untitled

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.‌‌‌‌‌‌

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Lansen Pharmaceutical Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

LANSEN PHARMACEUTICAL HOLDINGS LIMITED

朗 生 醫 藥 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 503)

CONNECTED AND DISCLOSEABLE TRANSACTION IN

RELATION TO THE SECOND TRANCHE SUBSCRIPTION IN HAOTIAN HOLDINGS LIMITED

AND

CONTINUING CONNECTED AND DISCLOSEABLE TRANSACTION IN RELATION TO

THE CROSS GUARANTEE AGREEMENT AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' of this circular.

A notice of the EGM to be held at Admiralty Conference Centre (ACC), 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 13 July 2016 at 2 : 30 p.m. is set out on pages 70 to 72 of this circular. Whether or not you are able to attend the EGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

28 June 2016

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board ... ........ ....... ....... ........ ....... ........ ....... ....... 6

Letter from the Independent Board Committee 24

Letter from Gram Capital 26

Appendix I: - Valuation Report 44

Appendix II: - General Information 65

Notice of EGM 70

In this circular, the following expressions shall, unless the context otherwise requires, have the following meanings:

''Announcement'' the announcement dated 24 June 2016 issued by the Company in relation to the Second Tranche Subscription and the execution of the Cross Guarantee Agreement

''Ascent Partners'' Ascent Partners Valuation Service Limited, an independent professional valuer in Hong Kong

''associate(s)'' has the meaning given to it under the Listing Rules ''Board'' the board of Directors

''CI Biotechnology'' Cathay International Biotechnology and Pharmaceutical (China) Limited, a company incorporated in the British Virgin Islands with limited liability

''CIH'' Cathay International Holdings Limited, a company incorporated in Bermuda and whose shares are listed on the London Stock Exchange

''Company'' Lansen Pharmaceutical Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability whose shares are listed and trade on the Main Board of The Stock Exchange

''connected person'' has the meaning given to it under the Listing Rules

''continuing connected transaction''

has the meaning given to it under the Listing Rules

''controlling

shareholder''

has the meaning given to it under the Listing Rules

''Cross Guarantee Agreement''

the agreement entered into between Jilin Haizi, Ningbo Liwah and Lansen BVI on 24 June 2016, pursuant to which the parties thereto have agreed to provide certain guarantees to the banks in relation to bank facilities of each other as and when necessary

''Directors'' the directors of the Company, and a ''Director'' means any one of them

''EGM'' a extraordinary general meeting of the Company to be held at Admiralty Conference Centre (ACC), 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 13 July 2016 at 2 : 30 p.m. to approve the Transactions

''First Completion Date''

29 March 2016

''First Tranche

Consideration''

the consideration for the First Tranche Subscription Shares, being RMB33 million

''First Tranche Subscription''

the subscription of the First Tranche Subscription Shares at the First Tranche Consideration pursuant to the Subscription Agreement

''First Tranche

Subscription Shares''

new Haotian (BVI) shares representing approximately 19.1% of the total issued share capital of Haotian (BVI) as at the Latest Practicable Date. Assuming the Subscriber proceeds with the Second Tranche Subscription, the First Tranche Subscription Shares will be diluted to 16.5% of the total issued share capital of Haotian (BVI) as enlarged by the Second Tranche Subscription

''Gram Capital'' Gram Capital Limited, a licensed corporation to carry out Type

6 (advising on corporate finance) regulated activity under the SFO and being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Transactions

''Group'' the Company and its subsidiaries from time to time

''Guarantee Cap'' the maximum aggregate value of the guarantees that Lansen BVI has agreed to procure its subsidiary, as appropriate, to provide to Jilin Haizi under the reciprocal arrangement of the Cross Guarantee Agreement during the Effective Period

''Haotian (BVI)'' Haotian Holdings Limited, a company incorporated in the British Virgin Islands with limited liability

''Haotian Group'' Haotian (BVI) and its subsidiaries

''Haotian

Management''

the senior management of the Haotian Group

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Independent Board Committee''

the board committee of the Board comprising all independent non-executive Directors established by the Board to advise the Independent Shareholders on the Transactions and how to vote in respect of Transaction at the EGM

''Independent

Shareholders''

Shareholders other than CIH

Lansen Pharmaceutical Holdings Co. Ltd. published this content on 28 June 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 June 2016 06:15:02 UTC.

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