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WeRide Inc. Share Issue/Capital Change 2002

May 10, 2002

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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

(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 RESUMPTION OF TRADING

Placing Agents

Guotai Junan Securities (Hong Kong) Limited ICEA Capital Limited

The Company announces that the Placing Agents have agreed to place an aggregate of 60,000,000 existing Shares beneficially owned by the Vendor to independent investors at a price of HK$2.45 per Placing Share. The Placing is fully underwritten by the Placing Agents.

The net proceeds of the Subscription are expected to amount to approximately HK$141,000,000 and will be used (i) as to approximately not more than HK$60,000,000 to finance the acquisition of BVL, (ii) as to approximately HK$20,000,000 to finance the related re-engineering works of Xiamen Talent Biotech, (iii) as to approximately HK$20,000,000 to finance the research and development projects of Xiamen Talent Biotech, (iv) as to approximately HK$10,000,000 as marketing expenses of the Group and (v) as to the balance of approximately HK$31,000,000 as the general working capital of the Group .

The Placing Shares and the Subscription Shares represent approximately 13.69% of the existing issued share capital of the Company and approximately 12.04% of the Company's issued share capital as enlarged by the Placing and the Subscription.

Completion of the Subscription is subject to the satisfaction of certain conditions as described below. According to the Placing and Subscription Agreement, the Vendor conditionally agreed to subscribe 60,000,000 Subscription Shares at a price of HK$2.45 per Share.

Trading in the Shares on the Stock Exchange was suspended at the request of the Company with effect from 9:30 a.m. on 9th May, 2002 pending the release of this announcement. Application has been made by the Company for the resumption of trading of the Shares on the Stock Exchange from 9:30 a.m. on 10th May, 2002.

A. PLACING

Date : Placing and Subscription Agreement dated 9th May, 2002.

Vendor : The Vendor, the controlling shareholder of the Company, which is interested in approximately 57.01% of the existing issued share capital of the Company.

Placing Agents : The Placing Agents, who and their respective beneficial owners are 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 Agents.

Placees : The Placing Shares will be placed to not less than six placees (who will be individual, corporate and/or institutional investors) who 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). No placees will hold 10% or more of the issued share capital of the Company upon completion of the Placing.

Number of : 60,000,000 Shares, representing approximately 13.69% of the

Placing Shares existing issued share capital of the Company of 438,182,000 Shares and approximately 12.04% of the issued share capital of the Company as enlarged by the Placing and the Subscription to 498,182,000.

Placing Price : HK$2.45 per Placing Share. This price was determined after arm's length negotiation between the Vendor and the Placing Agents and represents (i) a discount of approximately 14.04% to the closing price of HK$2.85 per Share as quoted on the Stock Exchange on 8th May, 2002, being the last trading day prior to this announcement; and (ii) a discount of approximately 9.59% to the average closing price of HK$2.71 per Share as quoted on the Stock Exchange for the ten trading days ended 8th May, 2002. 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 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 Agents shall agree) but, in any event, no later than 14 days from the date of the Placing and Subscription Agreement, that is 23rd May, 2002.

B. SUBSCRIPTION

Date : Placing and Subscription Agreement dated 9th May, 2002.

Issuer : The Company

Subscriber : The Vendor

Number of : 60,000,000 new Shares, representing approximately 13.69% of the existing issued

Subscription share capital of the Company and approximately 12.04% of the enlarged issued share

Shares capital of the Company.

Subscription Price : HK$2.45 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 resolutions

issue Subscription passed at the extraordinary general meeting of the Company held on

Shares 29th April, 2002 authorising the Directors to issue new shares up to a maximum of 20% of the issued share capital of the Company (being 86,818,000 Shares).

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

the Subscription equally in all respects with the existing Shares

Shares

Conditions : The Subscription is conditional upon:

(a) the Listing Committee of the Stock Exchange granting or agreeing to grant a 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 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 Subscription will lapse but, in any event, no later than 14 days after the date of the Placing and Subscription Agreement.

If the Subscription is to be completed after 14 days of the date of the Placing and Subscription Agreement, the Company will be required to comply with the connected transaction requirements under Chapter 14 of 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$141,000,000. The Company currently intends to use the net proceeds as follows:

(a) approximately not more than HK$60,000,000 will be used to finance the acquisition of BVL;

(b) approximately HK$20,000,000 will be used to finance the related re-engineering works of Xiamen Talent Biotech, including to build new facilities and purchase of new machinery and equipment to facilitate the production process and to achieve the Good Manufacturing Practice compliance;

(c) approximately HK$20,000,000 will be used to finance the research and development projects of Xiamen Talent Biotech;

(d) approximately HK$10,000,000 will be used as marketing expenses of the Group; and

(e) the balance of approximately HK$31,000,000 will be used as the general working capital of the Group.

BVL and its beneficial owners are 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), BVL is the holding company of Xiamen Talent Biotech. A non-binding letter of intent (the "Letter of Intent") has been entered into between the existing shareholders of BVL and the Company on 8th May, 2002 whereas the existing shareholders of BVL intended to transfer and the Company intended to purchase all the issued share capital in BVL.

BVL and its subsidiaries are mainly engaged in the production of external diagnosis test medical samples, research on bio-medical samples, production and technology services and production of bio-medical products. At present, it has two technical platforms, namely, Enzyme Linked Immunosorbent Assay (ELISA) and Polymerase Chain Reaction (PCR), which are two types of technologies used in the research and development of pharmaceutical products. The Directors considered the acquisition of BVL will help to enhance the Group's production base and increase the products categories of the Group and believed the acquisition of BVL will contribute positively to the future growth of the Group.

Depending on its final terms, the transaction under the Letter of Intent may constitute a notifiable transaction (as defined in the Listing Rules) and, if so, the Company will make further announcement upon the signing of a formal agreement. Other than the proposed transactions as stated in the Letter of Intent, the Company at present is not in negotiation with any third parties on any acquisition projects.

D. VENDOR'S INTERESTS IN THE COMPANY

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 follows:

Immediately after the Immediately after

completion of the Placing completion of both the

Immediately before the but before the completion Placing and the

completion of the Placing of the Subscription Subscription

Approximately 57.01% Approximately 43.32% Approximately 50.14%

Trading in the Shares on the Stock Exchange was suspended at the request of the Company with effect from 9:30 a.m. on 9th May, 2002 pending the release of this announcement. Application has been made by the Company for the resumption of trading of the Shares on the Stock Exchange from 9:30 a.m. on 10th May, 2002.

E. DEFINITIONS

The following defined terms are used in this announcement:

"Business Day" a day (other than Saturday) on which banks in Hong Kong are generally open for business

"BVL" Boomtown Ventures Limited, a company with limited liability incorporated in the British Virgin Islands and is the holding company of Xiamen Talent Biotech

"Company" Far East Pharmaceutical Technology Company Limited, a company with limited liability incorporated in the Cayman Islands

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

"Good Manufacturing Good Manufacturing Practice, guidelines and regulations from

Practice" time to time issued pursuant to the law of the People's Republic of China on administration of pharmaceuticals as part of the quality assurance which ensure that pharmaceutical products subject to those guidelines and regulations are consistently produced and controlled to the quality and standards appropriate for their intended use

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

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

"Placing" the placing of 60,000,000 existing Shares by the Placing Agents pursuant to the Placing and Subscription Agreement

"Placing Agents" (a) Guotai Junan Securities (Hong Kong) Limited, a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong); and

(b) ICEA Capital Limited, a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong),

who and their respective beneficial owners are 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

Agreement" Placing Agents and the Company dated 9th May, 2002 in relation to the Placing and the Subscription

"Placing Shares" a total of 60,000,000 Shares beneficially owned by the Vendor to be placed pursuant to the Placing and Subscription Agreement

"Shares" ordinary shares of HK$0.10 each 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 a total of 60,000,000 new Shares to be subscribed by the Vendor pursuant to the

Shares" Placing and Subscription Agreement

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

"Xiamen Talent 廈門泰倫生物工程有限公司 (Xiamen Talent Biotech Co. Ltd.), a

Biotech" wholly foreign-owned enterprise established in the People's Republic of China and its principal business activities are engaged in the production of external diagnosis test medical samples, research on bio-medical samples, production and technology services and production of bio-medical products

"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

Chairman

Hong Kong, 9th May, 2002

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