SSY Group Limited — Share Issue/Capital Change 2016

Apr 11, 2016

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)

Update ON dISCLOSeaBLe tRaNSaCtION

aCQUISItION OF tHe eNtIRe ISSUed SHaRe CapItaL IN JIaNGSU BOSHeNG YI YONG XIN CaI LIaO CO., Ltd.

COMpLetION OF FURtHeR SUppLeMeNtaL aGReeMeNt FOR ISSUe OF CONSIdeRatION SHaReS

Reference is made to the announcements of the Company dated 1 September 2015, 29 December 2015 and 31 March 2016 (the “Announcements”) in relation to the Acquisition. Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Announcements unless the context otherwise requires.

COMpLetION OF FURtHeR SUppLeMeNtaL aGReeMeNt

The Board is pleased to announce that the Condition Precedent of the Further Supplemental Agreement has been fulfilled and the Completion took place on 11 April 2016 in accordance with the terms and conditions of the Further Supplemental Agreement. Upon the Completion, a total of 28,436,000 Consideration Shares representing approximately 1.00% of the Company’s issued share capital as enlarged by the issue of the Consideration Shares were allotted and issued to the Vendors at the issue price of HK$ 2.429 per Share. The Consideration Shares were allotted and issued pursuant to the General Mandate granted to the Directors at the annual general meeting of the Company held on 15 May 2015.

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eFFeCt ON tHe SHaReHOLdING StRUCtURe OF tHe COMpaNY

The changes in the shareholding structure of the Company immediately before and after the Completion are set out as below:

	Immediately	before	Immediately after	Immediately after
Name of Shareholders	Completion		Completion
	Number of	Approximate	Number of	Approximate
	Shares	%	Shares	%
Mr. Qu Jiguang_(Note 1)_	880,101,000	31.42	880,101,000	31.10
Sichuan Kelun Pharmaceutical
Co., Ltd（四川科倫藥業股份
有限公司）(Note 2)	309,608,000	11.05	309,608,000	10.95
The Vendors	—	—	28,436,000	1.00
Public Shareholders	1,611,464,385	57.53	1,611,464,385	56.95
Total	2,801,173,385	100.00	2,829,609,385	100.00

• Certain percentage figures included above table has been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

Notes:

• (1) 733,856,000 shares were registered in the name of and beneficially owned by China Pharmaceutical Company Limited (“CPCL”) . CPCL is held as to 72.93% by Mr. Qu Jiguang and as to 27.07% by 39 other shareholders. By virtue of Part XV of the SFO, Mr. Qu Jiguang is deemed to be interested in the shares held by CPCL.

• (2) These shares were registered in the name of and beneficially owned by Kelun International Development Co., Ltd ( 科倫國際發展有限公司 ). Kelun International Development Co., Ltd ( 科倫國際發展有限公司 ) is held as to 100% by Sichuan Kelun Pharmaceutical Co., Ltd ( 四川科倫藥業股份有限公司 ).

By Order of the Board Chow Hing Yeung Company Secretary

Hong Kong, 11 April 2016

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.

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