WeRide Inc. — Capital/Financing Update 2001

Dec 17, 2001

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

（遠 東 生 物 制 藥 科 技 有 限 公 司）

(incorporated in the Cayman Islands with limited liability)

EXERCISE OF OPTIONS UNDER THE SUBSCRIPTION AGREEMENT

Further to the Subscription Agreement dated 14th August 2001, the Company and CSFB agreed on 14th December 2001 to amend the Fixed Conversion Price and the Floating Conversion Price for the Tranche 2 Bonds.

The Directors are pleased to announce that the Company has received a written notice from CSFB on 14th December 2001 that CSFB wishes immediately to exercise the option granted by the Company under the Subscription Agreement to require the Company to issue the Additional Tranche 1 Bonds of an aggregate principal amount of US$4,000,000 (equivalent to approximately HK$31,200,000).

The Company has also notified CSFB in writing on the same date that it wishes to exercise the option granted by CSFB under the Subscription Agreement to issue and require CSFB to subscribe and pay for the Tranche 2 Bonds of an aggregate principal amount of US$4,000,000 (equivalent to approximately HK$31,200,000).

The Additional Tranche 1 Bonds and the Tranche 2 Bonds are convertible into new Shares at the option of CSFB at either (i) the Fixed Conversion Price, or (ii) the Floating Conversion Price.

The net proceeds of approximately US$7,680,000 (equivalent to approximately HK$59,904,000) derived from the issuance of the Additional Tranche 1 Bonds and the Tranche 2 Bonds are intended to be used by the Group for research and development, expansion of sales and distribution networks and general working capital purposes.

Reference is made to the announcement of the Company dated 14th August 2001 ("Announcement") in relation to the issuance by the Company of up to an aggregate amount of US$12,000,000 2.5 per cent. unlisted and unsecured redeemable bonds to Credit Suisse First Boston (Hong Kong) Limited ("CSFB"). Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Announcement. For the purpose of this announcement, unless otherwise indicates, conversion of US dollars into HK dollars is calculated at the approximate exchange rate of HK$7.8 to US$1.00. No representation is made that any amounts in US dollars or HK dollars could have been or could be converted at such a rate or at any other rates or at all.

AMENDMENT OF TERMS OF THE SUBSCRIPTION AGREEMENT

Further to the Subscription Agreement dated 14th August 2001, the Company and CSFB agreed on 14th December 2001 to amend the Fixed Conversion Price for the Tranche 2 Bonds to HK$1.91, subject to adjustments. The Floating Conversion Price for the Tranche 2 Bonds was also amended to 91 per cent. of the average of any four consecutive closing prices per Share as selected by CSFB during the 30 consecutive business days immediately prior to the date on which notice of the Company is received by CSFB. The Directors consider the amendments to the Fixed Conversion Price and the Floating Conversion Price for the Tranche 2 Bonds can better reflect the increase in the trading price per Share since the date of the Subscription Agreement. All other terms of the Subscription Agreement will remain unchanged.

EXERCISE OF OPTION BY CSFB AND THE COMPANY UNDER THE SUBSCRIPTION AGREEMENT

The Directors are pleased to announce that the Company has received a written notice from CSFB on 14th December 2001 that CSFB wishes immediately to exercise the option granted by the Company under the Subscription Agreement to require the Company to issue the Additional Tranche 1 Bonds of an aggregate principal amount of US$4,000,000 (equivalent to approximately HK$31,200,000). The Additional Tranche 1 Bonds shall be issued by the Company on 18th December 2001 (or such other date as mutually agreed by the Company and CSFB) and on substantially the same terms as the Original Tranche 1 Bonds save for, among other things, the number of Additional Tranche 1 Bonds and the number of Shares to be issued upon conversion.

The Company has also notified CSFB in writing on the same date that it wishes to exercise the option granted by CSFB under the Subscription Agreement to issue and require CSFB to subscribe and pay for the Tranche 2 Bonds of an aggregate principal amount of US$4,000,000 (equivalent to approximately HK$31,200,000). The Tranche 2 Bonds shall be issued by the Company on or before 7th January 2002 (or such other date as mutually agreed by the Company and CSFB) and on substantially the same terms as the Original Tranche 1 Bonds save for, among other things, the number of Tranche 2 Bonds and the number of Shares to be issued upon conversion.

Pursuant to the Subscription Agreement, the Additional Tranche 1 Bonds and the Tranche 2 Bonds are convertible into new Shares at the option of CSFB at either (i) the Fixed Conversion Price, or (ii) the Floating Conversion Price, subject to the granting by the Stock Exchange of the listing of, and permission to deal in, the Shares to be issued upon conversion, at any time from and including the Additional Tranche 1 Bonds Closing Date (the Tranche 2 Bonds Closing Date in respect of the Tranche 2 Bonds) up to the close of trading on the day falling one week prior to the Maturity Date. Shares which fall to be issued on conversion of the Additional Tranche 1 Bonds and the Tranche 2 Bonds shall rank pari passu in all respects with Shares in issue on the date of issue of such Shares pursuant to the conversion.

ESCROW ARRANGEMENT

An escrow agreement (the "Escrow Agreement") will be entered into between the Company, CSFB and Bermuda Trust (Hong Kong) Limited as escrow agent (the "Escrow Agent") in connection with the arrangement of payment of the subscription funds of the Additional Tranche 1 Bonds and the Tranche 2 Bonds on or before 18th December 2001 (or such other date as mutually agreed between the parties thereto). CSFB will deposit any subscription funds required to an account of the Escrow Agent. The subscription funds will be released by the Escrow Agent to the Company subject to the terms and conditions set out in the Escrow Agreement.

USE OF PROCEEDS

The net proceeds of approximately US$7,680,000 (equivalent to approximately HK$59,904,000) derived from the issuance of the Additional Tranche 1 Bonds and the Tranche 2 Bonds are intended to be used by the Group for research and development, expansion of sales and distribution networks and general working capital purposes. The Company currently has no specific plan as to the use of the net proceeds for other purposes save for those mentioned above.

SHAREHOLDING STRUCTURE

If the maximum possible number of Shares are issued pursuant to the conversion of the Additional Tranche 1 Bonds based on the Fixed Conversion Price of HK$1.645 per Share is exercised in full, 18,966,565 new Shares will be issued, representing approximately 4.89 per cent. and approximately 4.66 per cent. of the existing issued share capital and the enlarged issued share capital of the Company respectively.

If the maximum possible number of Shares are issued pursuant to the conversion of the Tranche 2 Bonds based on the Fixed Conversion Price of HK$1.91 per Share is exercised in full, a further 16,335,079 new Shares will be issued, representing approximately 4.02 per cent. and approximately 3.86 per cent. of the existing issued share capital and the enlarged issued share capital of the Company respectively, taken into account the maximum possible number of 18,966,565 new Shares which will have been issued pursuant to the conversion of the Additional Tranche 1 Bonds.

Great Wall Investment Group Limited ("Great Wall") is currently the single largest shareholder of the Company, holding 249,800,000 Shares, representing approximately 64.42 per cent. of the existing issued share capital of the Company of 387,744,000 Shares. The shareholding of Great Wall in the Company immediately before the conversion of the Additional Tranche 1 Bonds and the Tranche 2 Bonds, immediately after the conversion of the Additional Tranche 1 Bonds but before the conversion of the Tranche 2 Bonds, and immediately after the conversion of the Additional Tranche 1 Bonds and the Tranche 2 Bonds are as follows:

Immediately after

Immediately before the conversion of Immediately after

the conversion of the Additional the conversion of

the Additional Tranche 1 Bonds the Additional

Tranche 1 Bonds but before the Tranche 1

and the Tranche 2 conversion of the Bonds and the

Bonds Tranche 2 Bonds Tranche 2 Bonds

Great Wall 64.42% 61.42% 59.05%

If the maximum number of Shares which may be issued upon full conversion of the Additional Tranche 1 Bonds or the Tranche 2 Bonds to be issued by the Company exceeds the limit under the general mandate granted to the board of Directors during the annual general meeting of the Company held on 29th November 2001, the Company would be obliged to seek its shareholders' approval for the issue of such Shares pursuant to the conversion of the Additional Tranche 1 Bonds or the Tranche 2 Bonds.

By Order of the Board

Far East Pharmaceutical

Technology Company Limited

Cai Chong Zhen

Chairman

Hong Kong, 14th December 2001

Please also refer to the published version of this announcement in the Hong Kong i-Mail.