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SSY Group Limited Share Issue/Capital Change 2014

Jun 24, 2014

50335_rns_2014-06-24_46724d03-d8c9-4b08-a81e-b809511b4351.pdf

Share Issue/Capital Change

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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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2005)

EXERCISE OF SHARE OPTIONS

Background

Pursuant to the Old Share Option Scheme, the Company granted 20,000,000 Share Options to Mr. Qu Jiguang to subscribe for an aggregate of 20,000,000 Shares at an exercise price of HK$1.78 per Share (being adjusted to 24,000,000 Share Options at an exercise price of HK$1.483 as a result of the Bonus Issue on 16 October 2012) on 3 May 2012, exercisable from 3 May 2012 to 2 May 2015.

Details of the exercise of Share Options

On 24 June 2014, the Mr. Qu Jiguang exercised all the above-mentioned 24,000,000 Share Options granted to him.

The 24,000,000 Option Shares representing (i) about 0.82% of the Company’s existing total issued share capital of 2,929,925,385 Shares; and (ii) about 0.81% of the total issued share capital of the Company as enlarged by the issue of the Option Shares i.e. 2,953,925,385. The exercise price of the Share Options is HK$1.483 per Option Share, representing (i) a discount of approximately 50.40% to the closing price of HK$2.99 per Share as quoted on the Stock Exchange on the last trading day before the allotment and issue i.e. 23 June 2014; and (ii) a discount of approximately 50.00% to the average closing price of HK$2.966 per Share as quoted on the Stock Exchange for the last five trading days ended on and including 23 June 2014.

The Option Shares rank pari passu in all respects with the existing issued Shares. The Listing Committee of the Stock Exchange has granted the listing of and permission to deal in the Option Shares in October 2005 at the time when the Shares were allowed to be listed and dealt with on the Main Board of the Stock Exchange.

After the aforesaid exercise of the Share Options, Mr. Qu Jiguang holds 136,600,000 Shares directly under his name and together with 721,710,000 Shares holds by CPCL (Note) in aggregate holds a total of 858,310,000 Shares which represents approximately 29.06% of the total issued share capital of the Company as enlarged by the issue of the Option Shares.

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Note: Mr. Qu Jiguang is an executive Director. By virtue of Part XV of the SFO, Mr. Qu Jiguang is deemed to be interested in the 721,710,000 Shares held by CPCL. CPCL is held as to 72.93% by Mr. Qu Jiguang and as to 27.07% by 39 other shareholders.

Use of proceeds

The net proceeds to the Company from the allotment and issue of the Option Shares is approximately HK$35,600,000 and will be used as general working capital for the Group.

General

After the aforesaid exercise of the Share Options, the Company has 24,000,000 Share Options which are still outstanding as at the date of this announcement.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

  • “Board” the board of Directors “CPCL” China Pharmaceutical Company Limited, a company incorporated in Samoa with limited liability, a substantial shareholder of the Company

  • “Company” Lijun International Pharmaceutical (Holding) Co., Ltd. (stock code: 2005), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

  • “Director(s)” director(s) of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Option Shares” the Shares allotted and issued by the Company upon the exercise of the Share Options

  • “SFO” Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

  • “Share(s)” ordinary share(s) of HK$0.02 each in the share capital of the Company

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“Share Options” the share options granted by the Company under the Old Share Option Scheme in May 2012

“Old Share Option a share option scheme approved by a written resolution of all Scheme” shareholders of the Company on 16 October 2005 “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

By Order of the Board Chan Ka Kit Company Secretary

Hong Kong, 24 June 2014

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

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