ࡱ>   q` RbjbjqPqP::L% R R R f CCC8CDlf &F&F"HFHFHFHHHܵ޵޵޵޵޵޵$Oh:uR VrH@HVV HFHF*w^^^V RHFR HFܵ^Vܵ^^0 "R HFF LօMC[*`J00.\&R tH|.K^Ll`NHHHT^jHHHVVVVf f f D8Cf f f Cf f f   Hong 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 company established in the People s Republic of China with limited liability)(Stock Code: 0719)CONTINUING CONNECTED TRANSACTIONSThe highest annual cap in relation to the Continuing Connected Transactions under the SXPGC Agreement for the years 2013, 2014 and 2015 is RMB230,000,000. The applicable percentage ratios (as defined in the Listing Rules) exceed 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 Continuing Connected Transactions contemplated under the SXPGC Agreement will constitute non-exempt continuing connected transactions and are subject to the reporting and announcement requirements under rules14A.45 to 14A.47 of the Listing Rules, the independent shareholders approval requirements under rule 14A.48 of the Listing Rules, the annual review requirements under rules 14A.37 to 14A.40 of the Listing Rules and the requirements set out in rules 14A.35(1) and 14A.35(2) of the Listing Rules.B. Continuing connected transactions between the Company and/ or its subsidiaries and EastwestThe Board announces that on 26 October 2012, the Company and Eastwest entered into the Eastwest Agreement in relation to the Company and/or its subsidiaries supplying pharmaceutical products to Eastwest for a period of three years from 1 January 2013 to 31 December 2015.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 2013, 2014 and 2015 under the Eastwest Agreement is RMB20,000,000. The applicable percentage ratios (as defined in the Listing Rules) are less than 5% on an annual basis. In accordance with rule 14A.34 of the Listing Rules, the continuing connected transactions under the Eastwest Agreement are only subject to the reporting and announcement requirements as described in rules 14A.45 to 14A.47 of the Listing Rules, the annual review requirements set out in rules 14A.37 to 14A.40 of the Listing Rules and the requirements set out in rules 14A.35(1) and 14A.35(2) of the Listing Rules. The continuing connected transactions are exempt from independent shareholders approval requirements. Independent Shareholders approvalThe EGM will be convened and held, among other things, to seek approval from the Independent Shareholders in relation to the SXPGC Agreement and the proposed annual caps in relation to the Continuing Connected Transactions under the SXPGC Agreement. SXPGC and its associates will be required to abstain from voting at the EGM. An Independent Board Committee has been established to advise the Independent Shareholders on the SXPGC Agreement and the proposed annual caps in relation to the Continuing Connected Transactions under the SXPGC Agreement. The Company has appointed Veda Capital Limited as its independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of and the proposed annual caps in relation to the Continuing Connected Transactions under the SXPGC Agreement. A circular containing, among other things, (i) details of the SXPGC Agreement and the proposed annual caps under the SXPGC Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) the recommendations of the independent financial adviser; and (iv) a notice to convene the EGM will be dispatched to the Shareholders on or before 16 November 2012. A. Background informationOn 28 October 2009, the Company entered into an agreement with SXPGC in relation to the Company and/or its subsidiaries purchasing and selling certain products and/or services from and to SXPGC and/ or its subsidiaries for a period of three years from 1 January 2010 to 31 December 2012. An announcement was made on 28 October 2009. As the above agreement will expire on 31 December 2012, the Company has entered into the SXPGC Agreement with SXPGC for a period of three years commencing from 1 January 2013. On 28 October 2009, the Company entered into an agreement with Eastwest in relation to the Company and/ or its subsidiaries supplying pharmaceutical products to Eastwest for a period of three years from 1 January 2010 to 31 December 2012. An announcement was made on 28 October 2009. As the above agreement will expire on 31 December 2012, the Company has entered into the Eastwest Agreement with Eastwest for a period of three years commencing from 1 January 2013. B. Continuing Connected Transactions under the SXPGC AgreementSXPGC AgreementDate : 26 October 2012Parties : (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 and/or its subsidiaries 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 and/or its subsidiaries to any independent third parties.The Company and/or its subsidiaries 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 by the Company and/or its subsidiaries 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 and/or its subsidiaries 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 2013 to 31 December 2015.Proposed annual caps for the SXPGC AgreementThe proposed annual caps in relation to the Continuing Connected Transactions under the SXPGC Agreement are as follows:-2013(RMB000)2014(RMB000)2015(RMB000)Sale of waste materials, supply of water, electricity and steam to SXPGC and/or its subsidiaries20,00025,00030,000Purchase of accessories, raw materials and packaging materials from SXPGC and/or its subsidiaries150,000170,000200,000Total170,000195,000230,000The Company determined the above annual caps under the SXPGC Agreement on basis of the following factors:-the historical figures in 2010, 2011 and January to September 2012 for the transactions between the Company and/or its subsidiaries and SXPGC and/or its subsidiaries (see table 1 below); the demand set out by SXPGC and/or its subsidiaries; the demand set out by the Company and/or its subsidiaries; the development in the business of the Company and/or its subsidiaries; andexpected rise in market prices of chemical products in the future.Table 1 Historical figures in 2010, 2011 and January to September 2012 for the transactions between the Company and/or its subsidiaries and SXPGC and/or its subsidiaries 2010(RMB000)2011(RMB000)January to September 2012(RMB000)1. Sale of waste materials, supply of water, electricity and steam to SXPGC and/or its subsidiaries11,48011,1148,9802.Purchase of accessories, raw materials and packaging materials from SXPGC and/or its subsidiaries64,43752,97245,630Total75,91764,08654,610Reasons for and benefits of the Continuing Connected Transactions 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 Continuing Connected 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 Continuing Connected Transactions under the SXPGC Agreement are fair and reasonable.Implications under the Listing RulesThe highest annual cap in relation to the Continuing Connected Transactions under the SXPGC Agreement for the years 2013, 2014 and 2015 is RMB230,000,000. The applicable percentage ratios (as defined in the Listing Rules) exceed 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 Continuing Connected Transactions contemplated under the SXPGC Agreement will constitute non-exempt continuing connected transactions and are subject to the reporting and announcement requirements under rules 14A.45 to 14A.47 of the Listing Rules, the independent shareholders approval requirements under rule 14A.48 of the Listing Rules, the annual review requirements under rules 14A.37 to 14A.40 of the Listing Rules and the requirements set out in rules 14A.35(1) and 14A.35(2) of the Listing Rules.Connected relationship As at the date of this announcement, SXPGC holds 36.32% equity interest of the Company and is therefore a connected person under the Listing Rules. The transactions contemplated under the SXPGC 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/ or its subsidiaries and EastwestEastwest AgreementDate : 26 October 2012Parties : (i) the Company (ii) EastwestPrincipal terms and conditionsThe Company and Eastwest entered into the Eastwest Agreement in relation to the Company and/or its subsidiaries supplying the pharmaceutical products to Eastwest for a period of three years from 1 January 2013 to 31 December 2015. Payment termsThe price of the pharmaceutical products is based on the prevailing market price.Eastwest shall pay the Company and/or its subsidiaries 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:-2013(RMB 000)2014(RMB 000)2015(RMB 000)Proposed annual caps16,00018,00020,000The Company has determined the above annual caps based on the following factors:-the historical figures in 2010, 2011 and January to September 2012 for the transactions between the Company and/ or its subsidiaries and Eastwest (please see Table 2 below); and the demand by Eastwest; andexpected rise in market prices of chemical raw materials for the production of pharmaceutical products in the future.Table 2- Historical figures in 2010, 2011 and January to September 2012 for the transactions between the Company and/ or its subsidiaries and Eastwest2010(RMB000)2011(RMB000)January to September 2012(RMB000)Total consideration6,2954,5997,940Reasons for and benefits of the continuing connected transactions between the Company and/ or its subsidiaries 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 2013, 2014 and 2015 under the Eastwest Agreement is RMB20,000,000. The applicable percentage ratios (as defined in the Listing Rules) are less than 5% on an annual basis. In accordance with rule 14A.34 of the Listing Rules, the continuing connected transactions are only subject to the reporting and announcement requirements as described in rules 14A.45 to 14A.47 of the Listing Rules, the annual review requirements set out in rules 14A.37 to 14A.40 of the Listing Rules and the requirements set out in rules 14A.35(1) and 14A.35(2) of the Listing Rules. The continuing connected transactions are exempt from the independent shareholders approval requirements.Information about EastwestEastwest is principally engaged in trading business. D. Independent Shareholders approvalThe EGM will be convened and held, among other things, to seek approval from the Independent Shareholders in relation to the SXPGC Agreement and the proposed annual caps in relation to the Continuing Connected Transactions under the SXPGC Agreement. SXPGC and its associates will be required to abstain from voting at the EGM. An Independent Board Committee has been established to advise the Independent Shareholders on the SXPGC Agreement and the proposed annual caps in relation to the Continuing Connected Transactions under the SXPGC Agreement. The Company has appointed Veda Capital Limited as its independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of and the proposed annual caps in relation to the Continuing Connected Transactions under the SXPGC Agreement. A circular containing, among other things, (i) details of the SXPGC Agreement and the proposed annual caps under the SXPGC Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) the recommendations of the independent financial adviser; and (iv) a notice to convene the EGM will be dispatched to the Shareholders on or before 16 November 2012.E. Definitions In 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; Continuing Connected Transactions means the selling of certain products by the Company and/or its subsidiaries to SXPGC and/or its subsidiaries and the purchasing of accessories, raw materials and packaging materials by the Company and/or its subsidiaries from SXPGC and/or its subsidiaries for the years 2013, 2014 and 2015 under the SXPGC Agreement;Directorsmeans the directors of the Company;Eastwestmeans 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 26 October 2012;EGMmeans the extraordinary general meeting of the Company to be held on 28 December 2012 for the purpose of approving, among other things, the SXPGC Agreement and the proposed annual caps under the SXPGC Agreement; 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 Directors which is constituted for the purpose of considering the SXPGC Agreement and the proposed annual caps under the SXPGC Agreement; Independent Shareholdersmeans Shareholders other than SXPGC and its associates (as defined under 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;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 36.32% of the total issued share capital of the Company and is currently the largest shareholder of the Company; SXPGC Agreement means the written agreement entered into between the Company and SXPGC dated 26 October 2012; and Xinhua Eastwest meansmZSe-N gPNlQS (Zibo Xinhua-Eastwest Pharmaceutical Company Limited), a PRC joint venture owned 75% by the Company and 25% by Eastwest . 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Continuing Connected Transactions under the SXPGC AgreementSXPGC AgreementThe Board announces that on 26 October 2012, the Company and SXPGC entered into the SXPGC Agreement in relation to the Company and/or its subsidiaries purchasing and selling certain products and/or services from and to SXPGC and/or its subsidiaries for a period of three years from 1 January 2013 to 31 December 2015. As at the date of this announcement, SXPGC holds and owns 36.32% 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. 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