Stock Code:000513, 200513 Short form of Stock Name: Livzon Group, Livzon B Announcement No.: 2013-69
Livzon Pharmaceutical Group Inc.
Announcement on Implementation Plan of Cash Option for B Shares regarding
the Change in Venue for the Listing and Trading of its Domestic Listed Foreign
Shares to the Main Board of the Stock Exchange of Hong Kong Limited by way
of Introduction
Livzon Pharmaceutical Group Inc. (hereinafter referred to as the “Company”) and all members of its
Board of Directors hereby ensure that this announcement is true, accurate and complete without any
false information, misleading statement or material omission.
Special instructions:
1. On 13 December 2013, the Company obtained the approval-in-principle from the Listing
Committee of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the
“Hong Kong Stock Exchange”), which conditionally approved the Company’s application
for changing the venue for the listing and trading of its domestic listed foreign shares to
the Main Board of the Hong Kong Stock Exchange by way of introduction. Upon
application, trading of the Company’s B Shares will be suspended from 23 December 2013.
The trading day before the suspension, i.e. 20 December 2013, is the last trading day for
the Company’s B Shares. Afterwards, the cash option distribution, exercise application,
clearing and settlement for the B Shares will commence. Trading of the B Shares will then
suspend.
2. Upon the closure of the application for the exercise of cash option, if more than 50% of the
B Shares (i.e. 30,666,651 B Shares) in public hands are held by the three largest public
holders of the Company’s B Shares, the Company will fail to satisfy the conditions for
Listing under the Hong Kong Listing Rules, then the cash options will not be cleared and
settled. The Implementation Plan shall terminate and the B Shares of the Company will
resume to be listed and traded on the B Shares Market of Shenzhen Stock Exchange.
Note: Pursuant to the provisions of the HK Listing Rules, Topsino is regarded as a connected person of the
Company, which is holding 50,660,052 B Shares of the Company, and will not be accounted for as public
shareholding. As such, the total number of the Company’s B Shares is 111,993,354 shares. The public
shareholding of the Company’s B Shares is 61,333,302 B Shares, and 50% of such shareholding is
30,666,651 B Shares.
3. When the cash option exercise completes and there are not less than 300 foreign public
shareholders with securities accounts opened in Hong Kong, the Company will apply to
Shenzhen Stock Exchange for delisting of its B Shares. After it receives the official
approval letter from the Hong Kong Stock Exchange for the listing of the Company’s H
Shares, B Shares will be listed and traded on the Main Board of the Hong Kong Stock
Exchange in the form of H Shares. There are uncertainties as to whether the Company can
receive the official approval letter from the Hong Kong Stock Exchange for the listing of
its H Shares. Investors are reminded to pay attention to possible investment risks.
4. This announcement only explains the specific operating procedure for the holders of the
Company’s B Shares on the application to exercise cash options and other relevant matters.
It is not giving advice on whether to apply for exercising the cash options or not. Investors
are kindly reminded to pay attention to possible investment risks.
5. Investors shall apply for exercising cash options via their B Shares securities accounts. For
an investor with more than one B Shares accounts, he/she shall apply separately for every
of his/her B Shares accounts. For an investor holding the Company’s B Shares in more
than one operating units under one B Shares account, he/she shall apply separately for the
B Shares held in different operating units.
6. As for holders of B Shares or relevant rights holders with judicially frozen B Shares, and
shareholders or rights holder whose B Shares are pledged or judicially frozen due to
various reasons before the cash option implementation date, they should handle the said
shares in a timely and legal manner.
On 20 February 2013, the Company convened the First Extraordinary Shareholders? General
Meeting for 2013, at which the “Proposal on the Implementation Plan Regarding the Change in
Venue for the Listing and Trading of its Domestic Listed Foreign Shares to the Main Board of the
Stock Exchange of Hong Kong Limited by way of Introduction” and relevant resolutions were
r
