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SSY Group Limited — Capital/Financing Update 2005
Dec 2, 2005
50335_rns_2005-12-02_a9972171-38ab-49ae-90c4-9d8d0c182c6d.pdf
Capital/Financing Update
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This announcement is for information purposes only and does not constitute an invitation or offer nor is it calculated to invite offers to acquire, purchase or subscribe for securities.
The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this 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 announcement.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the prospectus (the “Prospectus”) of Lijun International Pharmaceutical (Holding) Co., Ltd. (the “Company”) dated 2 December 2005.
In connection with the Share Offer, the Lead Manager may, but is not obliged to, exercise the Over-allotment Option (for itself and on behalf of the Placing Underwriters) to cover any excess demand or over-allocations in the Placing. Pursuant to the exercise of the Over-allotment Option granted to the Lead Manager by the Company and exerciseable by the Lead Manager, up to an aggregate of 10,500,000 additional new Shares, equivalent to 15% of the number of Offer Shares initially being offered under the Share Offer, may be issued at the Offer Price to cover overallocations in the Placing, at any time prior to the date falling 30 days after the last day for lodging applications under the Public Offer.
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LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING AND PUBLIC OFFER
Number of Offer Shares : 70,000,000 Shares (subject to the Over-allotment Option) Number of Placing Shares : 63,000,000 Shares (subject to Over-allotment Option and re-allocation) Number of Public Offer Shares : 7,000,000 Shares (subject to re-allocation) Offer Price : Not more than HK$2.20 per Offer Share, payable in full on application and subject to refund and expected to be not less than HK$1.98 per Offer Share Nominal value : HK$0.10 per Share Stock code : 2005
Global Coordinator, Sole Bookrunner and Lead Manager
Guotai Junan Securities (Hong Kong) Limited
Sponsor
卓越企業融資有限公司
Application has been made to the Listing Committee for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus and the application forms relating thereto, and any Shares which may be issued upon the exercise of the Over-allotment Option or any options which may be granted under the Share Option Scheme. Subject to the granting of the listing of, and permission to deal in, the Shares on the Main Board, as well as compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or such other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
The Share Offer of an aggregate of 70,000,000 Offer Shares comprises an offer for subscription of initially 7,000,000 Public Offer Shares, representing 10% of the Offer Shares initially available under the Share Offer, to be offered to the public in Hong Kong and a conditional placing of initially 63,000,000 Placing Shares, representing 90% of the Offer Shares, by the Underwriters with professional, institutional and individual
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investors. Investors may apply for the Offer Shares under the Public Offer or indicate an interest for Offer Shares under the Placing, but may not do both. Investors may only receive an allocation of Shares under either the Placing or the Public Offer, but not both. The Company has granted to the Lead Manager the Over-allotment Option which is exercisable by the Lead Manager, for itself and on behalf of the Placing Underwriters, at any time prior to the date falling 30 days after the last day for lodging applications under the Public Offer, to require the Company to allot and issue at the Offer Price up to an aggregate of 10,500,000 additional new Shares solely to cover any excess demand or over-allocations in the Placing. Up to a maximum of 700,000 Shares, representing 10% of the Public Offer Shares, are available for subscription by full-time employees of the Group (excluding the Directors, chief executive of the Company or the existing beneficial owner(s) of the Shares and any of their respective associates) on a preferential basis.
For allocation purposes only, the number of the Public Offer Shares initially available for subscription under the Public Offer, after deducting 700,000 Offer Shares which will be available for subscription by eligible full-time employees of the Group (excluding the Directors, the Company’s chief executive or existing beneficial owners of the Shares or any of their respective associates) on PINK application forms, will be divided equally into two pools: pool A and pool B. The Public Offer Shares in pool A will be allocated on an equitable basis only to applicants who have validly applied for Public Offer Shares with an aggregate subscription price of HK$5 million (excluding brokerage, SFC transaction levy and Stock Exchange trading fee payable thereon) or less. The Public Offer Shares in pool B will be allocated on an equitable basis only to applicants who have validly applied for Public Offer Shares with an aggregate subscription price of more than HK$5 million (excluding brokerage, SFC transaction levy and Stock Exchange trading fee payable thereon) and up to the total initial value of pool B. Applicants should be aware that applications within the same pool, and as well as between different pools, are likely to receive different allocation ratios. If Public Offer Shares in one (but not both) of the pools are undersubscribed, the unsubscribed Public Offer Shares will be transferred to the other pool to satisfy demand in that pool and be allocated accordingly. Applicants can only apply to receive an allocation of Public Offer Shares from either pool A or pool B but not from both pools.
Multiple or suspected multiple applications will be rejected. No application will be accepted from applicants applying for more than the total number of the Public Offer Shares. In addition, each applicant for the Public Offer Shares under the Public Offer is required to undertake and confirm in the application form submitted by him/her/it that he/she/it and any person(s) for whose benefit he/she/it is making the application has not received or been placed or allocated (including conditionally and/or provisionally) any Shares under the Placing. Applicants should note that if such undertaking and/or confirmation given by an applicant is breached and/or is untrue (as the case may be), his/her/its application under the Public Offer is liable to be rejected.
The Public Offer is subject to the fulfillment of the conditions stated in the paragraph headed “Conditions of the Share Offer” under the section headed “Structure of the Share Offer” of the Prospectus. If the conditions are not fulfilled or waived prior to the times and dates specified, all application monies received from applicants under the Public Offer will be refunded, without interest, to them on the terms set out under the section headed “Refund of your application money” in the application forms. The allocation of the Offer Shares between the Placing and the Public Offer is also subject to adjustments as stated in the paragraph headed “Adjustment of Offer Shares between the Placing and the Public Offer” under the section headed “Structure of the Share Offer” of the Prospectus. If you have applied for 500,000 Shares or more and have indicated on your application form that you will collect your share certificate(s) and/or refund cheque (if any), you may collect them in person from: the Kwun Tong office of Computershare Hong Kong Investor Services Limited at 3/F., Futura Plaza, 111-113 How Ming Street, Kwun Tong, Hong Kong between 9:00 a.m. and 1:00 p.m. on the date notified by the Company in the newspapers at the date of despatch of share certificates and/or refund cheque, which is expected to be 16 December 2005.
You must show identification documents acceptable to Computershare Hong Kong Insevtor Services Limited to collect your share certificate(s) and/or refund cheque (if any).
If you do not collect your share certificate(s) and/or refund cheque (if any), they will be sent to the address on your application form shortly after the expiry of the time specified for collection on the date of despatch, by ordinary post and at your own risk.
If you have not indicated on your application form that you will collect your share certificate(s) and refund cheque (if any), your certificate(s) and/or refund cheque (if any) will be sent to the address on your application form on the date of despatch, by ordinary post and at your own risk.
The Lead Manager (on behalf of the Underwriters) may, with the consent of the Company, reduce the indicative Offer Price range below that stated in the Prospectus (which is HK$1.98 to HK$2.20 per Share) at any time prior to the morning of the last day for lodging applications under the Public Offer. In such a case, a notice of the reduction in the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) no later than the morning of the last day for lodging applications under the Public Offer. If applications for Public Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Public Offer, then even if the indicative Offer Price range is so reduced, such applications cannot be subsequently withdrawn. If, for any reason, the Offer Price is not agreed amongst the Company and the Lead Manager (on behalf of the Underwriters) by 5:00 p.m. on 9 December 2005, the Share Offer will not proceed and will lapse.
Applications for Public Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus and the application forms relating thereto. Applicants who would like to apply for the Public Offer Shares to be issued in their own names should complete and sign the WHITE application forms. Applicants who would like to apply for the Public Offer Shares to be issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS investor participant stock accounts or the stock accounts of their designated CCASS participants maintained in CCASS should complete and sign the YELLOW application forms. Copies of the YELLOW application forms, together with the Prospectus, may be obtained during normal business hours from 9:00 a.m. on 2 December 2005 to 12:00 noon on 7 December 2005 at the depository counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong or the Customer Service Centre of HKSCC at Upper Ground Floor, V-Heun Building, 128-140 Queen’s Road Central, Hong Kong or stockbroker may have copies of the Prospectus and YELLOW application forms available.
Copies of the WHITE application forms, together with the Prospectus, are available during normal business hours in the same period from:
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VXL Financial Services Limited , Unit 3214, 32nd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong;
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Guotai Junan Securities (Hong Kong) Limited , 27/F., Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong;
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China Merchants Securities (HK) Co., Ltd. , 48/F, One Exchange Square, Central, Hong Kong;
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Core Pacific – Yamaichi International (H.K.) Limited , 36/F Cosco Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong;
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South China Securities Limited , 28/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong;
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Tokai Tokyo Securities (Asia) Limited , 1704, One Exchange Square, 8 Connaught Place, Central, Hong Kong;
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Worldwide Finance (Securities) Limited , 16th Floor, Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong.
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or any of the following branches of Standard Chartered Bank (Hong Kong) Limited:
Hong Kong Island Central Branch Shop No 16, G/F & LG/F, New World Tower, 16-18 Queen’s Road, Central DVR Branch Standard Chartered Bank Building, 4-4A Des Voeux Road, Central 88 DVR Branch 88 Des Voeux Road Central Leighton Centre Branch Shop 12-16, UG/F Leighton Centre, 77 Leighton Road, Causeway Bay Hennessy Road Branch 399 Hennessy Road, Wanchai Quarry Bay Branch G/F, Westlands Gardens, 1027 King's Road, Quarry Bay Kowloon Kwun Tong Branch 88-90 Fu Yan Street, Kwun Tong Mongkok Branch Shop B, G/F, 1/F & 2/F, 617-623 Nathan Road, Mongkok Tsimshatsui Branch 10 Granville Road, Tsimshatsui Cheung Sha Wan Branch 828 Cheung Sha Wan Road, Cheung Sha Wan New Territories Tsuen Wan Branch Shop C G/F & 1/F, Jade Plaza, no. 298 Sha Tsui Road, Tsuen Wan
Completed WHITE and YELLOW application forms, to which cheques or banker’s cashier orders should be securely stapled, should be deposited in the special collection boxes provided at any of the branches of Standard Chartered Bank (Hong Kong) Limited referred to above on the following dates during the following times:
| ing times: | |||||||
|---|---|---|---|---|---|---|---|
| Friday, | 2 | December | 2005 | – | 9:00 | a.m. to | 4:00 p.m. |
| Saturday, | 3 | December | 2005 | – | 9:00 | a.m. to | 12:00 noon |
| Monday, | 5 | December | 2005 | – | 9:00 | a.m. to | 4:00 p.m. |
| Tuesday, | 6 | December | 2005 | – | 9:00 | a.m. to | 4:00 p.m. |
| Wednesday, | 7 | December | 2005 | – | 9:00 | a.m. to | 12:00 noon |
Subject to the terms and conditions set out in the Prospectus and the application forms relating thereto, completed WHITE and YELLOW application forms (to which cheques or banker’s cashier orders should be securely stapled) must be received by Standard Chartered Bank by no later than 12:00 noon on 7 December 2005 (or such later date as may apply in case of a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning being in force in Hong Kong as described in the section headed “How to Apply for the Public Offer Shares” in the Prospectus).
Copies of the Prospectus, together with the PINK application forms, are available to the eligible full-time employees of the Group. The PINK application forms, completed in accordance with the instructions printed thereon and accompanied by the appropriate remittance cheques or banker’s cashier orders, must be returned to the Company at Office 1606, 16th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Hong Kong by 4:00 p.m. on 6 December 2005.
The Company will not issue temporary documents of title or evidence of title or any receipt for application monies received.
It is expected that the announcement of the Offer Price, the level of indication of interests in the Placing and the results of applications for and basis of allocation of the Public Offer Shares will be published on 12 December 2005 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese). The date of despatch of share certificates and/or, if any, refund cheques is expected to be 16 December 2005. Details of the procedures regarding the collection/posting of share certificates and/or refund cheques are set out in the paragraph headed “Collection/posting of share certificates/refund cheques and deposit of share certificates into CCASS” under the section headed “How to apply for the Public Offer Shares” of the Prospectus and in the paragraph headed “If your application for Public Offer Shares is successful (in whole or in part)” of the application forms.
Dealings in the Shares on the Stock Exchange are expected to commence at 9:30 a.m. on 20 December 2005.
As at the date of this announcement, the Board comprises Wu Qin, Wu Zhihong, Huang Chao, Xie Yunfeng and Sun Xinglai as executive Directors, Liu Zhiyong as non-executive Director and Qu Jiguang, Leung Chong Shun and Chow Kwok Wai as independent non-executive Directors.
By order of the Board Lijun International Pharmaceutical (Holding) Co., Ltd. Wu Qin Chairman
Hong Kong, 2 December 2005
“Please also refer to the published version of this announcement in South China Morning Post.”
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