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WeRide Inc. Board/Management Information 2004

Aug 26, 2004

49472_rns_2004-08-26_310589d5-3385-4057-b5af-e9e4a2241d87.pdf

Board/Management Information

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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.

FAR EAST PHARMACEUTICAL TECHNOLOGY COMPANY LIMITED

(Incorporated in Cayman Islands with limited liability) (Stock code: 399)

ANNOUNCEMENT

Reference is made to the announcement made by the Stock Exchange on 17 June 2004 and the announcements made by the Company on 21 June 2004 and 2 August 2004. Trading in the Shares was suspended at 3:56 p.m. on 17 June 2004 at the direction of the Stock Exchange due to (i) the abnormal price fluctuation and trading volume transacted during that day and (ii) the fact that the authorized representatives of the Company could not be contacted for clarification of the unusual movement of price and trading volume of the Shares.

As at the date of this announcement, the Company has four executive Directors, namely Mr. Cai Chong Zhen, Mr. Chen Ching Ken, Mr. Cai Chong Yi, and Mr. Hung Chen, Richael, and one independent non-executive Director, namely Ms. Hu Ling Po. The Company also appointed Ms. Choi Yik Ling, Kathy as the financial controller and the company secretary of the Company with effect from 16 August 2004. .

Regarding the Syndicated Bank Loan, a commitment fee of US$23,645.83 and an interest payment of US$480,724.90 were due on 10 August 2004 and 19 August 2004 respectively. The Company settled the commitment fee on 10 August 2004, but the Lending Banks have not agreed to the Company’s request for settlement of the interest payment that fell due on 19 August 2004 from funds of the Company with one of the Lending Banks. They agreed that the funds may be used to prepay part of the principal amount of the Syndicated Bank Loan. As a result, the Company did not settle the interest payment that fell due on 19 August 2004 and was notified by the Lending Banks that a penalty interest rate is being charged on the interest of US$480,724.90. The Company has not admitted liability for penalty interest.

An event of default has occurred in respect of the Syndicated Bank Loan. As a result, the Lending Banks became able to demand immediate repayment of the Syndicated Bank Loan but they have not yet done so, and the Company is in discussions with them about the Syndicated Bank Loan. The new management of the Company is seeking to ascertain the financial position of the Company and what might be the effect in the event that the Lending Banks have the right to accelerate the Syndicated Bank Loan and do so.

The Board has appointed Baron Capital as the financial adviser to the Company on 29 July 2004 for a period of one year. Baron Capital will advise the Board on, among other things, matters relating to the resumption of trading of the Shares.

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FAR EAST PHARMACEUTICAL TECHNOLOGY COMPANY LIMITED – ANNOUNCEMENT

25 August 2004

The Company has appointed Deloitte as the reporting accountant on 20 July 2004 at the request of the Lending Banks to carry out an independent financial review on the Group. Appropriate disclosure of the findings of the independent financial review will be made by the Company if and when it is available to the Company.

The Company intends to change its auditor as it intends to appoint an independent accountancy firm to review the financial position of the Company and audit the results of the Group for the year ended 30 June 2004 as soon as practicable.

The Company is still gathering information in relation to the reasons for the unusual movement of price and trading volume on 17 June 2004, the financial position of the Company, the Syndicated Bank Loan, the annual results, and its progress in the resumption of trading of the Shares. The Company will release the abovementioned information and other relevant pricesensitive information to the public as soon as practicable. Trading of the Shares will remain suspended until further notice.

I. BACKGROUND

Reference is made to the announcement made by the Stock Exchange on 17 June 2004 and the announcements made by the Company on 21 June 2004 and 2 August 2004. Trading of the Shares was suspended at 3:56 p.m. on 17 June 2004 at the direction of the Stock Exchange due to (i) the abnormal price fluctuation and trading volume transacted during that day and (ii) the fact that the authorized representatives of the Company could not be contacted for clarification of the unusual movement of price and trading volume of the Shares.

II. CHANGES IN DIRECTORSHIP AND SENIOR MANAGEMENT

As stated in the Company’s announcement dated 2 August 2004, Mr. Yu Er Feng resigned as independent non-executive Director with effect from 26 June 2004 due to health reasons. Mr. Chen Wei and Ms. Shen Ye resigned as executive Directors with effect from 30 July 2004 due to personal reasons. Mr. Hung Chen, Richael was appointed as an executive Director and the managing director of the Group with effect from 30 July 2004. Mr. Hung is the beneficial owner of 17,924,000 Shares, which is equivalent to approximately 0.82% of the Company’s issued share capital. Save for his directorship in the Company, Mr. Hung is independent of and not connected with the Directors, chief executive and substantial Shareholder of the Company or its subsidiaries or an associate of any of them. Further information on Mr. Hung is contained in the announcement of the Company dated 2 August 2004.

Mr. Tan Mu Lin and Ms. Zheng Zi were appointed as independent non-executive Directors on 26 June 2004. According to information provided by him, Mr. Tan, aged 34, is a practicing lawyer in the PRC. He is also the legal adviser to the Fujian Securities Industry Association (福建証券業協會 ).

According to information provided by her, Ms. Zheng, aged 44, is an accountant in the PRC. Ms. Zheng has 14 years of experience in accounting. Between 1993 and 2003, Ms. Zheng was the chief accountant of Fuzhou Changle International Airport Water and Power Company (福州長樂國際機場水電公司).

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FAR EAST PHARMACEUTICAL TECHNOLOGY COMPANY LIMITED – ANNOUNCEMENT

25 August 2004

Mr. Tan and Ms. Zheng confirmed that (i) they did not beneficially hold any Shares as at the date of their appointment; (ii) the tenure of their service contracts are to be decided by the Board; (iii) they are not and have not been connected with the Directors, the chief executive, senior management, or the substantial shareholder of the Company within the past three years prior to the date of their appointment; and (iv) they are not directors of any companies listed on the Stock Exchange. Both Mr. Tan and Ms. Zheng did not receive and will not receive any compensation for their role as independent non-executive Directors.

Both Mr. Tan and Ms. Zheng resigned as independent non-executive Directors with effect from 28 July 2004 due to personal reasons. Mr. Tan and Ms. Zheng have confirmed that there are no disagreements with the Board and there are no matters relating to their resignation that need to be brought to the attention of the Shareholders or creditors of the Company or the Stock Exchange.

As at the date of the announcement, the Company has four executive Directors, namely Mr. Cai Chong Zhen, Mr. Chen Ching Kon, Mr. Cai Chong Yi, and Mr. Hung Chen, Richael, and one independent non-executive Director, namely Ms. Hu Ling Po.

The Company is actively seeking qualified individuals to fill the positions of independent non-executive Directors, as well as senior management positions and will announce their appointments as soon as practicable.

The Company announced on 21 June 2004 that Mr. Tso Ming Sing, Barton has tendered his resignation as executive Director due to personal reasons with effect from 18 June 2004 while remaining as the general manager of the Company. Mr. Tso subsequently resigned as the general manager with effect from 30 July 2004 due to health reasons. Mr. Tso confirmed that there are no disagreements with the Board and there are no matters relating to his resignation that need to be brought to the attention of the Shareholders or creditors of the Company or the Stock Exchange. Mr. Leung Po Hon also tendered his resignation as company secretary on 10 May 2004 with immediate effect due to personal reasons.

The Company appointed Ms. Choi Yik Ling, Kathy as the financial controller and the company secretary of the Company with effect from 16 August 2004. Ms Choi graduated with a bachelor degree of economics (accounting) from Macquarie University, Australia. She is a member of the Australian Society of Certified Practising Accountants and an Associate Member of Hong Kong Institute of Certified Public Accountants (previously known as the Hong Kong Society of Accountants). Ms. Choi has over 10 years’ experience in the accounting field.

III. CHANGE OF AUTHORIZED REPRESENTATIVES

The Company has appointed Mr. Hung and Ms. Choi as the authorized representatives of the Company with effect from 10 August 2004 and 16 August 2004 respectively.

IV. APPOINTMENT OF FINANCIAL ADVISER

The Board appointed Baron Capital as the financial adviser to the Company on 29 July 2004 for a period of one year. Baron Capital will advise the Board on matters relating to the appointment of directors and senior management, the appointment of auditor and other professionals, the Syndicated Bank Loan, and the resumption of trading of the Shares, etc.

3 FAR EAST PHARMACEUTICAL TECHNOLOGY COMPANY LIMITED – ANNOUNCEMENT

25 August 2004

The compensation package for Baron Capital includes a financial advisory fee, payable in cash, and certain new shares of the Company, representing approximately 9.8% of the enlarged issued share capital of the Company. The issue of the new shares will be subject to the grant of listing permission by the Stock Exchange. If the application for listing approval is not approved by the Stock Exchange within six months from the date of application, Baron Capital has the right to request the Company to pay in lieu of the New Shares, an amount equivalent to 9.8% of the Company’s latest audited net asset value in cash. The fee payable to Baron Capital does not include any fees payable for other professional advisers, such as independent financial advisers, legal advisers, auditors, and valuers, if any. Baron Capital has the right to appoint other professionals in the process of carrying out this assignment as and when required.

V. APPOINTMENT OF REPORTING ACCOUNTANT

The Company has appointed Deloitte as the reporting accountant on 20 July 2004 at the request of the Lending Banks to carry out an independent financial review on the Group, with the aim to review the current situation of the Group. Deloitte will submit its findings directly to the Lending Banks. Appropriate disclosure of the findings of the independent financial review will be made by the Company if and when it is available to the Company. The Company has provided cashflow information, bank statements, and management accounts as at 31 May 2004 to Deloitte for review.

VI. SYNDICATED BANK LOAN

A commitment fee of US$23,645.83 and an interest payment of US$480,724.90 were due on 10 August 2004 and 19 August 2004 respectively in respect of the Syndicated Bank Loan. The Company has settled the commitment fee on 10 August 2004. The Company had requested the Lending Banks to apply the deposit of approximately US$18.4 million held in the account with one of the Lending Banks towards interest payment and the balance towards principal prepayment. However, the Lending Banks did not agree to the Company’s request for settlement of the interest payment that fell due on 19 August 2004 from funds of the Company with one of the Lending Banks. They agreed that the funds may be used to prepay part of the principal amount of the Syndicated Bank Loan. As a result, the Company did not settle the interest payment that fell due on 19 August 2004 and was notified by the Lending Banks that a penalty interest rate is being charged on the interest of US$480,724.90. The Company is considering its position on the interest payment and has not admitted liability for penalty interest.

An event of default has occurred in respect of the Syndicated Bank Loan because trading in the Shares was suspended by the Stock Exchange and the suspension continued for more than 20 consecutive trading days. As a result, the Lending Banks became able to demand immediate repayment of the Syndicated Bank Loan but they have not yet done so, and the Company is in discussions with them about the Syndicated Bank Loan. There may or may not be other events that would constitute events of default under the Syndicated Bank Loan. The new management of the Company is seeking to ascertain the financial position of the Company and what might be the effect in the event that Lending Banks have the right to accelerate the Syndicated Bank Loan and do so.

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25 August 2004

VII. ANNUAL RESULT

The Company intends to change its auditor as it intends to appoint an independent accountancy firm to review the financial position of the Company and audit the results of the Group for the year ended 30 June 2004 as soon as practicable.

VIII. CHANGE OF PRINCIPAL PLACE OF BUSINESS

With effect from 17 August 2004, the principal place of business of the Company has been moved to the following address:

Room 2705, 27/F, Great Eagle Center, 23 Harbour Road, Wanchai, Hong Kong

All mail and correspondence to the Company should be directed to the above new address. The new telephone number is 2519-3098, and the new fax number is 2159-6629.

IX. GENERAL INFORMATION

The Company is still gathering information in relation to the reasons for the unusual movement of price and trading volume on 17 June 2004, the financial position of the Company, the Syndicated Bank Loan, the annual results, and its progress in the resumption of trading of the Shares. The Company will release the abovementioned information and other relevant pricesensitive information to the public as soon as practicable. Trading of the Shares will remain suspended until further notice.

As at the date of this announcement, the Company has four executive directors, namely Mr. Cai Chong Zhen, Mr. Chen Ching Ken, Mr. Cai Chong Yi, and Mr. Hung Chen, Richael, and one independent non-executive director, namely Ms. Hu Ling Po.

X. DEFINITIONS

“associate”

as defined under the Listing Rules

“Baron Capital” Baron Capital Limited, a licensed corporation under the Securities and Futures Ordinance to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) activities

“Board” the board of directors of the Company

“Company” Far East Pharmaceutical Technology Company Limited

“Deloitte” Deloitte Touche Tohmatsu “Director(s)” the director(s) of the Company “Group” the Company together with its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Lending Banks” the lending banks in relation to the Syndicated Bank Loan

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FAR EAST PHARMACEUTICAL TECHNOLOGY COMPANY LIMITED – ANNOUNCEMENT

25 August 2004

“Listing Rules” the Rules governing the Listing of Securities on the Stock Exchange “Mr. Cai” Mr. Cai Chong Zhen “Mr. Hung” Mr. Hung Chen, Richael “Mr. Tan” Mr. Tan Mu Lin “Mr. Tso” Mr. Tso Ming Sing, Barton “Ms. Zheng” Ms. Zheng Zi “ Ms. Choi” Ms Choi Yik Ling, Kathy “New Shares” approximately 9.8% of the Company’s enlarged issued share capital, which is part of the compensation package for Baron Capital “PRC” the People’s Republic of China “Shares” the shares of the Company “Shareholders” holders of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Syndicated Bank Loan” a US$80 million facility arrangement provided by the Lending Banks to the Company in an agreement dated 10 May 2004

By order of the board of Far East Pharmaceutical Technology Company Limited Hung Chen, Richael Managing Director

Hong Kong, 25 August 2004

Please also refer to the published version of this announcement in China Daily.

6 FAR EAST PHARMACEUTICAL TECHNOLOGY COMPANY LIMITED – ANNOUNCEMENT

25 August 2004