SHENZHEN NEPTUNUS INTERLONG

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					Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no          Rule 19.58(1)

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   Rule 2.19

in reliance upon the whole or any part of the contents of this announcement.




SHENZHEN NEPTUNUS INTERLONG BIO-TECHNIQUE COMPANY LIMITED*                                            Rule 17.52A

          (a joint stock limited company incorporated in the People’s Republic of China)
                                     (Stock Code: 8329)

                  CONTINUING CONNECTED TRANSACTIONS

                                                                                                      Rule 19.58(4)
 The Board is pleased to announce that (i) Neptunus Fuyao, a subsidiary of the                        Rule 19.60(1)

 Company, entered into a sale of goods agreement with Nepstar, a company
 indirectly owned by the chairman of our Board, Mr. Zhang Si Min, and a connected
 person of the Company, on 4 May 2011 (“Nepstar Agreement”) and (ii) Neptunus
 Jinxiang, a subsidiary of Neptunus Fuyao, entered into a sale of goods agreement
 with Neptunus Changjian, a fellow subsidiary and a connected person of the
 Company, on 4 May 2011 (“Changjian Agreement”). Under the Nepstar Agreement,
 Neptunus Fuyao agreed to supply self-manufactured drugs, including generic drugs
 and herbal medicine, to Nepstar for the period from 4 May 2011 to 31 December
 2011 while under the Changjian Agreement, Neptunus Jinxiang agreed to supply
 self-manufactured drugs, including generic drugs and herbal medicine, to
 Neptunus Changjian for the period from 4 May 2011 to 31 December 2011.

 The Nepstar Agreement and the Changjian Agreement constitute two continuing
 connected transactions for the Company under the GEM Listing Rules. The
 Nepstar Sales Cap for the period from 4 May 2011 to 31 December 2011 will not
 exceed RMB8,200,000 (approximately HK$9,762,000). The Changjian Sales Cap
 for the period from 4 May 2011 to 31 December 2011 will not exceed
 RMB8,300,000 (approximately HK$9,881,000). As all the applicable percentage
 ratios (other than the profits ratio) for the Nepstar Sales Cap and the Changjian
 Sales Cap are less than 25% and both the Nepstar Sales Cap and the Changjian
 Sales Cap are less than HK$10,000,000, both the Nepstar Agreement and the
 Changjian Agreement are only subject to the reporting and announcement
 requirements and are exempt from the independent Shareholders’ approval
 requirement pursuant to Rule 20.34 of the GEM Listing Rules.




                                            — 1 —
SALE OF GOODS AGREEMENTS

The Board is pleased to announce that (i) Neptunus Fuyao, a subsidiary of the
Company, entered into a sale of goods agreement with Nepstar, a company indirectly
owned by the chairman of our Board, Mr. Zhang Si Min, and a connected person of
the Company, on 4 May 2011 (“Nepstar Agreement”) and (ii) Neptunus Jinxiang, a
subsidiary of Neptunus Fuyao, entered into a sale of goods agreement with Neptunus
Changjian, a fellow subsidiary and a connected person of the Company, on 4 May
2011 (“Changjian Agreement”). Brief terms of the Nepstar Agreement and the
Changjian Agreement are set out below:

I.   Nepstar Agreement

1.   Products to be provided by Neptunus Fuyao

     Pursuant to the Nepstar Agreement, among other things, Neptunus Fuyao will            Rule 19.60(1)

     provide self-manufactured drugs, including generic drugs and herbal medicine,
     to Nepstar.

2.   Duration of the Nepstar Agreement

     The term of the Nepstar Agreement is from 4 May 2011 to 31 December 2011.

3.   Supply of goods and sales cap

     Pursuant to the Nepstar Agreement, Neptunus Fuyao will supply the goods at the        Rule 19.58(6)

     prescribed prices to Nepstar. The consideration of the goods supplied by
     Neptunus Fuyao will be settled on monthly basis. All the terms of the Nepstar
     Agreement were arrived at after arm’s length negotiations between Neptunus
     Fuyao and Nepstar.

     The Nepstar Sales Cap will not exceed RMB8,200,000 (approximately
     HK$9,762,000).

     In arriving at the Nepstar Sales Cap, the Directors have considered the total sales
     amount of the goods supplied by Neptunus Fuyao to Nepstar in December 2010,
     which amounted to approximately RMB778,000 (approximately HK$926,000).

     Based on the consideration set out above, the Directors (including the
     independent non-executive Directors) are of the view that the Nepstar Sales Cap
     is fair and reasonable and in the interests of the Company and the Shareholders
     as a whole. If the Nepstar Sales Cap is exceeded in the relevant period, the
     Company will re-comply with the requirements under Chapter 20 of the GEM
     Listing Rules.


                                       — 2 —
II. Changjian Agreement

1.   Products to be provided by Neptunus Jinxiang

     Pursuant to the Changjian Agreement, among other things, Neptunus Jinxiang         Rule 19.60(1)

     will provide self-manufactured drugs, including generic drugs and herbal
     medicine, to Neptunus Changjian.

2.   Duration of the Changjian Agreement

     The term of the Changjian Agreement is from 4 May 2011 to 31 December 2011.

3.   Supply of goods and sales cap

     Pursuant to the Changjian Agreement, Neptunus Jinxiang will supply the goods       Rule 19.58(6)

     at the prescribed prices to Neptunus Changjian. The consideration of the goods
     supplied by Neptunus Jinxiang will be settled on monthly basis. All the terms of
     the Changjian Agreement were arrived at after arm’s length negotiations between
     Neptunus Jinxiang and Neptunus Changjian.

     The Changjian Sales Cap will not exceed RMB8,300,000 (approximately
     HK$9,881,000).

     In arriving at the Changjian Sales Cap, the Directors have considered the total
     sales amount of the goods supplied by Neptunus Jinxiang to Neptunus Changjian
     in December 2010, which amounted to approximately RMB618,000
     (approximately HK$736,000).

     Based on the consideration set out above, the Directors (including the
     independent non-executive Directors) are of the view that the Changjian Sales
     Cap is fair and reasonable and in the interests of the Company and the
     Shareholders as a whole. If the Changjian Sales Cap is exceeded in the relevant
     period, the Company will re-comply with the requirements under Chapter 20 of
     the GEM Listing Rules.

REASONS FOR AND BENEFITS OF ENTERING INTO OF THE SALE OF
GOODS AGREEMENTS

As from January 2009, the Group has been focusing its activities on the expansion
of the research and development business by providing research and development
services to Neptunus Pharmaceutical. In 2010, the Company acquired 80% equity
interests in Neptunus Fuyao with a view to rapidly expanding its revenue source of
the main businesses through the incorporation of herbal medicine, generic drugs,
transfusion and anti-tumor drugs businesses. In view of the established nationwide


                                      — 3 —
retail sales networks of Nepstar and Neptunus Changjian for drugs and health
products in China, the Board considers that the entering into of the Nepstar
Agreement and the Changjian Agreement will improve the distribution and sale of the
self-manufactured drugs of Neptunus Fuyao and Neptunus Jinxiang and will generate
stable revenue for the Group in the coming few years.

To the best of the Directors’ knowledge, information and belief and having made all        Rule 20.56

reasonable enquiries, no Director has a material interest in the transactions
contemplated under the Nepstar Agreement and the Changjian Agreement, save and
except (a) the chairman of the Board, Mr. Zhang Si Min, who is also the chairman
of the respective boards of Nepstar and Neptunus Changjian, and (b) the
non-executive Director, Ms. Yu Lin, who is also the director of Neptunus
Bio-engineering which in turn is indirectly interested in 100% equity interest in
Neptunus Changjian. In this connection, Mr. Zhang Si Min had abstained from voting
in the written resolutions of the Board for approving both the Nepstar Agreement and
the Changjian Agreement and Ms. Yu Lin had abstained from voting in the written
resolutions of the Board for approving the Changjian Agreement. Having considered
the above, the remaining Directors (including the independent non-executive
Directors) take the view that the Nepstar Agreement and the Changjian Agreement
have been: (i) entered into in the Group’s ordinary and usual course of business; and
(ii) on normal commercial terms determined on an arm’s length basis and on terms
that are fair and reasonable and in the interests of the Company and its Shareholders
as a whole.

INFORMATION ON THE COMPANY, NEPSTAR AND NEPTUNUS
CHANGJIAN

The Company is principally engaged in the research and development of modern               Rule 19.58(3)

biological technology business and it also carries on the development, production and
sale of influenza vaccines, herbal medicine, generic drugs, transfusion and
anti-tumor drugs through its subsidiaries.

Nepstar is a limited liability company incorporated in the PRC. Mr. Zhang Si Min,          Rule 20.56(2)

the chairman of the Board, is indirectly interested in 51.5% equity interest in Nepstar.
Therefore, Nepstar is an associate of Mr. Zhang Si Min and thus a connected person
of the Company under the GEM Listing Rules. Nepstar is principally engaged in the
business of the retail of pharmaceutical products and health products.

Neptunus Changjian is a limited liability company incorporated in the PRC which is         Rule 19.58(3)

indirectly held as to 100% by Neptunus Bio-engineering, which in turn is the
controlling shareholder of the Company under the GEM Listing Rules. Therefore,
Neptunus Changjian is an associate of Neptunus Bio-engineering and thus a
connected person of the Company under the GEM Listing Rules. The principal
activity of Neptunus Changjian is the wholesale of pharmaceutical products, health
products and food.


                                       — 4 —
IMPLICATIONS OF THE GEM LISTING RULES

The entering into of (i) the Nepstar Agreement by Neptunus Fuyao and Nepstar, a         Rule 20.56(1)

connected person of the Company, for a continuous period during the term of the
Nepstar Agreement and (ii) the Changjian Agreement by Neptunus Jinxiang and
Neptunus Changjian, a connected person of the Company, for a continuous period
during the term of the Changjian Agreement, constitute two continuing connected
transactions for the Company under the GEM Listing Rules. As all the applicable
percentage ratios (other than the profits ratio) for the Nepstar Sales Cap and the
Changjian Sales Cap are less than 25% and both the Nepstar Sales Cap and the
Changjian Sales Cap are less than HK$10,000,000, both the Nepstar Agreement and
the Changjian Agreement are only subject to the reporting and announcement
requirements and are exempt from the independent Shareholders’ approval
requirement pursuant to Rule 20.34 of the GEM Listing Rules.

Particulars of the Nepstar Agreement and the Changjian Agreement will be disclosed
in the annual report of the Company in the future for the financial year during which
the Nepstar Agreement and the Changjian Agreement remain valid in accordance with
Rule 20.46 of the GEM Listing Rules.

DEFINITIONS

In this announcement, the following terms have the same meanings as set out below:

“Board”                  the board of Directors of the Company;

“Changjian               the sale of goods agreement entered into between Neptunus
 Agreement”              Jinxiang and Neptunus Changjian on 4 May 2011 relating to
                         the provision of self-manufactured drugs, including generic
                         drugs and herbal medicine;

“Changjian Sales Cap” the estimated maximum aggregate sales amount under the
                      Changjian Agreement for the period from 4 May 2011 to 31
                      December 2011, as set out in the section headed “Sale of
                      Goods Agreements” of this announcement;

“Company”                                                         (Shenzhen
                         Neptunus Interlong Bio-technique Company Limited*),
                         whose H Shares are listed on GEM;

“Director(s)”            the director(s) of the Company;

“GEM”                    the Growth Enterprise Market of the Stock Exchange;

“GEM Listing Rules”      the Rules Governing the Listing of Securities on GEM;


                                      — 5 —
“HK$”                  Hong Kong dollar(s), the lawful currency of Hong Kong;

“Hong Kong”            the Hong Kong Special Administrative Region of the PRC;

“Nepstar”                                               (Shenzhen       Nepstar
                       Pharmaceutical Company Limited), a limited liability
                       company incorporated in the PRC with a registered capital
                       of   RMB58,452,711     (equivalent   to   approximately
                       HK$69,586,561) which is indirectly held as to 51.5% by
                       Mr. Zhang Si Min;

“Nepstar Agreement”    the sale of goods agreement entered into between Neptunus
                       Fuyao and Nepstar on 4 May 2011 relating to the provision
                       of self-manufactured drugs, including generic drugs and
                       herbal medicine;

“Nepstar Sales Cap”    the estimated maximum aggregate sales amount under the
                       Nepstar Agreement for the period from 4 May 2011 to 31
                       December 2011, as set out in the section headed “Sale of
                       Goods Agreements” of this announcement;

“Neptunus                                                (Shenzhen Neptunus
 Bio-engineering”      Bio-engineering Company Limited*), a joint stock limited
                       company incorporated in the PRC with a registered capital
                       of RMB652,510,385 (equivalent to approximately
                       HK$776,798,077) whose shares are listed on the Shenzhen
                       Stock Exchange;

“Neptunus Changjian”                                     (Shenzhen       Neptunus
                       Changjian Pharmaceutical Company Limited*), a limited
                       liability company incorporated in the PRC with a registered
                       capital of RMB3,000,000 (equivalent to approximately
                       HK$3,571,429) which is indirectly held as to 100% by
                       Neptunus Bio-engineering;

“Neptunus Fuyao”                                    (Fuzhou Neptunus Fuyao
                       Pharmaceutical Company Limited*), a limited liability
                       company incorporated in the PRC with a registered capital
                       of   RMB30,000,000     (equivalent   to   approximately
                       HK$35,714,285) which is currently held as to 80% by the
                       Company;




                                   — 6 —
“Neptunus Jinxiang”                                                (Fuzhou     Neptunus
                             Jinxiang Pharmarcetical Company Limited*), a limited
                             liability company incorporated in the PRC with a registered
                             capital of RMB10,000,000 (equivalent to approximately
                             HK$11,904,762) which is currently held as to 95% by
                             Neptunus Fuyao;

“PRC”                        the People’s Republic of China;

“RMB”                        Renminbi, the lawful currency of the PRC;

“Shareholders”               the holders of Shares;

“Shares”                     ordinary shares of RMB0.1 each of the Company; and

“Stock Exchange”             The Stock Exchange of Hong Kong Limited.

Translation of RMB into HK$ in this announcement is based on the exchange rate of HK$1 =
RMB0.84. Such exchange rate is for the purpose of illustration only and does not constitute a
representation that any amount has been, could have been or may be converted at such or any other
rates or at all.

                                                                         By order of the Board
                                                                            Zhang Si Min
                                                                              Chairman

Hong Kong, 4 May 2011

* For identification purposes only

As at the date of this announcement, the executive Directors are Mr. Zhang Si Min and Mr. Chai Xiang
Dong; the non-executive Directors are Mr. Ren De Quan and Ms. Yu Lin; and the independent
non-executive Directors are Mr. Lu Sun, Mr. Yick Wing Fat, Simon and Mr. Poon Ka Yeung.


This announcement, for which the Directors collectively and individually accept full responsibility,
includes particulars given in compliance with the GEM Listing Rules for the purpose of giving
information with regard to the Company. The Directors, having made all reasonable enquiries,
confirm that, to the best of their knowledge and belief: (1) the information contained in this
announcement is accurate and complete in all material respects and not misleading or deceptive; and
(2) there are no other matters the omission of which would make any statement in this announcement
or this announcement misleading.

This announcement will remain on the GEM website at http://www.hkgem.com on the “latest company
announcement” page for at least 7 days from the day of its posting and on the Company’s website at
www.interlong.com.



                                             — 7 —

				
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posted:9/13/2011
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