ࡱ> jli'` R4LbjbjLULU2\.?.?"....,.(?........;>=>=>=>=>=>=>$@hB:a>{3..{3{3a>..>U4U4U4{3..;>U4{3;>U4U4U4.. pֱw.{3U4;>0(?U4B{3BU4U4>B;.r/|U4/dR0)...a>a>K4 ...(?{3{3{3{3   18012008CONNECTED TRANSACTION2008-1-19 16:45:20The 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) CONNECTED TRANSACTIONThe Board announces that on 17 January 2008, the Company and SXIT (a PRC joint stock limited company of which 29.12% of its interests is held by SXPGC and the remaining 70.88% are held by 1,244 shareholders and that all directors of SXIT are appointed by SXPGC) entered into the Transfer Agreement in relation to the acquisition of SXITs entire interest, right and title in the Office and the Land Use Rights by the Company at a total consideration of RMB9,500,000.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. SXIT is hence an Associate of SXPGC and a connected person of the Company for the purposes of the Listing Rules. The Transaction between SXIT and the Company, constitutes connected transaction under Chapter 14A of the Listing Rules. The relevant percentage ratios of the Transaction, as defined in Rule 14A.10 of the Listing Rules, are less than 2.5%. According to Rule 14A.32 of the Listing Rules, the Transaction is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempted from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. Details of the Transaction will be included in the Companys next published report and accounts.1. TRANSFER AGREEMENTDate of agreement 17 January 2008Parties to agreementVendor : SXITPurchaser : CompanyAsset to be acquiredThe asset acquired in the Transaction is the Office and the Land Use Rights. The asset was valued by Shandong Lusheng Land & Real Estate Assessment and Consultation Company Limited, an independent valuer of the Company, at approximately RMB10,263,300, valued on the basis of on-site investigation, land transaction analysis for the valuation of the land in the local area, cost approach, and in accordance with the relevant PRC regulations in relation to valuation. The asset being valued includes both the Office and the Land Use Rights. The Office is currently used as the office of the vendor, SXIT. The valuation has been set out in the valuation report issued by Shandong Lusheng Land & Real Estate Assessment and Consultation Company Limited on 27 December 2007. The directors of SXIT confirmed with the Company that the original acquisition cost of the Office and the consideration for the Land Use Rights were RMB6,863,000 and RMB316,000 respectively and their book values as shown in the account of SXIT were RMB4,396,600 and RMB202,400 respectively as at 31 December 2007. Pursuant to the State-owned Land Use Rights Certificate of the PRC (-NNlqQT W W gW0WO(u<) and the Property Rights Certificate (?b k<) obtained by the Company, SXIT is the owner of the Land Use Rights and the Office. ConsiderationThe consideration for acquisition of the Office and the Land Use Rights of RMB9,500,000 was arrived after arms length negotiations between the parties thereto on normal commercial terms. The consideration was agreed by reference to the valuation made by Shandong Lusheng Land & Real Estate Assessment and Consultation Company Limited as at 27 December 2007. As such, the Directors (including the independent non-executive directors) consider that the terms of the Transaction are fair and reasonable and are in the interests of the Shareholders as a whole.Payment termsThe consideration of RMB9,500,000 shall be satisfied by the Groups internal resources and be payable by cash to SXIT within 10 days from the date of the Transfer Agreement.2. COMPLETIONCompletion of the Transaction is expected to take place within 10 days after the payment of the total consideration in the sum of RMB9,500,000.3. REASONS FOR AND BENEFITS OF THE TRANSACTIONCurrently, the office of the Company in Zibo is almost fully utilised. In order to meet the Companys plan for business development, the Company needs to expand its existing office in Zibo.By acquiring the Office and the Land Use Rights, the Company will be able to expand its office in Zibo. The Directors (including the independent non-executive directors) consider that the terms of the Transaction are fair and reasonable and are in the interests of the Shareholders as a whole.4. RELATIONSHIP BETWEEN THE PARTIES IN THE TRANSACTIONSXIT is a joint stock limited company in the PRC of which 29.12% of its interests is held by SXPGC and the remaining 70.88% are held by 1,244 shareholders. All directors of SXIT are appointed by SXPGC. 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. SXIT is hence an Associate of SXPGC and a connected person of the Company for the purposes of the Listing Rules.The Transaction between SXIT and the Company constitutes a connected transaction under Chapter 14A of the Listing Rules. The relevant percentage ratios, as defined in Rule 14A.10 of the Listing Rules, of the Transaction are less than 2.5%. According to Rule 14A.32 of the Listing Rules, the Transaction is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempted from the independent shareholders approval requirement under Chapter 14A of the Listing Rules.5. INFORMATION ABOUT THE COMPANYThe Company is principally engaged in the development, manufacture and sales of bulk pharmaceuticals, preparations and chemical products.6. INFORMATION ABOUT SXITSXIT is principally engaged in the production and sale of chemical raw materials. 7. DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise:Associatehas the meaning ascribed to it in the Listing RulesBoardthe board of Directors Company q\qge兡N gPlQS (Shandong Xinhua Pharmaceutical Company Limited), a joint stock company incorporated in the PRC with limited liability Directors the directors of the Company Land Use Rights the rights to use the land situate at Zhang Dian, No. 31 Xinhua Jie, Shandong, PRC, with a total site area of 1719.54 square meters, as more particularly described in the Transfer AgreementListing Rulesthe Rules Governing the Listing of Securities on the Stock ExchangeOfficebuildings situate at Zhang Dian, No. 31 Xinhua Jie, Shandong, PRC, with a total floor area of 3764.83 square meters, as more particularly described in the Transfer AgreementPRCthe Peoples Republic of ChinaRMB Renminbi, the lawful currency of the PRC Shareholders the shareholders of the Company Stock Exchange The Stock Exchange of Hong Kong Limited SXIT q\qge]N gPlQS (Shandong Xinhua Industry & Trade Company Limited), a PRC joint stock limited company of which 29.12% of its interests held by SXPGC and the remaining 70.88% are held by a 1,244 shareholders. All directors of SXIT are appointed by SXPGC  SXPGC q\qgeƖW gPNlQS(Shandong Xinhua Pharmaceutical Group Company Limited), a wholly-state owned company which holds and owns 35.2345678~   x B l 9:<SVgòÝÃjPЃЃвPPPP3h#h#5B*CJKHOJQJ\^JaJphOI^0h#h#B*CJKHOJQJ^JaJphOI^y(3h#h#6B*CJKHOJQJ]^JaJphOI^)jh#h#CJKHOJQJU^J h#h#CJKHOJQJ^Jh#h#CJKHaJ-h#h#B*CJKHOJQJ^JaJphOI^/h#h#5B*CJKHOJQJ\^JphOI^23457~;~Bkdl$$IfT6#2634ayt#T$$1$Ifa$gd#Kkd$IfK$L$0+6#634a$d,$1$4$Ifa$gd#K$$d,$1$4$Ifa$gd#K$4L78 x D 9y$$1$Ifa$gd#K$$$1$Ifa$gd#$d,$1$4$Ifa$gd#$d,$1$4$Ifa$gd#Dkdq$$IfT,6#2634ayt#T 9:<TVhj$d,$1$4$Ifa$gd#bkd$IfK$L$"!0634ab35CE$d,$1$4$Ifa$gd#$d,dd$1$4$If[$\$a$gd#8kdg$IfK$L$6#634a$$1$Ifa$gd#K$5B!"""#,####$$:%<%%%&&&&''''((t(v(((**,HoHpHIIIIIIJfJgJJJ˱˱˱˱˱˱˱˱˱˱3h#h#6B*CJKHOJQJ]^JaJphOI^U3h#h#5B*CJKHOJQJ\^JaJphOI^-h#h#B*CJKHOJQJ^JaJphOI^h#h#CJKHaJ h#h#CJKHOJQJ^J:!!""""""##-#/####$$1$Ifa$gd#K$$d,$1$4$Ifa$gd######$$$.$LKkd#$IfK$L$0$ $ 634aKkd$IfK$L$0$ $ 634a$$1$Ifa$gd#K$$$1$Ifa$gd#.$6%:%<%T%X%%%%LKkd$IfK$L$0$ $ 634aKkd$IfK$L$0$ $ 634a$$1$Ifa$gd#K$$$1$Ifa$gd#%&&&&&&&&LKkd$IfK$L$0$ $ 634aKkdU$IfK$L$0$ $ 634a$$1$Ifa$gd#K$$$1$Ifa$gd#&''''''''LKkd$IfK$L$0$ $ 634aKkd!$IfK$L$0$ $ 634a$$1$Ifa$gd#K$$$1$Ifa$gd#' (((0(4(t(v((LKkdS$IfK$L$0$ $ 634aKkd$IfK$L$0$ $ 634a$$1$Ifa$gd#K$$$1$Ifa$gd#(((((*** +LKkd$IfK$L$0$ $ 634aKkd$IfK$L$0$ $ 634a$$1$Ifa$gd#K$$$1$Ifa$gd#70% of the total issued share capital of the Company and is currently the largest shareholder of the CompanyTransactionThe transaction contemplated under the Transfer Agreement in relation to the acquisition of the Office and the Land Use RightsTransfer Agreementthe agreement dated 17 January 2008 entered into between the Company and SXIT in relation to the TransactionZiboZibo City, situated in Shandong Province of the PRC By Order of the Board Shandong Xinhua Pharmaceutical Company Limited Guo Qin Chairman18 January 2008, Zibo, PRCAs at the date of this announcement, the Board comprises:DirectorsIndependent non-executive DirectorsMs. Guo Qin (Chairman)Mr. Dai QingjunMr. Liu ZhenwenMr. Mok Chung Kwan, StephenMr. Ren FulongMr. Xu GuojunMr. Zhao SongguoMr. Sun Minggao  +mHoHpH~HHHIILKkd$IfK$L$0$ $ 634aKkd$IfK$L$0$ $ 634a$$1$Ifa$gd#K$$$1$Ifa$gd#IIIIIIIIILKkd$IfK$L$0$ $ 634aKkdQ$IfK$L$0$ $ 634a$$1$Ifa$gd#$$1$Ifa$gd#K$IIIIJgJJ K KKK+K-KgKiKsKKKKkd $IfK$L$0!634a$$1$Ifa$gd#K$$d,$1$4$Ifa$gd#JJ KiKKKKKKK L L/L0L2L3L4L轰谬h#h#h#CJKHaJ h#h#CJKHOJQJ^J3h#h#6B*CJKHOJQJ]^JaJphOI^-h#h#B*CJKHOJQJ^JaJphOI^KKKKKKKK LZKkd $IfK$L$0!634aKkdu $IfK$L$0!634a$$1$Ifa$gd#K$ L LL/L0L2LI7$d,$1$4$Ifa$gd#Kkd} $IfK$L$0!634a$$1$Ifa$gd#K$$$1$Ifa$gd#K$Kkd% $IfK$L$0!634a2L3L4LBkd $$IfT6#2634ayt#T0182P. 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