內容概不負責。 DEALINGS IN THE NIL-PAID AND FULLY-PAID RIGHTS SHARES, THE BONUS WARRANTS AND THE BONUS WARRANT SHARES MAY BE SETTLED THROUGH CCASS, YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER FOR DETAILS OF THOSE SETTLEMENT ARRANGEMENTS AND HOW SUCH ARRANGEMENTS MAY AFFECT YOUR RIGHTS AND INTERESTS.
未繳股款及繳足股款供股股份以及紅利認股權證及紅利認股權證股份可透過中央結算系統進行交收。 閣下應就有關交收安排之詳情及此等安排可能對 閣下之權利及權益造成之影響,諮詢 閣下之持牌證券交易商、銀行經理、律師、專業會計師或其 他專業顧問。
SUBJECT TO THE GRANTING OF THE LISTING OF, AND PERMISSION TO DEAL IN, THE RIGHTS SHARES (IN BOTH THEIR NIL-PAID AND FULLY-PAID FORMS), THE BONUS WARRANTS AND THE BONUS WARRANT SHARES ON THE STOCK EXCHANGE, THE RIGHTS SHARES (IN BOTH THEIR NIL-PAID AND FULLY-PAID FORMS), THE BONUS WARRANTS AND THE BONUS WARRANT SHARES WILL BE ACCEPTED AS ELIGIBLE SECURITIES BY HKSCC FOR DEPOSIT, CLEARANCE AND SETTLEMENT IN CCASS WITH EFFECT FROM THE RESPECTIVE COMMENCEMENT DATES OF DEALINGS IN THE RIGHTS SHARES IN THEIR NIL-PAID AND FULLY-PAID FORMS, THE BONUS WARRANTS AND THE BONUS WARRANT SHARES ON THE STOCK EXCHANGE OR SUCH OTHER DATE AS DETERMINED BY HKSCC. SETTLEMENT OF TRANSACTIONS BETWEEN PARTICIPANTS OF THE STOCK EXCHANGE ON ANY TRADING DAY IS REQUIRED TO TAKE PLACE IN CCASS ON THE SECOND TRADING DAY THEREAFTER. ALL ACTIVITIES UNDER CCASS ARE SUBJECT TO THE GENERAL RULES OF CCASS AND CCASS OPERATIONAL PROCEDURES IN EFFECT FROM TIME TO TIME. 待未繳股款及繳足股款供股股份以及紅利認股權證及紅利認股權證股份獲批准於聯交所上市及買賣後,未繳股款及繳足股款供股股份以及紅利認股權證及紅利認股權證股份將獲香港結算接納為合資格證券,自未繳股款及繳足股款供股股份以及紅利認 股權證及紅利認股權證股份各自開始在聯交所買賣之日或香港結算決定之其他日期起在中央結算系統內寄存、結算及交收。聯交所參與者之間於任何交易日進行之交易須於隨後第二個交易日在中央結算系統內進行交收。所有中央結算系統內之活動均 依據不時有效之中央結算系統一般規則及中央結算系統運作程序規則進行。 IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT ABOUT THIS DOCUMENT OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT A LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.
閣下如對本文件之任何內容或應採取之行動有任何疑問,應諮詢 閣下之持牌證券交易商、銀行經理、律師、專業會計師或其他專業顧問。
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BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED 北京御生堂藥業集團有限公司[*]
(Incorporated in Bermuda with limited liability) (於百慕達註冊成立之有限公司) Branch share registrar and transfer office in Hong Kong: Tricor Tengis Limited (股份代號:(Stock Code: 1141)1141) 26th Floor Tesbury Centre RIGHTS ISSUE OF 28 Queen’s Road East 2,471,087,850 RIGHTS SHARES OF HK$0.10 EACH Wanchai ON THE BASIS OF FIVE RIGHTS SHARES Hong Kong FOR EVERY ONE CONSOLIDATED SHARE HELD ON THE RECORD DATE 股份過戶登記處香港分處: AT HK$0.13 PER RIGHTS SHARE 卓佳登捷時有限公司 (WITH BONUS WARRANTS ON THE BASIS OF ONE BONUS WARRANT 香港灣仔 FOR EVERY FIVE RIGHTS SHARES TAKEN UP) 皇后大道東28號 PAYABLE IN FULL ON ACCEPTANCE BY NO LATER THAN 4:00 P.M. ON THURSDAY, 1 MARCH 2012 金鐘匯中心 供股 26樓
基準為於記錄日期每持有一股合併股份可認購五股供股股份 按每股供股股份0.13港元之價格 合共發行2,471,087,850股每股面值0.10港元之供股股份
(連同紅利認股權證,基準為每認購五股供股股份可獲發一份紅利認股權證) 股款須於接納時(不遲於二零一二年三月一日(星期四)下午四時正前)繳足
PROVISIONAL ALLOTMENT LETTER 暫定配額通知書
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Registered office:
註冊辦事處:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place
of business:
Suite 1501, 15th Floor
Great Eagle Centre
23 Harbour Road
Wanchai
Hong Kong
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總辦事處及主要營業地點:
香港
灣仔
港灣道23號
鷹君中心
15樓1501室
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Name(s) and address of the Qualifying Shareholder(s) Total number of Consolidated Shares registered in your name(s) on Monday, 13 February 2012 合資格股東姓名及地址 於二零一二年二月十三日(星期一)登記於 閣下名下之合併股份總數 Box A 甲欄 Number of Rights Shares provisionally allotted to you subject to payment in full on acceptance by no later than 4:00 p.m. on Thursday, 1 March 2012 暫定配發予 閣下之供股股份數目,股款最遲須於二零一二年三月一日(星期四)下午四時正前接納時繳足 Box B 乙欄 Total subscription monies payable 應繳認購款項總額 Box C 丙欄 HK$ 港元 Contact telephone no: 聯絡電話號碼: To accept this provisional allotment of the Rights Shares in full, you must lodge this document intact with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, together with a remittance in Hong Kong dollars for the full amount shown in Box C above so as to be received by not later than 4:00 p.m. on Thursday, 1 March 2012. All remittances must be made in Hong Kong dollars and must be forwarded either by a cheque drawn on a bank account with, or by a banker’s cashier order issued by, a licensed bank in Hong Kong. All such cheques or banker’s cashier orders must be made payable to “BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED – RIGHTS ISSUE ACCOUNT” and crossed “Account Payee Only”. No receipt will be given for such remittances. Instructions on transfer and splitting are set out overleaf. 閣下如全數接納此供股股份之暫定配額,必須將本文件整份連同以港元繳付上列丙欄所示之全數款項,於二零一二年三月一日(星期四)下午四時正前送交本公司之股份過戶登記處香港分處卓佳登捷時有限公司,地址為香港灣仔皇后大道東28號金鐘匯 中心26樓。 所有款項須以港元繳付,並須以香港持牌銀行之銀行戶口開出之支票或發出之銀行本票支付。所有該等支票或銀行本票須註明抬頭人為「BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED – RIGHTS ISSUE ACCOUNT」, 並須以「只准入抬頭人賬戶」方式劃線開出 。本公司不會就此等繳款發出收據。有關轉讓及分拆之指示載於背頁。
The Underwriting Agreement in respect of the Rights Issue and the Bonus Warrant Issue contains provisions entitling Chung Nam by notice in writing to terminate the obligations of the Underwriters thereunder on the occurrence of certain events including force majeure. These events are set out in the section headed “Termination or Rescission of the Underwriting Agreement” in the Prospectus. If Chung Nam terminates the Underwriting Agreement, the Rights Issue and the Bonus Warrant Issue will not proceed . In addition, the Underwriting Agreement is conditional on, among other things, the conditions set out in the sub-section headed “Conditions Precedent to the Rights Issue, the Bonus Warrant Issue and the Underwriting Agreement” in the letter from the Board contained in the Prospectus being fulfilled or waived as the case may be. If such conditions are not fulfilled or waived as the case may be by 4:00 p.m. on Tuesday, 6 March 2012, or such later date or dates as the Underwriters may agree with the Company in writing, the Underwriting Agreement shall terminate and the Rights Issue and the Bonus Warrant Issue will not proceed.
有關供股及發行紅利認股權證之包銷協議載有條文,中南有權在發生若干事件(包括不可抗力事件)時以書面通知方式終止包銷商根據包銷協議須承擔之責任。該等事件載於供股章程內「終止或撤銷包銷協議」一節。 倘中南終止包銷協議,供股及發行紅 利認股權證將不會進行。 此外,包銷協議須待(其中包括)供股章程內董事會函件「供股、發行紅利認股權證及包銷協議之先決條件」一分節所載之條件達成或獲豁免(視乎情況而定)後,方可作實。 倘若該等條件於二零一二年三月六日(星期二)下午四時 正或之前或包銷商可能與本公司書面協定之較後日期未能達成或不獲豁免(視乎情況而定),則包銷協議將會終止,而供股及發行紅利認股權證亦不會進行。
Consolidated Shares have been dealt in on an ex-rights basis since Friday, 3 February 2012. The Rights Shares in their nil-paid form will be dealt on the Stock Exchange from Monday, 20 February 2012 to Monday, 27 February 2012 (both dates inclusive). If Chung Nam terminates the Underwriting Agreement, or the conditions of the Rights Issue and the Bonus Warrant Issue are not fulfilled or waived as the case may be, the Rights Issue and the Bonus Warrant Issue will not proceed. Any Shareholder or other person contemplating selling or purchasing the Consolidated Shares up to the Latest Time for Termination, which is expected to take place on Tuesday, 6 March 2012, and/or the Rights Shares in their nil-paid form from Monday, 20 February 2012 to Monday, 27 February 2012 who is in any doubt about his/her/its position is recommended to consult his/her/its professional adviser. Any Shareholder or other person contemplating selling or purchasing the Consolidated Shares and/or the Rights Shares in their nil-paid form up to the date on which all conditions to which the Rights Issue and the Bonus Warrant Issue is subject remain unfulfilled, will accordingly bear the risk that the Rights Issue and the Bonus Warrant Issue may not become unconditional and may not proceed.
合併股份已由二零一二年二月三日(星期五)起在聯交所按除權基準買賣。未繳股款供股股份將於二零一二年二月二十日(星期一)至二零一二年二月二十七日(星期一)止期間(包括首尾兩日)在聯交所買賣。倘中南終止包銷協議,或供股及發行紅利認股 權證之條件未能達成或不獲豁免(視乎情況而定),則供股及發行紅利認股權證將不會進行。擬於最後終止時限(預期為二零一二年三月六日(星期二)前買賣合併股份及╱或於二零一二年二月二十日(星期一)至二零一二年二月二十七日(星期一)止期間買 賣未繳股款供股股份之任何股東或其他人士如對其情況有任何疑問,應諮詢本身之專業顧問。任何股東或其他人士倘擬在供股及發行紅利認股權證之所有條件尚未達成前買賣合併股份及╱或未繳股款供股股份,須承擔供股及發行紅利認股權證或許無法 成為無條件及不會進行之風險。
- For identification purpose only
僅供識別
IN THE EVENT OF TRANSFER OF RIGHTS TO SUBSCRIBE FOR RIGHTS SHARE(S), AD VALOREM STAMP DUTY IS PAYABLE ON EACH SALE AND EACH PURCHASE. A GIFT OR TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO AD VALOREM STAMP DUTY. EVIDENCE OF PAYMENT OF AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF ANY TRANSFER OF ENTITLEMENT(S) TO THE RIGHTS SHARE(S) REPRESENTED BY THIS DOCUMENT. 在轉讓供股股份之認購權時,每宗買賣雙方均須繳付從價印花稅。除出售之外,餽贈或轉讓實益權益亦須繳付從價印花稅。在本文件所指之任何供股股份配額轉讓登記前, 須出示已繳付從價印花稅之證明。
Form B 表格乙
FORM OF TRANSFER AND NOMINATION
轉 讓 及 提 名 表 格
(To be completed and signed only by the Qualifying Shareholder(s) who wish(es) to transfer all of its/his/her/their right(s) to subscribe for the Rights Shares comprised herein)
- (僅供有意轉讓彼╱彼等根據本文件所載之供股股份之全部認購權之合資格股東填寫及簽署)
To: The Directors
Beijing Yu Sheng Tang Pharmaceutical Group Limited
- 致: 北京御生堂藥業集團有限公司[*]
列位董事 台照
Dear Sir/Madam,
I/We hereby transfer all my/our rights to subscribe for the Rights Shares comprised in this provisional allotment letter to the person(s) accepting the same and signing the registration application form (Form C) below.
敬啟者:
本人╱吾等謹將本暫定配額通知書所列本人╱吾等認購供股股份之全部權利轉讓予接受此權利並簽署下列登記申請表格(表格丙)之人士。
Signature(s) of Shareholder(s) (all joint Shareholders must sign) 股東簽署(所有聯名股東均須簽署)
Date日期:
2012
Stamp duty of HK$5 and ad valorem stamp duty are payable by the transferor(s) if this form is completed.
填妥此表格後,轉讓人須支付5港元之釐印費與及支付從價印花稅。
Form C REGISTRATION APPLICATION FORM
表格丙
登 記 申 請 表 格
(To be completed and signed only by the person(s) to whom the right(s) to subscribe for the Rights Shares has/have been transferred) (僅供獲轉讓供股股份之認購權之人士填寫及簽署)
To: The Directors
Beijing Yu Sheng Tang Pharmaceutical Group Limited
-
致: 北京御生堂藥業集團有限公司[*]
-
列位董事 台照
Dear Sir/Madam,
I/We request you to register the number of Rights Shares mentioned in Box B of Form A in my/our name(s) and I/we agree to accept the same on the terms set out in this provisional allotment letter and the accompanying Prospectus and subject to the memorandum of association and bye-laws of the Company. 敬啟者:
本人╱吾等謹請 閣下將表格甲中乙欄所列數目之供股股份登記於本人╱吾等名下,而本人╱吾等同意按照本暫定配額通知書及隨附之供股章程所載之條款,並在 貴公司之 公司組織章程大綱及細則之規限下接納此等股份。
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Existing Shareholder(s)
Please mark “X” in the box
現有股東請於欄內填上「X」符號
To be completed in block letters in ENGLISH. Joint applicants should give the address of the first-named applicant only.
請用 英文 正楷填寫。聯名申請人僅須填寫排名首位之申請人之地址。
Name in English Family name or Company name 姓氏或公司名稱 Other names 名字 Name in Chinese
英文姓名 中文姓名
Name continuation
and/or names of
joint applicants
申請人(續)姓名
及╱或聯名申請人姓名
Address in English
(Joint applicant(s)
should give one
address only)
英文地址(聯名申請人
只須提供一個地址)
Occupation Tel. no.
職業 電話號碼
Dividend instructions 派息指示
Name & address Bank account no. 銀行賬戶號碼
of bank
銀行名稱及地址
1. 2. 3. 4.
Signature(s) of applicant(s) (all joint applicants must sign) 申請人簽署(所有聯名申請人均須簽署)
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Date日期:
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Ad valorem stamp duty is payable by the transferee(s) if this form is completed. 填妥此表格後,承讓人須支付從價印花稅。
2012
Names of Chinese applicants must be given both in English and in Chinese characters. 華裔申請人須填寫中英文姓名。
- For identification purpose only 僅供識別
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BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED 北京御生堂藥業集團有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1141)
15 February 2012
Dear Qualifying Shareholder(s),
INTRODUCTION Reference is made to the prospectus (the “Prospectus”) issued by Beijing Yu Sheng Tang Pharmaceutical Group Limited (the “Company”) dated 15 February 2012 in relation to the Rights Issue (with Bonus Warrant Issue). Terms defined in the Prospectus have the same meanings when used herein unless the context indicates otherwise. In accordance with the terms and subject to the conditions set out in the Prospectus, the Directors have provisionally allotted to you the Rights Shares on the basis of five Rights Shares for every one Consolidated Share registered in your name on the register of members of the Company as at the close of business on the Record Date (i.e. Monday, 13 February 2012). Your holding of the Consolidated Shares as at the close of business on the Record Date is set out in Box A of Form A and the number of the Rights Shares provisionally allotted to you is set out in Box B of Form A.
Any Rights Shares provisionally allotted but not accepted will be available for excess applications by the Qualifying Shareholders using the accompanying form of application for excess Rights Shares. The Rights Shares, when issued and fully paid, will rank pari passu in all respects with the Consolidated Shares then in issue, including the right to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment of the Rights Shares in their fully-paid form. PROCEDURES FOR ACCEPTANCE AND PAYMENT To accept all your provisional allotment and entitlements of Rights Shares in full, you must lodge the whole of this provisional allotment letter intact with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, together with a remittance for the full amount payable on acceptance, as set out in Box C of Form A, so as to be received by no later than 4:00 p.m. on Thursday, 1 March 2012. This will constitute acceptance of the provisional allotment and entitlements on the terms of this provisional allotment letter and the Prospectus and subject to the memorandum of association and bye-laws of the Company. All remittances must be made in Hong Kong dollars and cheques must be drawn on a bank account with, or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED – RIGHTS ISSUE ACCOUNT” and crossed “Account Payee Only” . No receipt will be given for such remittances.
It should be noted that unless this provisional allotment letter duly completed, together with the appropriate remittance as shown in Box C of Form A, is received as described above by no later than 4:00 p.m. on Thursday, 1 March 2012, whether by the original allottee or any person in whose favour the rights have been validly transferred, this provisional allotment of Rights Shares and all rights and entitlements hereunder will be deemed to have been declined and will be cancelled. The Company may (at its sole discretion) treat a provisional allotment letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions. The Company may require such incompleted provisional allotment letter to be completed by the relevant applicants at a later stage. Completion and return of this provisional allotment letter will constitute a warranty and representation to the Company that all registration, legal and regulatory requirements of all relevant territories other than Hong Kong in connection with the provisional allotment letter and any acceptance of it have been, or will be, duly complied with. TRANSFER If you wish to transfer all of your rights to subscribe for the Rights Shares provisionally allotted to you hereunder, you must complete and sign the form of transfer and nomination (Form B) and hand this provisional allotment letter to the person(s) to or through whom you are transferring your rights. The transferee(s) must then complete and sign the registration application form (Form C) and lodge this provisional allotment letter intact together with a remittance for the full amount payable on acceptance as set out in Box C of Form A with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, so as to be received by no later than 4:00 p.m. on Thursday, 1 March 2012. All remittances must be in Hong Kong dollars and cheques must be drawn on a bank account with, or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED – RIGHTS ISSUE ACCOUNT” and crossed “Account Payee Only” . It should be noted that stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights. SPLITTING If you wish to accept only part of your provisional allotment or transfer all or part of your provisional allotment to more than one person or transfer only part of your provisional allotment to one person, the original provisional allotment letter must be surrendered and lodged for cancellation by no later than 4:30 p.m. on Wednesday, 22 February 2012 with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, which will cancel the original provisional allotment letter and issue new provisional allotment letters in the denominations required, which will be available for collection at the office of the Company’s branch share registrar and transfer office in Hong Kong after 9:00 a.m. on the second business day after your surrender of the original provisional allotment letter. APPLICATION FOR EXCESS RIGHTS SHARES If you wish to apply for any Rights Shares in addition to those provisionally allotted to you, you should complete and sign the accompanying form of application for excess Rights Shares and lodge it, together with a separate remittance for the amount payable on application in respect of the excess Rights Shares applied for, in accordance with the instructions set out therein with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, so as to be received by no later than 4:00 p.m. on Thursday, 1 March 2012. All remittances must be made in Hong Kong dollars. Cheques must be drawn on a bank account with, or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED – EXCESS APPLICATION ACCOUNT” and crossed “Account Payee Only” . No receipt will be given for such remittances. It should be noted that allotment of excess Rights Shares, if any, will be made at the sole discretion of the Directors and on a sliding scale basis, i.e. applications for a smaller number of Rights Shares are allocated with a higher percentage of successful application but will receive lesser number of Rights Shares, and vice versa, except that the Directors will give preference to applications for less than a board lot of Rights Shares where they appear to the Directors that such applications are made to top up odd lots to whole board lots. CHEQUES AND BANKER’S CASHIER ORDERS All cheques and banker’s cashier orders will be presented for payment immediately upon receipt and all interest earned on such monies will be retained for the benefits of the Company. Completion and return of a provisional allotment letter with a cheque and/or a banker’s cashier order, whether by you or by any nominated transferee, will constitute a warranty by the applicant that the cheque or the banker’s cashier order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any provisional allotment letter in respect of which the accompanying cheque or banker’s cashier order is dishonoured on first presentation, and, in such event, the relevant provisional allotment and all rights and entitlement given pursuant thereto will be deemed to have been declined and will be cancelled. SHARE CERTIFICATES, WARRANT CERTIFICATES AND REFUND CHEQUES It is expected that share certificates for the fully-paid Rights Shares and warrant certificates for the Bonus Warrants will be posted by ordinary post by the Company’s branch share registrar and transfer office in Hong Kong to those entitled thereto at their registered addresses at their own risk on or before Friday, 9 March 2012. You will receive one share certificate for all the Rights Shares and/or excess Rights Shares (if any), both in fully paid form, and one warrant certificate for the Bonus Warrants (if any), issued and allotted to you. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted by ordinary post at your own risk to your registered address on or before Friday, 9 March 2012. TERMINATION OR RESCISSION OF THE UNDERWRITING AGREEMENT
If prior to the Latest Time for Termination:
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(1) in the reasonable opinion of Chung Nam (after prior consultation with Global Wealthy), the success of the Rights Issue and the Bonus Warrant Issue would be materially and adversely affected by: (a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of Chung Nam (after prior consultation with Global Wealthy), materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue and the Bonus Warrant Issue; or
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(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date thereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of Chung Nam (after prior consultation with Global Wealthy), materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue and the Bonus Warrant Issue; or
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(c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or
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(2) any material adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the reasonable opinion of Chung Nam (after prior consultation with Global Wealthy) are likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue and the Bonus Warrant Issue; or
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(3) there is any change in the circumstances of the Company or any member of the Group which in the reasonable opinion of Chung Nam (after prior consultation with Global Wealthy) will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or
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(4) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than ten consecutive Business Days, excluding any suspension in connection with the clearance of the Announcement, or the Prospectus Documents or other announcements or circulars in connection with the Rights Issue and the Bonus Warrant Issue; or
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(5) the circular, prospectus or announcements of the Company (including any amendments or supplements thereto) published since the date of the Underwriting Agreement when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws, Listing Rules, Takeovers Code or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which in the reasonable opinion of Chung Nam (after prior consultation with Global Wealthy) are material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to accept the Rights Issue provisionally allotted to it,
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then, Chung Nam shall (after prior consultation with Global Wealthy) at its reasonable discretion be entitled by notice in writing to the Company (which shall be binding on Global Wealthy), served prior to the Latest Time for Termination, to terminate the Underwriting Agreement. Chung Nam (after prior consultation with Global Wealthy) shall be entitled by notice in writing to the Company to rescind the Underwriting Agreement if prior to the Latest Time for Termination:
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(1) any material breach of any of the representations, warranties or undertakings of the Company contained in the Underwriting Agreement that comes to the knowledge of Chung Nam; or
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(2) any Specified Event comes to the knowledge of Chung Nam, provided that Chung Nam shall have given prior notice of its intention to rescind to Global Wealthy. Any such notice of recission shall be served by Chung Nam to the Company (which shall be binding on Global Wealthy) prior to the Latest Time for Termination.
Upon termination or rescission of the Underwriting Agreement, the Rights Issue and the Bonus Warrant Issue will not proceed, and the obligations of all parties under the Underwriting Agreement shall terminate and no party shall have any claim against any other party save for any antecedent breaches.
OVERSEAS SHAREHOLDERS
The Prospectus Documents have not been and will not be registered and/or filed under any securities or equivalent legislation of any jurisdictions other than the applicable laws in Hong Kong and Bermuda. No action has been taken to permit the Rights Issue (with Bonus Warrant Issue) in any territory outside Hong Kong. No person receiving a PAL or EAF in any territory outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares or excess Rights Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. Subject as referred to below, it is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy himself/herself/itself, before acquiring any rights to subscribe for the provisionally allotted Rights Shares, as to the observance of the laws and regulations of all relevant territories, including the obtaining of any governmental or other consents and to pay any taxes, duties and other amounts required to be paid in such territory in connection therewith. Any acceptance of the offer of the Rights Shares by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been fully complied with. If you are in doubt as to your position, you should consult your own professional advisers. The Company reserves the right to refuse to accept any application for the Rights Shares where it believes that doing so would violate the applicable securities legislation or other laws or regulations of any jurisdiction.
GENERAL
Lodgement of this provisional allotment letter with or, where relevant, the form of transfer and nomination purporting to have been signed by the person(s) in whose favour it has been issued shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive split provisional allotment letters and/or the share certificates for the Rights Shares and/or the warrant certificates for the Bonus Warrant Issue.
This provisional allotment letter and any acceptance of the offer contained herein shall be governed by, and construed in accordance with, the laws of Hong Kong.
Further copies of the Prospectus giving details of the Rights Issue (with Bonus Warrant Issue) are available from the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. All enquiries in connection with this provisional allotment letter should be directed to them at the same address or by phone at (852) 2980 1333.
Yours faithfully, For and on behalf of Beijing Yu Sheng Tang Pharmaceutical Group Limited Suen Cho Hung, Paul Chairman
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