09:29 LONG FAR PHARMA<02898> - Announcement & Resumption (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. LONG FAR PHARMACEUTICAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2898) MAJOR TRANSACTION - ACQUISITION OF PROPERTY RESUMPTION OF TRADING OF SHARES The Board announces that on 14 January 2005 the Purchaser, a wholly-owned subsidiary of the Company, entered into the Provisional Sale and Purchase Agreement with the Vendor in relation to the acquisition of the Property for an aggregate consideration of HK$31,380,000. As the value of the Property of HK$31,500,000 (provided by the Valuer on 14 January 2005) amounts to approximately 30% of the total assets of the Company of HK$105,468,000 as at 30 September 2004 (based on the information as disclosed in the latest published interim report of the Company for the six months ended 30 September 2004), the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the shareholders' approval in accordance with Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, shareholders' approval for a major transaction shall be given by a majority vote at a general meeting of the shareholders of the listed issuer unless all the following conditions are met, in which case written shareholders' approval may be accepted in lieu of holding a general meeting: (1) no shareholder of the listed issuer is required to abstain from voting if the listed issuer were to convene a general meeting for the approval of the transaction; and (2) the written shareholders' approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% in nominal value of the securities of the listed issuer giving the right to attend and vote at that general meeting to approve the transaction. As no shareholder of the Company has a material interest in the Acquisition, no shareholder of the Company is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition. In addition, a written approval on the Acquisition has been obtained by the Company from Oriental Chinese Medicines Limited (which is owned as to 83.781% and 16.219% by Mr CHIU Ka Leung and Ms YEH Shu Ping, executive Directors, respectively), the controlling shareholder of the Company holding 450,000,000 shares in the issued capital of the Company which represent 75% of the nominal value of the shares of the Company as at the date of this announcement and which give the right to such shareholder to attend and vote at the general meeting for the approval of the Acquisition. Accordingly, all the conditions as set out in Rule 14.44 of the Listing Rules are met by the Company and, therefore, the Company shall not be required to hold an extraordinary general meeting for the shareholders' approval of the Acquisition. A circular containing, among others, further details of the Acquisition together with the valuation report of the Property prepared by the Valuer will be despatched to the shareholders of the Company as soon as practicable. At the request of the Company, trading of the shares of the Company has been suspended with effect from 9:30 a.m. on Monday, 17 January 2005, pending the publication of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the shares in the Company with effect from 9:30 a.m. on Wednesday, 19 January 2005. INTRODUCTION The Board announces that the Purchaser, a wholly-owned subsidiary of the Company, entered into the Provisional Sale and Purchase Agreement with the Vendor on 14 January 2005 in relation to the Acquisition for an aggregate consideration of HK$31,380,000. PROVISIONAL SALE AND PURCHASE AGREEMENT (1) Date: 14 January 2005