ࡱ> '` R^bjbjLULU2.?.?4fPPPPPPPdTx$?||||||||jllllll$1h:iP||PP||P|P|jjPP|p `Fu0?0P||||ܫ |||?x$x$x$D=aD=x$x$x$adXPPPPPP 28/10/2009 CONTINUING CONNECTED TRANSACTIONS2009-10-28 17:01:02Hong 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.q\qge兡N gPlQSShandong Xinhua Pharmaceutical Company Limited(a joint stock limited company established in the People s Republic of China with limited liability)(Stock Code: 0719)CONTINUING CONNECTED TRANSACTIONSSummaryReference is made to the announcements of the Company dated 24 October 2006, 1 August 2008 and 23 October 2008 and the circulars of the Company dated 13 November 2006, 22 August 2008 and 5 November 2008. A. Continuing connected transactions between the Company and SXPGC1. SXPGC AgreementThe Board announces that on 28 October 2009, the Company and SXPGC entered into the SXPGC Agreement in relation to the Company purchasing certain products and services from SXPGC and the Company selling certain products to SXPGC for a period of three years from 1 January 2010 to 31 December 2012. As at the date of this announcement, SXPGC holds and owns 35.70% of the total issued share capital of the Company and is currently the largest shareholder of the Company. SXPGC is a connected person of the Company under the Listing Rules. As a result, the transactions contemplated under the SXPGC Agreement will constitute continuing connected transactions under Chapter 14A of the Listing Rules. The highest annual cap in relation to the Company selling the products to SXPGC for the years 2010, 2011 and 2012 under the SXPGC Agreement is RMB39,000,000. The applicable percentage ratios (as defined in the Listing Rules) exceed 2.5% on an annual basis and the total consideration exceeds HK$10,000,000. In accordance with rules 14A.35(3) and (4) of the Listing Rules, the Company is required to obtain an independent shareholders approval as described in rule 14A.48, and must comply with the reporting and announcement requirements as described in rules 14A.45 to 14A.47 of the Listing Rules.The highest annual cap in relation to the Company purchasing accessories, raw materials and packaging materials from SXPGC for the years 2010, 2011 and 2012 under the SXPGC Agreement is RMB220,000,000. The applicable percentage ratios (as defined in the Listing Rules) exceed 2.5% on an annual basis and the total consideration exceeds HK$10,000,000. In accordance with rules 14A.35(3) and (4) of the Listing Rules, the Company is required to obtain an independent shareholders approval as described in rule 14A.48, and must comply with the reporting and announcement requirements as described in rules 14A.45 to 14A.47 of the Listing Rules.Trademark Licence AgreementOn 7 December 1996, SXPGC granted the Company the exclusive right to use the Trademark for its existing and future products in and outside the PRC at an initial annual fee of RMB600,000 increasing in the rate of an extra RMB100,000 per year until the annual fee reaches the cap of RMB1,100,000. Thereafter, the annual fee shall remain at the level of RMB1,100,000 until the agreement is terminated. The annual fee paid by the Company in the last three years commencing from 1 January 2007 was RMB1,100,00 per year. The Company obtained the independent shareholders approval for the Trademark Licence Agreement at the general meeting held on 29 December 2006. Since the term of the Trademark Agreement was indefinite when Trademark Agreement was approved by the independent shareholders, it is not required to obtain another independent shareholders approval after a lapse of three years. As SXPGC is a connected person of the Company under the Listing Rules. As a result, the transactions contemplated under the Trademark Licence Agreement will constitute continuing connected transactions under Chapter 14A of the Listing Rules.Since the annual fee for the Company using the Trademark under the Trademark Licence Agreement is capped at RMB1,100,000 and the applicable percentage ratios of the Trademark Licence Agreement are less than 2.5% on an annual basis, the continuing connected transactions under the Trademark Licence Agreement are only subject to the reporting and announcement requirements under the Listing Rules and are exempt from the independent shareholders approval requirements. The Company will not be required to publish any further announcement in relation to the Trademark Licence Agreement after the publication of this announcement unless there are variations to the terms of the Trademark Licence Agreement.B. Continuing connected transactions between the Company and EastwestThe Board announces that on 28 October 2009, the Company and Eastwest entered into the Eastwest Agreement in relation to the Company supplying pharmaceutical products to Eastwest for a period of three years from 1 January 2010 to 31 December 2012.As at the date of this announcement, Eastwest is a substantial shareholder of Xinhua Eastwest, a subsidiary of the Company, and therefore Eastwest is a connected person of the Company. As a result, the transactions contemplated under the Eastwest Agreement will constitute continuing connected transactions under Chapter 14A of the Listing Rules.The highest annual cap for 2010, 2011 and 2012 under the Eastwest Agreement is RMB18,000,000. The applicable percentage ratios (as defined in the Listing Rules) are less than 2.5% on an annual basis. In accordance with rules 14A.34 of the Listing Rules, the Company is required to comply with the reporting requirements as described in rules 14A.45 to 14A.47 of the Listing Rules and is exempt from the independent shareholders approval requirements.C. Independent Board CommitteeAn Independent Board Committee has been formed to advise the independent shareholders in connection with the SXPGC Agreement and the proposed annual caps. A circular containing, among other things, (i) details of the SXPGC Agreement; (ii) a letter from the Independent Board Committee; (iii) the recommendations of the independent financial adviser; (iv) a notice to convene the EGM to approve, among other things, the SXPGC Agreement and the proposed annual caps will be dispatched to the shareholders of the Company as soon as practicable.A. Background InformationOn 23 October 2006, the Company entered into an agreement with SXPGC in relation to the Company purchasing and selling certain products and/or services from and to SXPGC for a period of three years from 1 January 2007 to 31 December 2009. An announcement was made on 24 October 2006. As the above agreement will expire on 31 December 2009, the Company has entered into the SXPGC Agreement with SXPGC for a period of three years commencing from 1 January 2010. On 7 December 1996, SXPGC granted the Company the exclusive right to use the Trademark for its existing and future products in and outside the PRC at an initial annual fee of RMB600,000 increasing in the rate of an extra RMB100,000 per year until the annual fee reaches the cap of RMB1,100,000, Thereafter, the annual fee shall remain at the level of RMB1,100,000 until the agreement is terminated.The Company obtained the independent shareholders approval for the Trademark Licence Agreement at the general meeting held on 29 December 2006. Since the term of the Trademark Agreement was indefinite when Trademark Agreement was approved by the independent shareholders, it is not required to obtain another independent shareholders approval after a lapse of three years. The reasons for an indefinite term of the Trademark Licence Agreement were set out in the announcement dated 24 October 2006. The independent financial adviser also provided an explanation as to why the term of the Trademark Licence Agreement was more than three years and confirmed that it was normal business practice for this type of contract to have such duration in the circular dated 13 November 2006.On 9 October 2008, the Company entered into an agreement with Eastwest in relation to the Company supplying the pharmaceutical products to Eastwest for a period of two years from 1 January 2008 to 31 December 2009. An announcement was made on 23 October 2008. As the above agreement will expire on 31 December 2009, the Company has entered into the Eastwest Agreement with Eastwest for a period of three years commencing from 1 January 2010. B. Continuing connected transactions between the Company and SXPGC1. SXPGC AgreementDate : 28 October 2009Parties : (i) the Company (ii) SXPGCPrincipal terms and conditionsThe SXPGC Agreement contains the following principal terms:The Company and/or its subsidiaries shall purchase the following products and services from SXPGC at market prices, including but not limited, to the following:purchase of accessories in respect of the repairs and maintenance of equipment and tools, hardwares, valves, instruments and meters, bearings, pumps, chemical reagents, glass wares, and the repair and maintenance of the same; purchase of packaging materials including light plates, woodwork, packaging, blow molding, colour printing, paper tray and cardboard drums, bottles and other assorted packing materials; and purchase of trimethyl orthoformate, diethyl malonate, dimethyl malonate, chloroproionyl chloride, sodium methylate, chloroacetic acid, sulphuric acid, salicylic acid, dimethyl sulphate, sodium sulphate, reductant and other chemicals used primarily for the production of pharmaceutical products.The prices for the products and services stated above shall be determined in accordance with the market practice. However, all of the relevant prices shall not be higher than the selling prices in respect of such items as offered by SXPGC to any independent third parties.The Company shall sell the following products to SXPGC and/or its subsidiaries:supply of water, electricity and steam, at cost plus corresponding tax and management fees; andsundry items of by-products during the manufacturing processes which can be recycled, e.g. waste water, waste gas and other solid wastage, at market prices.In any event, all of the relevant prices stated above shall not be lower than the selling price in respect of such items as offered to any independent third parties.Payment Term: each party shall pay to the other party for the products ordered or services provided in a timely manner as specified in each purchase order placed by the Company, the Companys subsidiaries, SXPGC and SXPGCs subsidiaries from time to time. Payment shall normally be made within 60 days after invoicing.The Company is not restricted from conducting transactions with any third parties for the sale and purchase of the relevant products and the provisions of services.The term of the SXPGC Agreement runs from 1 January 2010 to 31 December 2012.Proposed annual caps for the SXPGC AgreementThe proposed annual caps for the Company selling products to SXPGC are as follows:-2010(RMB000)2011(RMB000)2012(RMB000)Sale of waste materials, supply of water, electricity and steam31,00035,00039,000 The proposed annual caps for the Company purchasing accessories, raw materials and packaging materials from SXPGC are as follows:2010(RMB000)2011(RMB000)2012(RMB000)Purchase of accessories, raw materials and packaging materials200,000210,000220,000The Company has determined the above annual caps based on the following factors:-the historical figures in 2007, 2008 and January to August 2009 for the transactions between the Company and SXPGC (see table 1 below); the demand set out by SXPGC; the demand set out by the Company; the projected increase in the market prices of chemical raw materials; andthe development in the business of the Company.The proposed annual caps are significantly higher than the respective actual transacted amounts in 2008 and 2009 because in 2008 and 2009 because the market prices of the products and/or services and the sales and purchases to and from SXPGC decreased considerably due to the worldwide financial turmoil. However, as the worldwide economy has resumed, the Company predicts that there will be a significant increase in the market prices of the products and/or services and in the sales and purchase of the products and/or services to and from SXPGC in 2010, 2011 and 2012. Table 1 Historical figures in 2007, 2008 and January to August 2009 for the transactions between the Company and SXPGC 2007(RMB000)2008(RMB000)January to August 2009(RMB000)1. Sale of waste materials, supply of water, electricity and steam to SXPGC14,03612,8707,1302.Purchase of accessories, raw materials and packaging materials from SXPGC96,730132,09854,432Reasons for and benefits of the continuing connected transactions between the Company and SXPGC under the SXPGC AgreementBy virtue of the SXPGC Agreement, the Company and/or its subsidiaries can continue to generate revenue from selling the respective products to SXPGC and/or its subsidiaries and to secure a steady supply of raw materials and/or sundry products from SXPGC and/or its subsidiaries without incurring extra costs by purchasing them through other parties.Therefore, the Directors consider that the entering into the SXPGC Agreement is in the best interest of the Company and its shareholders as a whole. They also consider that the transactions contemplated under the SXPGC Agreement are on normal commercial terms and in the ordinary and usual course of business and that the terms of the transactions under the SXPGC Agreement are fair and reasonable.Implications under the Listing RulesThe highest annual cap for the Company selling the products to SXPGC for the years 2010, 2011 and 2012 under the SXPGC Agreement is RMB39,000,000. The applicable percentage ratios (as defined in the Listing Rules) exceed 2.5% on an annual basis and the total consideration exceeds HK$10,000,000. In accordance with rules 14A.35(3) and (4) of the Listing Rules, the Company is required to obtain an independent shareholders approval as described in Rule 14A.48, and must comply with the reporting and announcement requirements as described in rules 14A.45 to 14A.47 of the Listing Rules.The highest annual cap for the Company purchasing accessories, raw materials and packaging materials from SXPGC for the years 2010, 2011 and 2012 under the SXPGC Agreement is RMB220,000,000. The applicable percentage ratios (as defined in the Listing Rules) exceed 2.5% on an annual basis and the total consideration exceeds HK$10,000,000. In accordance with rules 14A.35(3) and (4) of the Listing Rules, the Company is required to obtain an independent shareholders approval as described in Rule 14A.48, and must comply with the reporting and announcement requirements as described in rules 14A.45 to 14A.47 of the Listing Rules.2. Trademark Licence AgreementDate : 7 December 1996Parties : (i) the Company (ii) SXPGCPrincipal terms and conditionsOn 7 December 1996, SXPGC granted the Company the exclusive right to use the Trademark for its existing and future products in and outside the PRC at an initial annual fee of RMB600,000 increasing in the rate of an extra RMB100,000 per year until the annual fee reaches the cap of RMB1,100,000. Thereafter, the annual fee shall remain at the level of RMB1,100,000 until the agreement is terminated. The annual fee paid by the Company in the last three years commencing from 1 January 2007 was RMB1,100,000 per year. Term of the Trademark Licence AgreementThe Trademark Licence Agreement was entered into for an indefinite period as long as the PRC registration of the Trademark continues to be valid and the Company continues to use the Trademark and the approval from the independent shareholders is obtained as required under the Listing Rules. Independent Shareholders ApprovalThe Company obtained the Independent Shareholders approval for the Trademark Licence Agreement at the general meeting held on 29 December 2006. Since the term of the Trademark Agreement was indefinite when Trademark Agreement was approved by the independent shareholders, it is not required to obtain another independent shareholders approval after a lapse of three years. Reasons for and benefits of the continuing connected transactions between the Company and SXPGC under the Trademark Licence AgreementBy virtue of the Trademark Licence Agreement, the Company can continue to use the Trademark for its existing and future products in and outside PRC at a capped fee, that is, RMB1,100,000. Therefore, the Directors consider that the Trademark Licence Agreement is in the best interest of the Company and its shareholders as a whole. They also consider that the transactions contemplated under the Trademark Licence Agreement are on normal commercial terms and in the ordinary and usual course of business and that the terms of the transactions under the Trademark Licence Agreement are fair and reasonable.Implications under the Listing RulesSince the annual fee for the Company using the Trademark under the Trademark Licence Agreement is capped at RMB1,100,000 and the applicable percentage ratios of the Trademark Licence Agreement is less than 2.5% on an annual basis, the continuing connected transactions under the Trademark Licence Agreement are only subject to the reporting and announcement requirements under the Listing Rules and are exempt from the independent shareholders approval requirements. The Company will not be required to publish any further announcement in relation to the Trademark Licence Agreement after the publication of this announcement unless there are variations to the terms of the Trademark Licence Agreement. Connected Relationship As at the date of this announcement, SXPGC currently holds 35.70% equity interest of the Company and is therefore a connected person under the Listing Rules. The transactions contemplated under the SXPGC Agreement and the Trademark Licence Agreement will constitute continuing connected transactions under the Listing Rules. Information about the Company and SXPGC The Company is principally engaged in the development, manufacture and sales of bulk pharmaceuticals, preparations and chemical products.SXPGC is a state-owned enterprise established in the PRC specialising in investment in the pharmaceutical industry, and associated chemical production, packaging and supply of chemical engineering equipment. C. Continuing connected transactions between the Company and EastwestEastwest AgreementDate : 28 October 2009Parties : (i) the Company (ii) EastwestPrincipal terms and conditionsThe Company and Eastwest entered into the Eastwest Agreement in relation to the Company supplying the pharmaceutical products to Eastwest for a period of three years from 1 January 2010 to 31 December 2012. Payment termsThe price of the pharmaceutical products is based on the prevailing market price.Eastwest shall pay the Company within the time specified at the time of entering into the transactions. Payment shall normally be made within 60 days after invoicing. Proposed annual capsThe proposed annual caps for the Eastwest Agreement are as follows:-2010(RMB 000)2011(RMB 000)2012(RMB 000)Proposed annual caps15,00016,50018,000The Company has determined the above annual caps based on the following factors:-the historical figures in 2007, 2008 and January to August 2009 for the transactions between the Company and Eastwest (please see Table 2 below); the demand by Eastwest; andthe projected increase in the market prices of chemical raw materials for the production of the pharmaceutical products. The proposed annual caps are significantly higher than the respective actual transacted amounts in 2008 and 2009 because in 2008 and 2009, the market prices of the pharmaceutical products and the Companys sales of the pharmaceutical products to Eastwest decreased considerably due to the worldwide financial turmoil. However, as the worldwide economy has resumed, the Company predicts that there will be a significant increase in the market prices of chemical raw materials and the pharmaceutical products and in the Companys sales of the pharmaceutical products to Eastwest in 2010, 2011 and 2012. Table 2- Historical figures in 2007, 2008 and January to August 2009 for the transactions between the Company and Eastwest2007(RMB000)2008(RMB000)January to August 2009(RMB000)Total consideration5,2766,4005,600Reasons for and benefits of the continuing connected transactions between the Company and EastwestBy selling the pharmaceutical products to Eastwest, the Company is able to expand its business in the United States. Therefore, the Directors consider that the entering into the Eastwest Agreement is in the best interest of the Company and its Shareholders as a whole. They also consider that the transactions contemplated under the Eastwest Agreement are on normal commercial terms and in the ordinary and usual course of business and that the terms of the transactions under the Eastwest Agreement are fair and reasonable.Connected RelationshipAs at the date of this announcement, Eastwest is a substantial shareholder of Xinhua Eastwest, a subsidiary of the Company, and therefore Eastwest is a connected person of the Company. As a result, the transactions contemplated under the Eastwest Agreement will constitute continuing connected transactions under Chapter 14A of the Listing Rules.Implications under the Listing RulesThe highest annual cap for 2010, 2011 and 2012 under the Eastwest Agreement is RMB18,000,000. The applicable percentage ratios (as defined in the Listing Rules) are less than 2.5% on an annual basis. In accordance with rules 14A.34 of the Listing Rules, the Company is required to comply with the reporting requirements as described in rules 14A.45 to 14A.47 of the Listing Rules and is exempt from the independent shareholders approval requirements.Information about EastwestEastwest is principally engaged in trading business. D. Independent Board CommitteeAn Independent Board Committee has been formed to advise the independent shareholders in connection with the SXPGC Agreement and the proposed annual caps.A circular containing, among other things, (i) details of the SXPGC Agreement (ii) a letter from the Independent Board Committee; (iii) the recommendations of the independent financial adviser; and (iv) a notice to convene the EGM to approve, among other things, the SXPGC Agreement and the proposed annual caps, will be dispatched to the shareholders of the Company as soon as practicable.E. DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise:Boardmeans the board of Directors of the Company;Company means q\qge兡N gPlQS (Shandong Xinhua Pharmaceutical Company Limited), a joint stock company incorporated in the PRC with limited liability; Directors means the directors of the Company; Eastwest means Eastwest United Group, Inc, a limited company established in the United States of America;Eastwest Agreementmeans the written agreement entered into between the Company and Eastwest on 28 October 2009;EGMmeans the extraordinary general meeting of the Company to be held on 28 December 2009 for the purpose of approving, among other things, the SXPGC Agreement and the Proposed annual caps; Hong Kongmeans Hong Kong Special Administrative Region of the PRC;HK$means Hong Kong dollars, the lawful currency of Hong Kong;Independent Board Committeemeans the independent board committee of the Company comprising three independent non-executive director which is constituted for the purpose of considering the SXPGC Agreement and the proposed caps; Listing Rulesmeans the Rules Governing the Listing of Securities on the Stock Exchange;PRC means the Peoples Republic of China;RMB means Renminbi, the lawful currency of the PRC for the time being;Shareholdersmeans the shareholders of the Company; Stock Exchange means The Stock Exchange of Hong Kong Limited; SXPGC means q\qgeƖW gPNlQS(Shandong Xinhua Pharmaceutical Group Company Limited), a wholly-state owned company which holds and owns 35.70% of the total issued share capital of the Company and is currently the largest shareholder of the Company;SXPGC Agreementmeans the written agreement entered into between the Company and SXPGC dated 28 October 2009; Trademarkmeans the trademark Xinhua;Trademark Licence Agreementmeans the trademark licence agreement entered into between the Company and SXPGC dated 7 December 1996; andXinhua Eastwestmeans,BCDEFGH  p ##55òÝЃmYYвGв#h+h+CJKHOJQJ^Jy(&h+h+5CJKHOJQJ\^J*h+h+5CJKHOJQJ\^JaJ3h+h+5B*CJKHOJQJ\^JaJphOI^)jh+h+CJKHOJQJU^J h+h+CJKHOJQJ^Jh+h+CJKHaJ-h+h+B*CJKHOJQJ^JaJphOI^/h+h+5B*CJKHOJQJ\^JphOI^-BCDEG~C~:kdl$$IfT&634aT$$1$Ifa$gd+Kkd$IfK$L$0&634a$d,$1$4$Ifa$gd+K$$d,$1$4$Ifa$gd+K$^GH  x B F l p $d,dd$1$4$If[$\$a$gd+$d,$1$4$Ifa$gd+$d,$1$4$Ifa$gd+<kdk$$IfT,&634aT  KM8kd$IfK$L$&634a$$1$Ifa$gd+K$$$1$Ifa$gd+$dd$1$@&If[$\$a$gd+  $d,$1$4$Ifa$gd+$d,dd$1$4$If[$\$a$gd+rtRTV$$1$Ifa$gd+$d,$1$4$Ifa$gd+ !! ####m$d,$1$4$Ifa$gd+bkd$IfK$L$!0634ab$$1$Ifa$gd+K$$$1$Ifa$gd+ #2#4#R$T$%%&&))**k+m+o+++++++, ,",A,C,,$d,$1$4$Ifa$gd+,,"-$-. ...//11W1Y111X2Z233B4D44495;5h5j5$d,$1$4$Ifa$gd+j5555555555$$1$Ifa$gd+$$1$Ifa$gd+K$$d,$1$4$Ifa$gd+ 55062646;6=6D6]O@O@O@$$1$Ifa$gd+K$$$1$Ifa$gd+kd$IfK$L$\ RD rT0<634ab55M6N66 7 7m7n7;<<{<|<<<PPPPPVVW*W+W[[[[[ eBeCeggtgvg)h*hhhcidiiiiijj8k9khkikkkkkflhl-n.nnnnn\o]op˲U0h+h+B*CJKHOJQJ^JaJphOI^y(-h+h+B*CJKHOJQJ^JaJphOI^ h+h+CJKHOJQJ^Jh+h+CJKHaJED6F6M6N6P6X6@..$d,$1$4$Ifa$gd+kd$IfK$L$\ RD rT0<634ab$$1$Ifa$gd+K$$$1$Ifa$gd+X666666667 7$$1$Ifa$gd+$$1$Ifa$gd+K$$d,$1$4$Ifa$gd+ 7 7K7M7O7W7Y7a7]O@O@O@$$1$Ifa$gd+K$$$1$Ifa$gd+kd_$IfK$L$\x<Dp0<634aba7c7k7m7n7p7@.$d,$1$4$Ifa$gd+kd6$IfK$L$\x<Dp0<634ab$$1$Ifa$gd+K$$$1$Ifa$gd+p777M8k888 9 9K;M;;;;;;;;;<<$$1$Ifa$gd+$$1$Ifa$gd+K$$d,$1$4$Ifa$gd+<<<_<a<H9+9$$1$Ifa$gd+$$1$Ifa$gd+K$kd$IfK$L$r Kb2 T0634aba<c<j<l<s<u<{<$$1$Ifa$gd+K$$$1$Ifa$gd+{<|<<<<H9+9$$1$Ifa$gd+$$1$Ifa$gd+K$kd$IfK$L$r Kb2 T0634ab<<<<<9kd$IfK$L$r Kb2 T0634ab$$1$Ifa$gd+K$<<<`=b=>>Q@S@x@z@BBBEDEFEhEjEEEEEEEEGGH$d,$1$4$Ifa$gd+HH6I8I[I]IJJ_KaKMMMMPPP8kd$IfK$L$&634a$$1$Ifa$gd+K$$d,$1$4$Ifa$gd+PPPPPRRARCRRRSSSSSTT#T%TGTjTlTTT$d,$1$4$Ifa$gd+$d,dd$1$4$If[$\$a$gd+T^U`UnUpUUUmVoVVVVVVVVVVVV$$1$Ifa$gd+$$1$Ifa$gd+K$$d,$1$4$Ifa$gd+VWWW#W*W]NNNN$$1$Ifa$gd+K$kd* $IfK$L$\H D@ TTT0634ab*W+W-WWWXX2X4X]KKKKKKK$d,$1$4$Ifa$gd+kd $IfK$L$\H D@ TTT0634ab4XXX [[[[[[[[[[[[$$1$Ifa$gd+$$1$Ifa$gd+K$$d,$1$4$Ifa$gd+[[[[[[[]NNN@N$$1$Ifa$gd+$$1$Ifa$gd+K$kd $IfK$L$\ C0634ab[[[^\`\n^p^^^]KKKKKKK$d,$1$4$Ifa$gd+kd} $IfK$L$\ C0634ab^__ ``aaaa)b+b-bNbPbbbbbwdyddd e ee$$1$Ifa$gd+$d,$1$4$Ifa$gd+eeBeCeNe ggg(gLKkd $IfK$L$0 & 634a$$1$Ifa$gd+KkdT $IfK$L$0 & 634a$$1$Ifa$gd+K$(gpgtgvgg'h)h*h?hLKkd$IfK$L$0 & 634aKkd $IfK$L$0 & 634a$$1$Ifa$gd+K$$$1$Ifa$gd+?hhhhhaicidipiLKkdR$IfK$L$0 & 634aKkd$IfK$L$0 & 634a$$1$Ifa$gd+K$$$1$Ifa$gd+piiiiiiiijLKkd$IfK$L$0 & 634aKkd$IfK$L$0 & 634a$$1$Ifa$gd+K$$$1$Ifa$gd+jjjjj6k8k9k@kLKkd$IfK$L$0 & 634aKkd$IfK$L$0 & 634a$$1$Ifa$gd+K$$$1$Ifa$gd+@kfkhkikpkkkkkLKkd$IfK$L$0 & 634aKkdP$IfK$L$0 & 634a$$1$Ifa$gd+K$$$1$Ifa$gd+kkkklblflhlxlLKkd$IfK$L$0 & 634a$$1$Ifa$gd+Kkd$IfK$L$0 & 634a$$1$Ifa$gd+K$xl+n-n.n@nnnnnLKkdN$IfK$L$0 & 634aKkd$IfK$L$0 & 634a$$1$Ifa$gd+K$$$1$Ifa$gd+nnnnnnZo\o]oLKkd$IfK$L$0 & 634a$$1$Ifa$gd+Kkd$IfK$L$0 & 634a$$1$Ifa$gd+K$]ooo,026:<LKkd$IfK$L$0 & 634aKkd$IfK$L$0 & 634a$$1$Ifa$gd+$$1$Ifa$gd+K$mZSe-N gPNlQS (Zibo Xinhua-Eastwest Pharmaceutical Company Limited), a PRC joint venture owned 75% by the Company and 25% by Eastwest United Group. By Order of the Board Shandong Xinhua Pharmaceutical Company Limited Guo Qin Chairman28 October 2009, Zibo, PRCAs at the date of this announcement, the Board comprises: Executive Directors:Ms. Guo Qin (Chairman)Mr. Ren FulongMr. Zhao SongguoIndependent Non-executive Directors:Mr. Zhu BaoquanMr. Sun MinggaoMr. Kwong Chi Kit, VictorNon-executive Directors: Mr. Liu Zhenwen Mr. Li Tianzhong Mr. Zhao Bin02:<^VXZ\^ h+h+-h+h+B*CJKHOJQJ^JaJphOI^h+h+CJKHaJ h+h+CJKHOJQJ^J <@DHt \Z^@`$$1$Ifa$gd+K$$$1$Ifa$gd+$d,$1$4$Ifa$gd+4NRVXLKkd$IfK$L$0&634a$$1$Ifa$gd+K$$$1$Ifa$gd+KkdL$IfK$L$0&634aXZ\^:kd$$IfT&634aT$d,$1$4$Ifa$gd+0182P. 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