09:15 GUANGZHOU PHAR<00874> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Guangzhou Pharmaceutical Company Limited (a joint stock company established in the People's Republic of China with limited liability) ANNOUNCEMENT IN RELATION TO (1) MEDICAL INSURANCE FOR ALL RETIRED AND RETIRING EMPLOYEES OF THE GROUP AS REQUIRED BY PROVISIONAL RULES OF MEDICAL INSURANCE AND (2) ACCOUNTING TREATMENT OF INSURANCE PREMIUM PAYMENTS SUMMARY As required by the Provisional Rules of Medical Insurance promulgated by the Guangzhou People's Municipal Government effective on 1 December 2001, the Group shall be responsible for taking out medical insurance for its Retired and Retiring Employees and pay for the relevant insurance premium. At the board meeting of the Company held on 23 January 2003, the directors voted in favour of the motion for the adoption of HKGAAP in the accounting treatment in relation to the medical insurance taken out by the Group for its Retired and Retiring Employees. Based on the preliminary estimate by the Company, which is subject to the review by the international auditors of the Group, the net present value of the aggregate payments for medical insurance in 2002 and the next nine years is approximately RMB75 million, representing about 3.2 % of the Group's net tangible asset as at 31 December 2001. Therefore, if such payments of medical insurance are recognized as expense in the Group's financial statements for the year ended 31 December 2002, the financial results of the Group shown in the accounts prepared in accordance with HKGAAP for the year ended 31 December 2002 would be adversely affected. Since the total present value for the aforesaid medical insurance is still under consideration, the best estimated amount thereof will be disclosed in the 2002 annual report. In view of the impact on the financial results of the Group, shareholders and potential investors are advised to exercise caution when dealing in shares of the Company. As required by circular no. 17 - Provisional Rules of Basic Medical Insurance for Employees in Guangzhou City (*) (the "Provisional Rules of Medical Insurance") promulgated by the Guangzhou People's Municipal Government effective on 1 December 2001, Guangzhou Pharmaceutical Company Limited (the "Company" and its subsidiaries (together the "Group") shall be responsible for taking out medical insurance for all its Retired and Retiring Employees. Pursuant to the requirements of the Provisional Rules of Medical Insurance, the enterprises may pay in one lump sum or on a yearly or monthly basis over 10 years for the insurance premium for their retired employees and the employees to be retired in next ten years (the "Retired and Retiring Employees"). In view of the circumstances of the Group, the Group will comply with the relevant requirements but intends to make such payments on a monthly basis for their Retired and Retiring employees (except those 233 Retired and Retiring Employees of certain subsidiaries of the Group, representing about 3.16% of the total number of about 7,373 Retired and Retiring Employees of the Group, for whom the insurance premium has been paid by the Group in one lump sum as such subsidiaries consider that it is better for them to make one lump sum payment). According to * (the Supplemental Advice Relating to Payment of the Transitional Basic Medical Insurance Premium and Related Questions) issued by the relevant government authorities, no approval of the payment by the Group on a monthly basis for the medical insurance of their Retired and Retiring Employees is required. The board of directors (the "Board") of the Company held the 2nd term of the 21st meeting at the Conference Room on the 2nd floor of the Company on 23 January 2003 to consider the accounting treatment regarding the payment to be made by the Group in relation to medical insurance as required by the Provisional Rules of Medical Insurance. There were 9 directors eligible to attend the meeting, out of which 6 attended the meeting. Mr. Liu Jinxiang and Mr. Feng Zansheng respectively appointed Mr. Cai Zhixiang, the Chairman of the Board, as their proxy to vote at the meeting. Mr. Zhang Bohua appointed Mr. Li Yimin, the Vice Chairman of the Board, as his proxy to vote at the meeting. The meeting was chaired by Mr. Cai Zhixiang and attended by