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Sinopharm Tech Holdings Limited M&A Activity 2009

Dec 21, 2009

51300_rns_2009-12-21_652ebf6e-3183-428a-b848-3928ead436f2.pdf

M&A Activity

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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.

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APTUS HOLDINGS LIMITED 問博控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8212)

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8156)

VERY SUBSTANTIAL ACQUISITION REGARDING ACQUISITION OF THE ENTIRE EQUITY INTERESTS OF CASDON MANAGEMENT LIMITED

VERY SUBSTANTIAL ACQUISITION REGARDING ACQUISITION OF THE ENTIRE EQUITY INTERESTS OF CASDON MANAGEMENT LIMITED AND

VERY SUBSTANTIAL DISPOSAL REGARDING DISPOSAL OF APTUS HOLDINGS LIMITED BY POTENTIAL DILUTION

DELAY IN DESPATCH OF THE CIRCULAR

Reference is made to the Announcement jointly issued by China Vanguard and Aptus dated 1 December 2009.

DELAY IN DESPATCH OF CIRCULAR

The despatch of the joint circular by China Vanguard and Aptus to the China Vanguard Shareholders and Aptus Shareholders will be postponed due to the fact that time spent on obtaining all the required information on the valuation of the Target Group for the purposes of compiling the joint circular is longer than expected and it takes time to finalise certain information on the Target Group in the joint circular. An application has been made to the Stock Exchange for an extension of time for despatch of the joint circular from 22 December 2009 to 31 December 2009.

Reference is made to the announcement (“Announcement”) jointly issued by China Vanguard and Aptus dated 1 December 2009 in relation to, among other things, the Acquisition and the Disposal. Unless the context requires otherwise, terms used herein shall have the same meaning as those defined in the Announcement.

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POSTPONEMENT OF DESPATCH OF CIRCULAR

Pursuant to Rules 19.38 and 19.48 of the GEM Listing Rules, China Vanguard and Aptus are required to despatch a circular to the China Vanguard Shareholders and Aptus Shareholders respectively within 21 days from the date of the Announcement, that is, on or before 22 December 2009. As time spent on obtaining all the required information on the valuation of the Target Group for the purposes of compiling the joint circular is longer than expected and it takes time to finalise certain information on the Target Group in the joint circular, an application has been made to the Stock Exchange for a waiver from the strict compliance with Rules 19.38 and 19.48 of the GEM Listing Rules for an extension of time for the despatch of the joint circular from 22 December 2009 to 31 December 2009.

By Order of the Board of Aptus Holdings Limited 問博控股有限公司 Fung King Him Daniel Director

By Order of the Board of China Vanguard Group Limited 眾彩科技股份有限公司 Chan Siu Sarah* Director

Hong Kong, 21 December 2009

As at the date of this joint announcement, the Aptus Board comprises three executive directors, being Madam Cheung Kwai Lan, Mr. Chan Ting and Mr. Fung King Him Daniel and four independent non-executive directors, being Mr. Tian He Nian, Mr. Zhang Xiu Fu, Mr. Zou Qi Jun and Mr. To Yan Ming Edmond, and the China Vanguard Board comprises five executive directors being Madam Cheung Kwai Lan, Mr. Chan Tung Mei, Mr. Chan Ting, Ms. Chan Siu Sarah and Mr. Lau Hin Kun; and three independent non-executive directors being Mr. Tian He Nian, Mr. Zhang Xiu Fu and Mr. To Yan Ming Edmond.

This joint announcement, for which the Aptus Directors and China Vanguard Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information which regard to Aptus and China Vanguard. The Aptus Directors and China Vanguard Directors, having made all reasonable enquiries, confirm that, to be best of their knowledge and belief: (i) the information contained in this joint announcement is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this joint announcement misleading; and (iii) all opinions expressed in this joint announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This joint announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the day of its posting and on the websites of Aptus and China Vanguard at www.aptus.com.hk and www.cvg.com.hk, respectively.

  • for identification purposes only

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