WeRide Inc. — Share Issue/Capital Change 2001

Mar 8, 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)

PLACING OF EXISTING SHARES

AND

SUBSCRIPTION OF NEW SHARES AND INVESTMENT

Placing Agent

Guotai Junan Securities (Hong Kong) Limited

The Company announces that the Placing Agent has agreed to place 15,000,000 existing Shares (together with an Over-allotment Option of an additional 5,000,000 existing shares) beneficially owned by the Vendor to independent investors at a price of HK$1.00 per Share. On completion of the Placing, the Vendor will subscribe for 15,000,000 new Shares and any other new Shares equivalent to the additional number of Shares to be placed upon the exercise of the Over-allotment Option at a price of HK$1.00 per Share.

The Placing is fully underwritten by the Placing Agent.

The net proceeds of the Subscription are expected to amount to approximately HK$14.3 million without taking into account the exercise of the Over-allotment Option and if the Over-allotment Option is exercised in full, the net proceeds of the Subscription are expected to amount to approximately HK$19.2 million. The net proceeds will be used mainly as investment in Minqing (福建閩清製藥廠) and general working capital for the Group. The Company entered into an agreement with Fujian Economics and Technology Development Service Center (福建省經濟技術開發服務中心) on 7th March 2001 to obtain 85% interest in Minqing at a consideration of approximately HK$9,688,000.

The Subscription is subject to certain conditions which include the approval of the listing of and dealing in the new Shares to be issued pursuant to the Subscription from Stock Exchange.

A. PLACING

Date: Placing and Subscription Agreement dated 7th March, 2001

Vendor: The Vendor, the controlling shareholder of the Company, which is interested in 75% of the existing issued share capital of the Company.

Placing Agent: The Placing Agent is independent of and not connected with the directors, chief executive or substantial shareholders of any member of the Group or any of their respective associates (as defined in the Listing Rules). The Placing is fully underwritten by the Placing Agent.

Placees: The Placing Shares will be placed to not less than six placees (which will be individual, corporate and/or institutional investors) whom will be independent of and not connected with the directors, chief executive or substantial shareholders of any member of the Group or any of their respective associates (as defined in the Listing Rules).

Number of 15,000,000 Shares, representing approximately 4.69% of the existing

Placing Shares: issued share capital of the Company (without taking into account the exercise of the Over-allotment Option of 5,000,000 Shares in full). Pursuant to the Placing and Subscription Agreement, the Vendor has granted to the Placing Agent the Over-allotment Option which is exercisable at any time before 5:00 p.m. on 8th March, 2001. If the Over-allotment Option is exercised in full, a total of 20,000,000 Shares, representing approximately 6.25% of the existing issued share capital of the Company, will be placed.

Further announcement will be made if the Over-allotment Option is exercised.

Placing Price: HK$1.00 per Placing Share. This price was determined after arm's length negotiation between the Vendor and the Placing Agent and represents (i) a discount of approximately 9.91% to the closing price of HK$1.11 per Share as quoted on the Stock Exchange on 7th March 2001, being the last trading day prior to this announcement; and (ii) a discount of approximately 9.91% to the average closing price of HK$1.11 per Share as quoted on the Stock Exchange for the ten trading days ended 7th March, 2001.

The Company will bear all costs and expenses in connection with the Placing and the Subscription.

Completion: The Placing is unconditional. Completion of the Placing and the Over-allotment Option (if any) will take place on or before the third business day immediately following the date of the Placing and Subscription Agreement (or such other time as the Vendor and the Placing Agent shall agree) but, in any event, no later than 14 days from the date of the Placing and Subscription Agreement, that is 20th March, 2001.

B. SUBSCRIPTION

Date: Placing and Subscription Agreement dated 7th March, 2001.

Issuer: The Company

Subscriber: The Vendor

Number of 15,000,000 new Shares (without taking into account of the

Subscription Shares: Over-allotment Option), representing approximately 4.69% of the existing issued share capital of the Company and approximately 4.48% of the enlarged issued share capital of the Company (without taking into account of the Over-allotment Option).

If the Over-allotment Option is exercised in full, 20,000,000 new Shares, representing 6.25% of the existing issued share capital of the Company and approximately 5.89% of the enlarged issued share capital of the company, will be subscribed.

Subscription Price: HK$1.00 per Subscription Share. Any interest earned by the Vendor on the moneys raised by the Placing will be for the benefit of the Company.

General Mandate to The Subscription Shares will be issued pursuant to the

issue Subscription resolution passed at the annual general meeting of the

Shares: Company held on 27th December 2000 authorising the Directors to issue new shares up to a maximum of 20% of the issued share capital of the Company of 320,000,000 Shares.

Ranking of the The Subscription Shares, when fully paid and issued, will

Subscription Shares: rank equally in all respects with the existing Shares.

Conditions: The Subscription is conditional upon:

(a) the Listing Committee of the Stock Exchange granting or agreeing to grant listing of, and permission to deal in, the Subscription Shares; and

(b) completion of the Placing.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

In the event of the condition (a) above not being fulfilled by 4:00 p.m. on the date falling twelve calendar days from the date of the Placing and Subscription Agreement, (or such later date as may be agreed amongst the parties thereto), the Placing and Subscription Agreement will lapse but, in any event, no later than 14 days of the date of the Placing and Subscription Agreement, that is 20th March, 2001.

If the Subscription is to be completed after 20th March, 2001, the Company will be required to comply with the connected transaction requirements under the Listing Rules.

Completion: The Subscription is conditional on the conditions mentioned above. Completion of the Subscription will take place no later than 4:00 p.m. on the second business day immediately after full satisfaction of the abovementioned conditions of the Subscription.

C. USE OF PROCEEDS OF THE SUBSCRIPTION

The net proceeds of the Subscription are expected to amount to approximately HK$14.3 million on the basis that the Over-allotment Option is not exercised and if the over-allotment of 5,000,000 Shares is exercised in full, the net proceeds will be increased to approximately HK$19.2 million. The Company currently intends to use the net proceeds as follows:

• approximately HK$ 10 million will be used to finance the investment in Minqing. The Company entered into an agreement with Fujian Economy and Technology Development Research Service Center (福建省經濟技術開發服務中心), a company not connected with the directors, chief executive or substantial shareholders of any member of the Group or any of their respective associates (as defined in the Listing Rules), on 7th March 2001 to obtain 85% interest in Minqing at a consideration of approximately HK$9,688,000. The consideration is based on the net asset value of Minqing. The Directors consider the acquisition of Minqing is fair and reasonable and it is in the interests of the Company and its shareholders taken as a whole.
• the balance of approximately HK$4.3 million will be used as the general working capital of the Group.

D. VENDOR'S INTERESTS IN THE COMPANY

The shareholding of the Vendor in the Company (without taking into account of the exercise of the Over-allotment Option) immediately before the completion of the Placing, after the completion of the Placing but before the completion of the Subscription, and after completion of both the Placing and the Subscription are as follows:

Immediately after

the completion of Immediately after

Immediately before the Placing but completion of the

completion of before completion Placing and the

the Placing of the Subscription Subscription

Vendor 240,000,000 225,000,000 240,000,000

(75.00%) (approximately (approximately

70.31%) 71.64%)

If the Over-Allotment Option is exercised in full, the shareholding of the Vendor in the Company immediately before the completion of the Placing, after the completion of the Placing but before the completion of the Subscription, and after completion of both the Placing and the Subscription are as follow:

Immediately after

the completion of Immediately after

Immediately before the Placing but completion of the

completion of before completion Placing and the

the Placing of the Subscription Subscription

Vendor 240,000,000 220,000,000 240,000,000

(75.00%) (approximately (approximately

68.75%) 70.59%)

F. INFORMATION ON MINQING

Mingqing is engaged in the manufacturing and distributing of over 70 types of pharmaceutical products under the brand nam (c)策~ (Yan Nian). Minqing distributes its products in over 29 provinces in the PRC. The major categories of Minqing products are as follows:

• 勝紅抗炎素膠囊nantibiotics - the antibiotics manufactured by Minqing are in the form capsules and are effective in curing sore throat and tonsillitis;
• 頭痛定糖漿headache syrup - which is used for the relief of headache and migraine.

G. DEFINITIONS

The following defined terms are used in this announcement:

"Company" Far East Pharmaceutical Technology Company Limited

"Director(s)" directors, and including independent non-executive director of the board of the Company

"Group" the Company and its subsidiaries

"Hong Kong" The Hong Kong Special Administrative Region of the PRC

"Listing Rules" the Rules governing the Listing of Securities on the Stock Exchange

"Minqing" Fujian Minqing Pharmaceutical Company (福建閩清製藥廠)

"Over-allotment the option granted by the Vendor to the Placing Agent to place on its behalf

Option" additional Shares up to 5,000,000 Shares at a price of HK$1.00 per Share

"Placing" the placing of 15,000,000 existing Shares (subject to the Over-allotment Option) by the Vendor pursuant to the Placing Agreement

"Placing Agent" Guotai Junan Securities (Hong Kong) Limited, a dealer registered under the securities Ordinance (Chapter 333 of the Laws of Hong Kong), is independent of and not connected with the directors, chief executive or substantial shareholders of any member of the Group or any of their respective associates (as defined in the Listing Rules)

"Placing and Subscription a placing and subscription agreement between the Vendor, the Placing Agent and

Agreement" the Company dated 7th March, 2001 in relation to the Placing and Subscription

"Placing Shares" a total of 15,000,000 Shares beneficially owned by the Vendor to be placed pursuant to the Placing and Subscription Agreement

"PRC" People's Republic of China

"Shares" Ordinary shares of HK$0.10 in the share capital of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Subscription" the subscription for the Subscription Shares by the Vendor pursuant to the Placing and Subscription Agreement

"Subscription Shares" a total of 15,000,000 new Shares (and if the Over-allotment Option is exercised in full, a total of 20,000,000 new Shares) to be subscribed by the Vendor pursuant to the Placing and Subscription Agreement

"Vendor" Great Wall Investment Group Limited, as trustee of The Great Wall Unit Trust

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent.

By order of the Board

Far East Pharmaceutical Technology Company Limited

Cai Chong Zhen

Director

Hong Kong, 7th March, 2001

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