ࡱ> '` RibjbjLULU2.?.?#LZZZZT[4*w\\\\\\\\\\\\\\\\UvWvWvWvWvWvWv$xhz:{vib\\\\bb{v\\\\vdddb\\\\UvdbUvddd\\P\ @?vZbdyqv0*wdzbzddPz]q\\B]d]j^{\\\\\\{v{vd \\\\\\*wbbbb+/+/ 01/08/2008EXCEEDING AND REVISION TO THE ORIGINAL ANNUAL CAPS FOR THE CONTINUING CONNECTED TRANSACTIO2008-8-1 18:07:18The 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. q\qge兡N gPlQS Shandong Xinhua Pharmaceutical Company Limited(a joint stock limited company established in the People s Republic of China with limited liability)(Stock Code: 0719)EXCEEDING AND REVISION TO THE ORIGINAL ANNUAL CAPS FOR THE CONTINUING CONNECTED TRANSACTIONSSummaryReference is made to the announcement of the Company dated 24 October 2006 and the Circular. As disclosed in the Circular, the Company and its subsidiaries are parties to certain continuing connected transactions with its substantial shareholder, SXPGC. Shareholders approval was obtained by the Company pursuant to Rule 14A.35 of the Listing Rules for entering into the 2006 Agreement and for the annual caps of the continuing connected transactions under the 2006 Agreement for the years 2007, 2008 and 2009. Exceeding the original annual caps for the continuing connected transactionsDuring the course of auditing the Companys financial statements for the year ended 31 December 2007, the auditors determined that the 2007 annual cap for the continuing connected transactions under the 2006 Agreement had been exceeded due to an unexpected increase in the market prices of chemical raw materials.In accordance with Rule 14A. 36(1) of the Listing Rules, if an annual cap is exceeded, the Company must re-comply with the provisions of Chapter 14A of the Listing Rules in relation to such connected transactions. As the applicable percentage ratios in relation to the actual amount incurred under the 2006 Agreement for 2007 exceed 2.5%, the Company must re-comply with the reporting, announcement and independent shareholders approval requirements under the Listing Rules.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.The applicable percentage ratios (as defined in the Listing Rules) in respect of the revised caps for 2008 and 2009 under the 2006 Agreement exceed 2.5% and the consideration exceeds HK$10,000,000. The revised caps for 2008 and 2009 under the 2006 Agreement are therefore subject to independent shareholders approval requirements under Rule 14A. 35(4) of the Listing Rules.Revision to the original annual caps for the continuing connected transactionsAn Independent Board Committee has been formed to advise the Independent Shareholders in connection with the revised caps for the continuing connected transactions under the 2006 Agreement, and an independent financial adviser will be appointed to advise the Independent Board Committee on this matter.A circular containing, among other things, (i) further information on the terms of the revised caps for the continuing connected transactions for the years 2008 and 2009; (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 ratification of the actual amount incurred in 2007 under the 2006 Agreement and the revised caps for the continuing connected transactions under the 2006 Agreement will be dispatched to the shareholders of the Company as soon as practicable. 1. BACKGROUND INFORMATIONAs disclosed in the announcement dated 24 October 2006 and the Circular, the Company proposed to enter into continuing connected transactions under two Agreements with SXPGC, namely, the 2006 Agreement and Trademark Licence Agreement. In this connection, independent shareholders approval was obtained by the Company pursuant to Rule 14A.35 of the Listing Rules in respect of the continuing connected transactions and the proposed annual caps of the continuing connected transactions. In accordance with Rule 14A.36 (1) of the Listing Rules, if an annual cap is exceeded, the Company must re-comply with the provisions of Chapter 14A of the Listing Rules in relation to such connected transactions. Further, if the applicable percentage ratios in relation to the actual amount incurred in 2007 under the 2006 Agreement exceeds 2.5%, the Company must re-comply with the reporting, announcement and independent shareholders approval requirements under the Listing Rules.2.EXCEEDING THE ORIGINAL ANNUAL CAPDuring the course of auditing the Companys financial statements for the year ended 31 December 2007 the accountants determined that the 2007 cap for the value of the transactions under the 2006 Agreement had been exceeded. This was due to an unexpected increase in the market prices of chemical raw materials under the 2006 Agreement. The Company has now designated certain persons to monitor all continuing connected transactions and report to management the amount of those transactions on a monthly basis, and notify each member of the Board if any of those transactions reach 75% of the agreed annual cap prior to the end of September in any year.3.CONNECTED RELATIONSHIPSXPGC currently holds 35.70% equity interest of the Company and is therefore a connected person under the Listing Rules.4.THE 2006 AGREEMENTDate of agreement23 October 2006Parties to agreementSXPGC and the CompanyPrincipal terms and conditionsThe 2006 Agreement entered into between the Company and SXPGC on 23 October 2006 contains the following principal terms:(1)The Company shall purchase the following products and services from SXPGC at market price, including but not limited, to the following:(a)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; (b)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 (c)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.(2)The Company shall sell the following products to SXPGC:(a)supply of water, electricity and steam, at cost plus corresponding tax and fees; and(b)sundry 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.(3)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 or SXPGC from time to time.(4)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.(5)The term of the 2006 Agreement commences from 1 January 2007 and ends on 31 December 2009, subject to extension for a further three years ending on 31 December 2012, such extension being subject to the Companys compliance with the reporting, announcement and independent shareholders approval requirements under Rule 14A.35 of the Listing Rules. The Company will comply with the Listing Rules in respect of the above continuing connected transactions with SXPGC.5.TRADEMARK LICENCE AGREEMENTTrademark Licence AgreementThe announcement dated 24 October 2006 and the Circular also referred to the Trademark Licence Agreement entered into between the company and SXPGC in 1996. The cap for the Trademark Licence Agreement was RMB1,100,000 which shall remain unchanged until the Trademark LicenceAgreement is terminated and the Trademark Licence Agreement shall continue in effect as long as the trademark referred to in the Trademark Licence Agreement remains valid.As the cap and the terms of the Trademark Licence Agreement were approved by the Independent Shareholders at the extraordinary general meeting held on 29 December 2006 and the Company did not exceed the cap in 2007, no further independent shareholders approval is required for this agreement. 6. REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONSThe Directors (including the independent non-executive directors) consider that the entering into the 2006 Agreement is in the best interests of the Company and its shareholders as a whole. They also consider that the transactions under the 2006 Agreement are on normal commercial terms and in the ordinary and usual course of business and that the terms of the transactions under the 2006 Agreement are fair and reasonable.By virtue of the 2006 Agreement, the Company can continue to generate revenue from selling the respective products to SXPGC and to secure a steady supply of raw materials and/or sundry products from SXPGC without incurring extra costs by purchasing them through other parties.7. CAPSOriginal capsThe Independent Shareholders approved the caps as set out below in relation to the 2006 Agreement for 2007, 2008 and 2009 at the extraordinary general meeting on 29 December 2006.2007RMB 0002008RMB 0002009RMB 0001.Purchase of accessories, raw materials and packaging materials73,60084,64097,3402.Sale of waste materials, supply of water, electricity and steam21,62024,86028,590The actual amounts incurred under the 2006 Agreement for 2007 and 2008 in relation to purchase of accessories, raw materials and packaging materials and sale of waste materials, supply of water, electricity and steam are set out as below :- 2007RMB 000(actual amount)January to June 2008RMB 000(actual amount)1.Purchase of accessories, raw materials and packaging materials96,73068,4502.Sale of waste materials, supply of water, electricity and steam14,0366,499The 2007 cap in relation to the purchase of accessories, raw materials and packaging materials was exceeded due to an unexpected increase in the market prices of chemical raw materials.8.REVISION TO THE ORIGINAL CAPS IN RELATION TO THE 2006 AGREEMENT FOR THE YEARS 2008 AND 2009The Company has been monitoring all of the Companys continuing connected transactions. With the continued development in the business of the Company and the increase in the raw material prices, and also based on internal estimates of the demand for the Companys products, the Company expects that the original caps for the years 2008 and 2009 for the continuing connected transactions under the 2006 Agreement as set out in the Circular will not be sufficient for the Companys requirements. The Company therefore proposes that the caps for the purchase of accessories, raw materials and packaging materials under the 2006 Agreement for 2008 and 2009 be revised to RMB200,000,000 and RMB250,000,000 respectively and that the caps for sale of waste materials, and supply of water, electricity and steam for 2008 and 2009 under the 2006 Agreement remain unchanged Newly proposed caps2008RMB 000(proposed cap)2009RMB 000(proposed cap)1.Purchase of accessories, raw materials and packaging materials200,000250,000The Company has determined the above revised caps based on the following factors:-(a) the historical figures in 2007;(b) the actual increase and the projected increase in the market prices of chemical raw materials (please see the table below); and(c) the development in the business of the Company. The Company has noted that the market prices of raw materials for the production of pharmaceutical products in June 2008 have doubled or tripled or more over the market prices in January 2007. A table showing the increase in the market prices of some of the chemical raw materials is set out below:January 2007June 2008Sulphuric acidRMB370 per tonapproximately RMB1,700 per tonDimethyl sulphateRMB2,500 per tonRMB5,000 per tonReductantRMB500 per tonRMB1,500per tonIn view of the huge increase in the market prices of the raw materials, the Company proposes to increase the caps under the 2006 Agreement for 2008 and 2009 considerably.9. IMPLICATIONS UNDER THE LISTING RULESUnder the Listing Rules, when an existing cap in respect of continuing connected transactions is exceeded, the Company must re-comply with the relevant provisions of Chapter 14A of the Listing Rules. As the applicable percentage ratios in relation to the actual amount incurred in 2007 under the 2006 Agreement exceed 2.5%, the Company must re-comply with the reporting, announcement and independent shareholders approval requirements under the Listing Rules.In respect of each of the revised annual caps for the continuing connected transactions under the 2006 Agreement for the years 2008 and 2009, the applicable percentage ratios (as defined in the Listing Rules) exceed 2.5% on an annual basis and the consideration will exceed HK$10,000,000. In accordance with Rule 14A.35(4) of the Listing Rules, the Company has to comply with the Independent Shareholders approval requirements described in Rule 14A.48, in addition to the reporting and announcement requirements in rules 14A.45 to 14A.47 of the Listing Rules.In this connection, the Company will seek Independent Shareholders approval for the ratification of the actual amount incurred in 2007 and the revised caps for the continuing connected transactions under the 2006 Agreement at the EGM. As SXPGC is a substantial shareholder of the Company, SXPGC and its associate(s), if any, are connected persons of the Company as defined in the Listing Rules and will abstain from voting on the relevant resolutions at the EGM.The Company believes that the terms of the continuing connected transactions under the 2006 Agreement which are on normal commercial terms and are entered into in the ordinary and usual course of business of the Company, are fair and reasonable and in the interest of the Shareholders as a whole, and that all the revised caps mentioned above are fair and reasonable.10. APPROVAL BY INDEPENDENT SHAREHOLDERSAn Independent Board Committee has been formed to advise the Independent Shareholders in connection with the proposed amendments to the original caps for the Continuing Connected Transactions for the years 2008 and 2009, and an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders.11. INFORMATION ABOUT THE COMPANYThe Company is principally engaged in the development, manufacture and sales of bulk pharmaceuticals, preparations and chemical products.12. INFORMATION ABOUT SXPGCSXPGC 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. 13. GENERALA circular containing, among other things, (i) further information on the terms of the revised caps for the continuing connected transactions under the 2006 Agreement for the years 2008 and 2009; (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 ratification of the actual amount incurred in 2007 under the 2006 Agreement and the revised caps for the continuing connected transactions under the 2006 Agreement will be dispatched to the shareholders of the Company as soon as practicable.14. DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise:2006 Agreementmeans the agreement entered into between the Company and SXPGC on 23 October 2006 in relation to, among other things, SXPGCs supply of chemical raw materials to the Company and the Companys supply of water, electricity and steam to SXPGC; Boardmeans the board of Directors of the Company;Circularmeans the circular dated 13 November 2006 issued by 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; EGM means the extraordinary general meeting of the Company to be held on 2008 for the purpose of approving, among other things, the ratification of the actual amount incurred in 2007 under the 2006 Agreement and the revised annual caps of the continuing connected transactions under the 2006 Agreement for the years 2008 and 2009;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 constituted for the purpose of considering the annual caps for the continuing connected transactions under the 2006 Agreement for the years 2008 and 2009, comprising three independent non-executive directors;Independent Shareholdersmeans shareholders of the Company other than SXPGC and its associates (as defined in the Listing Rules);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; Shareholders means 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 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