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.
XINHUA NEWS MEDIA HOLDINGS LIMITED
新華通訊頻媒控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 309)
ANNOUNCEMENT
References are made to (i) the offer document jointly issued by China Wah Yan Healthcare
Limited and Wisdom Eighteen Limited dated 22 May 2017; (ii) the response document issued
by Xinhua News Media Holdings Limited dated 5 June 2017 (the “Response Document”); (iii)
the supplemental circular issued by China Wah Yan Healthcare Limited dated 4 July 2017 in
respect of, among other things, (a) the termination of the disposal of the Wan Yan Healthcare
group’s interest in a subsidiary engaged in health management business (the “Termination”);
(b) the proposed disposal of the 406,023,891 shares of Rui Kang Pharmaceutical Group
Investments Limited (“Rui Kang”) owned by China Wah Yan Healthcare Limited pursuant to a
sale and purchase agreement dated 15 June 2017 (the “Rui Kang Pharmaceutical Disposal”);
and (c) the letters from the reporting accountant and financial adviser of China Wah Yan
Healthcare Limited on the estimated gain from the Rui Kang Pharmaceutical Disposal (the
“Estimated Gain”); and (iv) the supplemental offer document jointly issued by China Wah Yan
Healthcare Limited and Wisdom Eighteen Limited dated 7 July 2017 (the “Supplemental Offer
Document”). Unless otherwise stated, defined terms used herein shall have the same meanings
as ascribed to them in the Response Document and the Supplemental Offer Document.
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As mentioned in the Supplemental Offer Document, save for the extension of the closing time
and date of the Offers from 4:00 p.m. on 19 June 2017 to 4:00 p.m. on 21 July 2017, all other
terms of the Offers set out in the Offer Document remain unchanged and apply to the extended
Offers.
As stated in the Response Document, VBG Capital Limited, the Independent Financial Adviser
appointed to advise the Independent Board Committee in respect of the Offers, considered
that the terms of the Offers were not fair and not reasonable. Accordingly, the Independent
Financial Adviser recommended the Independent Board Committee to advise the Independent
Shareholders and holders of the Options not to accept the Offers.
The Independent Financial Adviser has confirmed to the Company that its recommendations
referred to in the Response Document remain unchanged after taking into account the
information as contained in the Supplemental Offer Document.
Further announcement will be made as and when appropriate.
Shareholders, holders of the Options and potential investors of Shares should be aware
that there is no assurance that the Rui Kang Pharmaceutical Disposal will materialise or
eventually be consummated and the discussions may or may not lead to the making of an
offer (as defined in the Takeovers Code) for the Rui Kang shares.
Shareholders and holders of the Options should be aware that the Rui Kang
Pharmaceutical Disposal, if proceeds, may impact the value of the new Wan Yan
Healthcare Shares that may fall to be issued to the Shareholder(s) and/or holder(s) of the
Options who accept the Share Offer and the Option Offer.
Shareholders, holders of the Options and potential investors of Shares should be aware
that the Share Offer is subject to the satisfaction or waiver (where applicable) of the
conditions of the Share Offer, and the Option Offer is subject to and conditional upon the
Share Offer becoming or being declared unconditional in all respects. Accordingly, the
Offers may or may not become unconditional.
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Shareholders, holders of the Options and potential investors of Shares should therefore
exercise caution when dealing in the Shares, exercising the Options or other rights in
respect of any of them. Persons who are in doubt as to the action they should take should
consult their stockbroker, bank manager, solicitor or other professional advisers.
On behalf of the Board
Xinhua News Media Holdings Limited
Ju Mengjun
Co-chairman
Hong Kong, 11 July 2017
As at the date of this announcement, the Board comprises five executive Directors, namely,
Mr. Ju Mengjun, Dr. Lo Kou Hong, Mr. Yu Guang, Mr. David Wei Ji, and Mr. Wen Xin Nian;
and three independent non-executive Directors, namely, Mr. Wang Qi, Mr. Tsang Chi Hon and
Mr. Ho Hin Yip.
The Directors jointly and severally accept full responsibility for the accuracy of the information
contained in this announcement and confirm, having made all reasonable inquiries, that to the
best of their knowledge, opinions expressed in this announcement have been arrived at after
due and careful consideration and there are no other facts not contained in this announcement,
the omission of which would make any statements in this announcement misleading.
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