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SSY Group Limited Capital/Financing Update 2015

Aug 19, 2015

50335_rns_2015-08-19_504af811-a5a1-4ea3-8ee5-48903975ca7a.pdf

Capital/Financing Update

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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 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.

This announcement has been prepared pursuant to, and in order to comply with, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Code on Share Buybacks, and does not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities.

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(formerly known as Lijun International Pharmaceutical (Holding) Co., Ltd. 利君國際醫藥(控股)有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2005)

UNCONDITIONAL CASH OFFER BY

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ON BEHALF OF SSY GROUP LIMITED TO BUY-BACK UP TO 150,000,000 SHARES FOR HK$3.30 IN CASH PER SHARE

References are made to the Offer Document in connection with the Offer and the Whitewash Waiver and the poll results announcement of the Company dated 31 July 2015 and 17 August 2015. Unless otherwise stated, capitalized terms used herein bear the same meanings as those defined in the Offer Document.

After the Offer had become unconditional on 17 August 2015, the Company has received lots of enquiries regarding the procedures for tendering and settlement or any other similar aspect of the Offer. The Company would like to remind the Qualifying Shareholders regarding the following:

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EXPECTED TIMETABLE

Pursuant to the following expected timetable, (i) the last day of dealing in the Shares on a cumentitlement basis is Thursday, 27 August 2015. (ii) dealings in the Shares on an ex-entitlement basis shall commence on Friday, 28 August 2015 and (iii) the Record Date is Monday, 31 August 2015. The timetable set out below is indicative only and may be subject to change. Any changes to the timetable will be announced by the Company.

Offer Period begins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 2 July 2015 Offer became unconditional. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 August 2015

Last day of dealings in the Shares cum-entitlement to the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 August 2015

First day of dealings in the Shares ex-entitlement to the Offer . . . . . . . . . . . Friday, 28 August 2015

Latest time for lodging the Form of Acceptance and latest time for determining Shareholders’ entitlement to participate in the Offer based on the records of the Register (Notes 2 and 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Monday,

31 August 2015

Closing date of the Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 August 2015 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 August 2015

Announcement of the results of the Offer

to be posted on the Stock Exchange’s website . . . . . . . . . . . . . . . . . . . . . . . .7:00 p.m. on Monday,

31 August 2015

Despatch of cheques to the Accepting Shareholders and, if applicable, return of Share certificates for partly unsuccessful Excess Tenders to be made (Note 4) . . . . . . . . .Thursday, 10 September 2015

Notes:

  1. Dealings in the Shares after 27 August 2015 will not be settled under the rules of the Stock Exchange prior to the Record Date.

  2. In order to accept the Offer, Qualifying Shareholders are required to submit to the Registrar the duly completed Form of Acceptance in accordance with the instructions as set out in this Offer Document and on the Form of Acceptance (which instructions form part of the terms and conditions of the Offer) on or before 4:00 p.m. on Monday, 31 August 2015 .

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  1. If your Shares have been lodged with your licensed securities dealer/registered institution in securities/ custodian bank through CCASS, instruct your licensed securities dealer/registered institution in securities/custodian bank to authorise HKSCC Nominees Limited to accept the Offer on your behalf on or before the deadline set by HKSCC Nominees Limited. In order to meet the deadline set by HKSCC Nominees Limited, you should check with your licensed securities dealer/registered institution in securities/custodian bank for the timing on the processing of your instruction, and submit your instruction to your licensed securities dealer/registered institution in securities/custodian bank as required by them If your Shares have been lodged with your investor participant’s account maintained with CCASS, authorise your instruction via the CCASS Phone System or CCASS Internet System on or before the deadline set by HKSCC Nominee Limited.

  2. Remittance for the total amounts due to Accepting Shareholders under the Offer (subject to deduction of seller’s ad valorem stamp duty payable on the Shares bought-back from such Accepting Shareholders) will be made by the Company within 7 Business Days after the close of the Offer.

All references to date and time contained in this Offer Document refer to Hong Kong time and dates.

ENQUIRY HOTLINES

The contact information of the Company and the odd lots matching agent (Guotai Junan Securities (Hong Kong) Limited) is as follows:

  1. Should any Qualifying Shareholder require any assistance in completing the Form of Acceptance or have any enquiries regarding the procedures for tendering and settlement or any other similar aspect of the Offer, the Qualifying Shareholder may contact Mr. Chow Hing Yeung, the company secretary of the Company, at (852) 2688-0869 during the period between 9:00 a.m. and 5:00 p.m. (Hong Kong time) from Mondays to Fridays (other than public holidays) and on the closing day of the Offer (i.e. Monday, 31 August 2015) between 9:00 a.m. and 4:00 p.m. (Hong Kong time) during the period when the Offer is open for acceptance; and

  2. Should any Qualifying Shareholder require any assistance regarding odd lot arrangement, the Qualifying Shareholder should contact Mr. Simon Lou of Guotai Junan Securities (Hong Kong) Limited at (852)2509 7519, whose address is at 27th Floor, Low Block Grand Millennium Plaza, 181 Queen’s Road, Central, Hong Kong, the designated broker appointed by the Company to match sales and purchases of odd lot holdings of Shares in the market for a period of six weeks from the completion of the Offer to enable Shareholders to dispose of their odd lots or to top up their odd lots to whole board lots of 2,000 Shares. Shareholders should note that the matching of odd lots is not guaranteed.

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The full details of the procedures for acceptance has been set out in the Offer Document (in particular, in Appendix I of the Offer Document) and the Form of Acceptance.

Shareholders are advised to read the Offer Document and the Form of Acceptance carefully, including the recommendation from the Independent Board Committee to the Independent Shareholders and the advice of Chanceton to the Independent Board Committee and the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.

Independent Shareholders should also note that their voting decisions on the Ordinary Resolution proposed at the EGM approving the Offer and the Whitewash Waiver shall not affect their decisions as to whether to accept the Offer or not. Shareholders are advised to consult with their professional advisers when in doubt.

By Order of the Board Chow Hing Yeung Company Secretary

Hong Kong 19 August 2015

As at the date of this announcement, the Board comprises Mr. Qu Jiguang, Mr. Wang Xianjun and Mr. Su Xuejun as executive Directors, and Mr. Wang Yibing, Mr. Leung Chong Shun and Mr. Chow Kwok Wai as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

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