Announcements and Notices - Extension of Longstop Date in Respect of Discloseable Transaction: Acquisition of Sale Shares (Involving the Issue of Consideration Shares under General Mandate)

Microsoft Word - E1889 Ann _extension_ 20160629

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.

WUYI INTERNATIONAL PHARMACEUTICAL COMPANY LIMITED

武武武武夷夷夷夷國國國國際際際際藥藥藥藥業業業業有有有有限限限限公公公公司司司司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1889)

EXTENSION OF LONGSTOP DATE IN RESPECT OF DISCLOSEABLE TRANSACTION: ACQUISITION OF SALE SHARES (INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE)

The longstop date for fulfillment of the Conditions to Completion in accordance with the Share Transfer Agreement has been extended to 31 December 2016.

Reference is made to the announcement of Wuyi International Pharmaceutical Company Limited (the "Company") dated 10 December 2015 (the "Announcement") in relation to the acquisition by the Group of 100% equity interest in the Target Company pursuant to the conditional sale and purchase agreement (the "Share Transfer Agreement") dated 9 December 2015 entered into the Company, the Purchaser, the Target Company and the Vendors.

Unless the context otherwise requires, capitalized terms used herein have the same meanings as those defined in the Announcement.

EXTENSION OF LONGSTOP DATE

As disclosed in the Announcement, Completion is conditional upon the satisfaction of the following conditions precedent (the "Conditions") on or before 30 June 2016 (or such later date as agreed by the Parties) (the "Longstop Date"):

1. the Vendors warranted that all the substantial information in respect of the Target Company are true and accurate;

2. the undertakings and warranties given by the Purchaser under the Share Transfer Agreement are complied with and the Purchaser has not breached the Share Transfer Agreement;

3. the undertakings and warranties given by the Vendors under the Share Transfer Agreement are complied with and the Vendors have not breached the Share Transfer Agreement;

4. the Purchaser being reasonably satisfied with the results of the due diligence (including but not limited to the financial and legal aspects) on the Target Company;

5. the expected required approvals and consents in connection with the Share Transfer Agreement from government authorities and regulatory authorities have been obtained;

6. the Vendors have undertaken not to compete with the business of the Target Company or the business of the Company in any form;

7. the Stock Exchange has granted approval for the listing of and permission to deal in the Consideration Shares issued to the Vendors (or their nominees) (who shall not be connected person(s) of the Company) by the Company on the Stock Exchange; and

8. the Target Company has completed the transfer of Sale Shares and the Group has obtained the business license of the Target Company after the alteration.

As additional time is required for the fulfillment of the Conditions, all of the Parties have agreed in writing to extend the Longstop Date from 30 June 2016 to 31 December 2016 (or such later date as agreed by the Parties).

Save for the extension of the Longstop Date, all other terms and conditions of the Share Transfer Agreement remain unchanged and in full force and effect.

The Board considers the extension of the Longstop Date, which has been agreed after arm's length negotiations between the Company and the Parties, do not have any material adverse effect on the Group, and are in the interests of the Company and the Shareholders as a whole.

As Completion is conditional and may or may not proceed, Shareholders and potential investors shall exercise caution when dealing in the securities of the Company.

By Order of the Board

Wuyi International Pharmaceutical Company Limited Lin Ou Wen

Chairman and Chief Executive Officer

Hong Kong, 29 June 2016

As at the date of this announcement, the Board comprises 1 Executive Director, namely Mr. Lin Ou Wen (Chairman), 1 Non-executive Director, namely Mr. John Yang Wang, and 3 Independent Non-executive Directors, namely Mr. Liu Jun, Mr. Lam Yat Cheong and Mr. Du Jian.