10:12     WANJI PHARMA<00835> - Announcement (4)                              

    Islands which in turn is interested in approximately 51% of the           
    entire issued share capital of the Company.                               
                                                                              
    IMPLICATIONS UNDER THE LISTING RULES                                      
                                                                              
    The Options to be granted to Mr. Yen and Mr. Lam represent                
    approximately 4% and 2% of the total issued share capital of              
    the Company respectively as at the date of this announcement.             
    In accordance with the note to rule 17.03(4) of the Listing Rules,        
    as the grant of the Options to Mr. Yen and Mr. Lam would result           
    in the Shares to be issued upon exercise of all options granted           
    and to be granted to each of Mr. Yen and Mr. Lam in the 12-month          
    period up to and including the date of such grant representing            
    in aggregate over 1% of the total issued share capital of the             
    Company, the grant of the Options must be approved by the                 
    Shareholders by way of poll in general meeting with Mr. Yen and           
    Mr. Lam and their respective associates abstaining from voting.           
                                                                              
    GENERAL                                                                   
                                                                              
    The Directors (including the independent non-executive                    
    Directors) consider that the terms of the Options are fair and            
    reasonable. A circular containing, among other things, further            
    details and terms in respect of the grant of the Options, the             
    recommendation of the Independent Board Committee to the                  
    Independent Shareholders on the grant of the Options to Mr. Yen           
    and Mr. Lam together with a notice of special general meeting             
    will be despatched to the Shareholders as soon as possible.               
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, unless the context otherwise requires,              
    the following expressions shall have the following meaning:               
                                                                              
    "associates"    has the meaning ascribed to this term under the           
    Listing Rules                                                             
                                                                              
    "Board" board of directors of the Company                                 
                                                                              
    "Company"       Wanji Pharmaceutical Holdings Limited, a company          
    incorporated in Bermuda with limited liability and the issued             
    Shares of which are listed on the main board of the Stock Exchange        
                                                                              
    "connected person"      has the meaning ascribed to this term under       
    the Listing Rules                                                         
                                                                              
    "Director(s)"   director(s) of the Company                                
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative Region of the        
    PRC                                                                       
                                                                              
    "Independent Board      an independent board committee, comprising        
    Mr. Li Ka                                                                 
      Committee"    Fai, David, Mr. Tang Shun Lam and Mr. Yung Ha Kuk,        
    Victor to advise the Independent Shareholders as to the fairness          
    and reasonableness of the grant of the Options                            
                                                                              
    "Independent    Shareholders other than Mr. Yen, Mr. Lam and              
    their                                                                     
      Shareholders" respective associates                                     
                                                                              
    "Listing Rules" the Rules Governing the Listing of Securities             
    on the Stock Exchange                                                     
                                                                              
    "Mr. Lam"       Mr. Lam Wai Hung, Freddie, the chief operation officer    
    of the Group