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SSY Group Limited — Capital/Financing Update 2007
May 18, 2007
50335_rns_2007-05-18_1a217fec-4169-4599-90b1-7882803da748.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(Incorporated in Cayman Islands with limited liability)
(Stock Code: 2005)
CLARIFICATION ANNOUNCEMENT
Reference is made to the announcement of Lijun International Pharmaceutical (Holding) Co., Ltd. (the “ Company ”) dated 18 May 2007 (the “ Announcement ”). Terms used herein shall have the same meaning as those defined in the Announcement unless the contexts otherwise specify.
The Board of the Company would like to clarify that due to inadvertent errors, certain information as set out in the Announcement was mistakenly stated and the Board of the Company would like to clarify that:
- Based on an initial Conversion Price of HK$4.15 and assuming full conversion of the Bonds at the initial Conversion Price with a fixed exchange rate of HK$1 = RMB0.98339, the Bonds will be convertible into 39,205,419 Shares (subject to adjustment), representing approximately 13.50% of the issued share capital of the Company as at the date of the Announcement and approximately 11.89% of the enlarged issued share capital of the Company. In the Announcement, in the summary box and in the paragraph headed “Subscription Agreement”, it was mistakenly stated that the Bonds will be convertible into 37,913,831 Shares representing approximately 13.05% of the issued share capital of the Company as at the date of the Announcement and approximately 11.54% of the enlarged issued share capital of the Company.
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- The table summarizing the shareholding structure of the Company as at the date of the Announcement and as a result of conversion of the Bonds (assuming the total number of Shares in issue remain unchanged from the date of the Announcement) in the paragraph headed “Effect on the share capital of the Company as a result of conversion of Bonds” of the Announcement should read as follows:
| Name of Shareholder Controlling Shareholder and its concert parties: Prime United Industries Limited (Notes 1) Success Manage International Limited_(Notes 2) Fame World Investments Limited (Notes 3 & 4) Flying Success Investments Limited (Notes 3 & 5) Bondwide Trading Limited (Notes 3 & 6) _Sub-total Other Shareholders: Grand Ocean Shipping Limited (Notes 7) CPCL_(Note 8) Public Shareholders Bond Holder(Note 9) Others _Sub-total Total |
As at date of this announcement Approximate % of issued share capital of No. of Shares the Company 123,984,000 42.68% 22,344,000 7.69% 2,499,000 0.86% 1,738,000 0.60% 1,197,000 0.41% 151,762,000 52.24% 58,300,000 20.07% 0.00 0.00% 0.00 0.00% 80,438,000 27.69% 138,738,000 47.76% 290,500,000 100.00% |
Assuming the Bonds are fully converted into Shares Assuming the Bonds are (subject to adjustment) fully converted into Shares at the initial Conversion (subject to adjustment) Price of HK$4.15 each at the initial Conversion at a fixed exchange rate Price of HK$4.15 each of HK$1 = RMB0.98339 at a fixed exchange rate and Assuming the Completion of HK$1 = RMB0.98339 of SP Agreement Approximate Approximate % of enlarged % of enlarged issued share issued share capital of capital of No. of Shares the Company No. of Shares the Company 123,984,000 37.60% 123,984,000 28.19% 22,344,000 6.78% 22,344,000 5.08% 2,499,000 0.76% 2,499,000 0.57% 1,738,000 0.53% 1,738,000 0.40% 1,197,000 0.36% 1,197,000 0.27% 151,762,000 46.03% 151,762,000 34.51% 58,300,000 17.68% 58,300,000 13.26% 0.00 0.00% 110,000,000 25.02% 39,205,419 11.89% 39,205,419 8.92% 80,438,000 24.40% 80,438,000 18.29% 177,943,419 53.97% 287,943,419 65.49% 329,705,419 100.00% 439,705,419 100.00% |
Assuming the Bonds are fully converted into Shares Assuming the Bonds are (subject to adjustment) fully converted into Shares at the initial Conversion (subject to adjustment) Price of HK$4.15 each at the initial Conversion at a fixed exchange rate Price of HK$4.15 each of HK$1 = RMB0.98339 at a fixed exchange rate and Assuming the Completion of HK$1 = RMB0.98339 of SP Agreement Approximate Approximate % of enlarged % of enlarged issued share issued share capital of capital of No. of Shares the Company No. of Shares the Company 123,984,000 37.60% 123,984,000 28.19% 22,344,000 6.78% 22,344,000 5.08% 2,499,000 0.76% 2,499,000 0.57% 1,738,000 0.53% 1,738,000 0.40% 1,197,000 0.36% 1,197,000 0.27% 151,762,000 46.03% 151,762,000 34.51% 58,300,000 17.68% 58,300,000 13.26% 0.00 0.00% 110,000,000 25.02% 39,205,419 11.89% 39,205,419 8.92% 80,438,000 24.40% 80,438,000 18.29% 177,943,419 53.97% 287,943,419 65.49% 329,705,419 100.00% 439,705,419 100.00% |
|---|---|---|---|
| 34.51% 13.26% 25.02% 8.92% 18.29% |
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| 65.49% 100.00% |
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Notes:
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(1) Prime United Industries Limited is held as to about 2.43% by Mr. Wu Qin, an executive Director, as to about 2.43% by Mr. Wu Zhihong, an executive Director, as to about 2.41% by Mr. Huang Chao, an executive Director, as to about 4% by Mr. Xie Yunfeng, an executive Director, as to about 4% by Ms. Han Yamei, a member of the management of Xi’an Lijun Pharmaceutical Co., Ltd (西安利君製藥有限責任公司) (“Xi’an Lijun”) and as to about 84.73% by Mr. Wu Qin, Mr. Wu Zhihong, Mr. Huang Chao, Mr. Xie Yunfeng and Ms. Han Yumei who jointly hold such shares on trust for 4,965 individuals who are present and former employees or their respective estates of Xi’an Lijin and Rejoy Group Limited Liability Company (利君集團 有限責任公司 ) (“Rejoy Group”). Mr. Wu Qin, Mr. Wu Zhihong, Mr. Huang Chao and Mr. Xie Yunfeng, the executive Directors, are also directors of the Prime United Industries Limited. Xi’an Lijun is a company established in the PRC with limited liability and wholly-owned by the Company. Rejoy Group is a company established in the PRC with limited liability and 100% owned by Shaanxi Pharmaceutical Company (陜西 省醫藥總公司), a state-owned enterprise under the direct supervision of the Shaanxi Provincial Government.
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(2) Success Manage International Limited is held as to about 37.88% by Mr. Wu Qin, an executive Director, as to about 10.03% by Mr. Wu Zhihong, an executive Director, as to about 10.03% by Mr. Huang Chao, an executive Director, as to about 3.06% by Mr. Xie Yunfeng, an executive Director, as to about 3.06% by Ms. Sun Xinglai, an executive Director, as to about 3.06% by Mr. Zhang Yabin, a member of the management of Xi’an Lijun and as to about 32.87% by Mr. Zhang Yabin on trust for 24 individuals, all of whom are part of the management of Xi’an Lijun.
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(3) Prime United Industries Limited, Fame World Investments Limited, Flying Success Investments Limited and Bondwide Trading Limited were controlling shareholders of the Company as stated in the prospectus of the Company dated 2 December 2005.
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(4) Fame World Investments Limited is owned as to 45% by Mr. Li Peirong, 30% by Mr. Li Pai and 25% by Newtronic Pharmaceuticals & Chemicals Limited (“Newtronic”), all of whom are beneficial shareholders of Xi’an Combel Pharmaceutical Co., Ltd. (西安康拜爾製藥有限公司) (“Xi’an Combel”). Newtronic is held as to 50% by Mr. Shing Ting Chun and 50% by Ms. Cheung Ming Man. Xi’an Combel is a company established in the PRC with limited liability and its entire registered capital is wholly-owned by the beneficial shareholders of Fame World Investments Limited.
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(5) Flying Success Investments Limited is owned as to 80% by Mr. Zhao Lisheng and 20% by Ms. Chan Lok San, all of whom are beneficial owners of Shenzhen Jinhuo Enterprise Co., Ltd. (深圳市金活實業有限公 司 ) (“Shenzhen Jinhuo”). Shenzhen Jinhuo is a company established in the PRC with limited liability and its entire registered capital is wholly-owned by the beneficial shareholders of Flying Success Investments Limited.
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(6) Bondwide Trading Limited is owned as to 92.03% by Mr. Han Zhichao, 6.38% by Mr. Zhao Lisheng, and 1.59% by Ms. Chan Lok San, all of whom are beneficial shareholders of Liaoning Huabang Pharmaceutical Co., Ltd. (遼寧華邦醫藥有限公司 ) (“Liaoning Huabang”) formerly known as Pharmaceutical Sales Department of Northeast Pharmaceutical Group Company (東北製藥集團公司醫藥經營部 )). Liaoning Huabang is a company established in the PRC with limited liability and its entire registered capital is wholly-owned by the beneficial shareholders of Bondwide Trading Limited.
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(7) Grand Ocean Shipping Company Limited, a company incorporated in the Republic of Liberia on 1 November 1996 and engaged in the business of shipping, which in turn is owned as to 50% by Ms. Chen Lin-Dong and 50% by Mr. Xu Ming.
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(8) Upon Completion of the SP Agreement, CPCL will be allotted 110,000,000 ordinary shares of the Company.
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(9) If any of the Bondholders holds more than 10% of the Shares to be issued upon conversion of the Bonds, such Bondholder will not be considered as a public shareholder, but will be considered as a substantial shareholder.
As at the date of this announcement, the Board comprises Wu Qin, Wu Zhihong, Huang Chao, Xie Yunfeng, Sun Xinglai and Wang Xian Jun 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, 21 May 2007
Please also refer to the published version of this announcement in The Standard.
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