1. Art and Diseño

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.
This announcement appears for information purposes only and does not constitute an invitation or
offer to acquire, purchase or securities of the Company.
CHINA ANIMAL HEALTHCARE LTD.
中國動物保健品有限公司*
(Incorporated in Bermuda with limited liability)
(Hong Kong Stock Code: 0940)
CONNECTED TRANSACTION —
GRANT OF AWARDED SHARES BY SPECIFIC MANDATE TO
CONNECTED PERSONS
THE GRANT
Reference is made to the Grant Announcement. Capitalized terms used in the Grant
Announcement shall have the same in this announcement unless it is specified the otherwise.
On 12 January 2015, the Board, upon recommendation of the remuneration committee of
the Company, among the others, approved the Grant to the Executive Directors. The
Executive Directors accepted the Grant on 30 January 2015.
LISTING RULES IMPLICATIONS
As at the date of this announcement, the Executive Directors are connected persons of the
Company, the acceptance of the Grant constitutes a connected transaction under the Listing
Rules and is subject to the reporting, annual review, announcement and Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
In addition to the Grant, the Company will seek a specific mandate from the Independent
Shareholders at the SGM for the allotment and issue of Awarded Shares under Rule
13.36(1) of the Listing Rules.
SGM
The Independent Board Committee comprising all the independent non-executive Directors
will be formed to advise the Independent Shareholders as to whether the terms of the Grant
are fair and reasonable, and in the interests of the Company and the Shareholders as a
whole.
–1–
An independent financial adviser will be appointed to advise the Independent Board
Committee and the Independent Shareholders as to whether or not the terms of the Grant
are fair and reasonable and are in the interests of the Company and the Shareholders as a
whole.
The SGM will be held to consider and approve, among others, the ordinary resolutions
regarding the Grant and the specific mandate to issue the Award Shares to the Executive
Directors and the other employees A circular containing, amongst other things, (i) further
details of the Grant; (ii) issue of new shares under specific mandate to issue the Award
Shares to the Executive Directors and the other employees; (iii) the recommendation from
the Independent Board Committee; (iv) the advice from the independent financial adviser in
respect of the Grant; (v) a notice convening the EGM; and (vi) other information as
required under the Listing Rules is expected to be despatched to the Shareholders and
posted on the website of the Stock Exchange (www.hkexnews.com.hk) and the website of
the Company (http://www.portqhd.com) in May 2015. As the Company has yet to appoint
the independent financial adviser, the Company has to allow more time for the independent
financial adviser to provide the recommendation to the Independent Board Committee and
the Independent Shareholders on the Grant.
INTRODUCTION
Reference is made to the Grant Announcement. Capitalized terms used in the Grant
Announcement shall have the same in this announcement unless it is specified the otherwise.
On 12 January 2015, the Board, upon recommendation of the remuneration committee of the
Company, among the others, approved the Grant to the Executive Directors. On 30 January
2015, the Executive Directors accepted the Grant.
THE GRANT
Parties:
Grantor
:
The Company
Grantees
:
The Executive Directors, namely, Mr. Sun Jinguo and Mr. Li Jun, both are
executive Directors of the Company
Date of Grant and Acceptance
Date of Grant: 12 January 2015
Date of Acceptance: 30 January 2015
The price of the Awarded Shares to the Executive Directors is HKD5.45 per Share, being the
closing price of such Awarded Shares as stated in the Stock Exchange’s daily quotations sheets
for the day immediately preceding the date on which the relevant Award Shares is granted.
Based on the aforesaid, the 700,000 Awarded Shares to each of the Executive Directors is
worth HKD3,815,000. Such price will be fully settled by the Company and the Awarded
Shares will be granted to the Executive Directors at no cost.
The Grant is subject to the approval by the Independent Shareholders at the SGM.
–2–
Subject Matter
Subject to the rules of the Scheme and the fulfillment of the Vesting Conditions, the Company
will issue and allot 700,000 Awarded Shares to each of Mr. Sun and Mr. Li in 3 tranches in
2016, 2017 and 2018 equally.
Vesting Conditions
The Awarded Shares will be vested to the Executive Directors in 3 tranches in 2016, 2017 and
2018 equally, subject to the rules of the Scheme and fulfillment of the following Vesting
Conditions:
(i)
for the financial year ended 2015, the Company records a 35% increase in net profit to
2014 excluding all exceptional items in the audited profit and loss statement;
(ii) for the financial year ended 2016, the Company records a 30% increase in net profit to
2015 excluding all exceptional items in the audited profit and loss statement; and
(iii) for the financial year ended 2017, the Company records a 30% increase in net profit to
2016 excluding all exceptional items in the audited profit and loss statement.
If the Vesting Condition cannot be achieved in a particular financial year, the Awarded Shares
allocated for that financial year shall not be vested to the Executive Directors.
Issuance and Allotment of the Awarded Shares
The Awarded Shares will be allotted and issued in accordance with the rules of Scheme upon
vesting. The Awarded Shares, when issued and fully paid, will rank pari passu among
themselves and with the shares of the Company in issue and allotment of the Award Shares,
with the right to receive all dividends and other distributions declared, made or paid on or
after the date of allotment.
Disposal and Lock-up Restriction
Pursuant to the Scheme, the Awarded Shares are subject to a lock-up period of six months
upon vesting to the Executive Directors.
Issue of Awarded Shares under Specific Mandate
The Company will seek a specific mandate from the Independent Shareholders at the general
meeting for the allotment and issue of the Awarded Shares. Application will be made by the
Company to the Listing Committee for the listing of, and permission to deal in the Awarded
Shares.
REASONS FOR AND BENEFITS OF THE GRANT
The Directors believe that the future success of the Company is closely tied to the commitment
and efforts of the Group’s key management personnel including Executive Directors. As such,
the granting of performance-linked award to the Executive Directors can effectively motivate
them in achieving better performance in managing the Company, and thereby maximise the
value of the Company for the benefits of both the Executive Directors and the Company.
–3–
Based on the aforesaid, the Directors, including the independent non-executive Directors are
of the view that the Grant are fair and reasonable and in the best interests of the Company and
the independent Shareholders as a whole.
Save for Mr. Sun and Mr. Li, no Director has a material interest in relation to the Grant and,
therefore, no Director apart from Mr. Sun and Mr. Li is required to abstain from voting on
the board resolutions to approve the Grant.
LISTING RULES IMPLICATIONS
As at the date of this announcement, the Executive Directors are connected persons of the
Company, the acceptance of the Grant constitutes a connected transaction under the Listing
Rules and is subject to the reporting, annual review, announcement and Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
In addition to the Grant, the Company will seek a specific mandate from the Independent
Shareholders at the SGM for the allotment and issue of Awarded Shares to the Executive
Directors under Rule 13.36(1) of the Listing Rules.
SGM
The Independent Board Committee comprising all the independent non-executive Directors
will be formed to advise the Independent Shareholders as to whether the terms of the Grant
are fair and reasonable, and in the interests of the Company and the independent Shareholders
as a whole.
An independent financial adviser will be appointed to advise the Independent Board
Committee and the Independent Shareholders as to whether or not the terms of the Grant
are fair and reasonable and are in the interests of the Company and the Shareholders as a
whole.
The SGM will be held to consider and approve, among others, the ordinary resolutions
regarding the Grant. A circular containing, amongst other things, (i) further details of the
Grant; (ii) the specific mandate to issue the Award Shares to the Executive Directors and the
other employees; (iii) the recommendation from the Independent Board Committee; (iv) the
advice from the independent financial adviser in respect of the Grant; (v) a notice convening
the SGM; and (vi) other information as required under the Listing Rules is expected to be
despatched to the Shareholders and posted on the website of the Stock Exchange
(www.hkexnews.com.hk) and the website of the Company (http://www.portqhd.com) in
May 2015. As the Company has yet to appoint the independent financial adviser, the Company
has to allow more time for the independent financial adviser to provide the recommendation to
the Independent Board Committee and the Independent Shareholders on the Grant.
IMFORMATION ABOUT THE GROUP
The principal business activities of the Group, which is based in the PRC, are the manufacture,
sale and distribution of compound chemical and biological drugs for use in the animal
healthcare industry in Hong Kong and the PRC.
–4–
DEFINITIONS
Unless otherwise specified, the following terms have the following meanings in this
announcement:
‘‘Acceptance’’
the acceptance of the Grant by the Executive Directors
‘‘associates’’
has the meaning ascribed to it in the Listing Rules
‘‘Company’’
China Animal Healthcare Ltd., a company incorporated in
Bermuda with limited liability, the Shares of which are listed on
the Main Board of the Stock Exchange
‘‘connected person(s)’’
has the meaning ascribed to it under the Listing Rules
‘‘Director(s)’’
the directors of the Company
‘‘Grant’’
for the purpose of this announcement, the grant of 700,000
Awarded Shares to each of Mr. Sun and Mr. Li
‘‘Grant Announcement’’
the announcement of the Company dated 12 January 2015 in
respect of the Grant
‘‘Grantee’’
for the purpose of this announcement, the Grantees means Mr.
Sun and Mr. Li
‘‘HK$’’
Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’
Hong Kong Special Administrative Region of the Peoples’
Republic of China
‘‘Independent Board
Committee’’
the independent committee of the Board comprising all the
independent non-executive Directors to advise the Independent
Shareholders on the terms of the Grant
‘‘Independent Shareholders’’
Shareholders other than Mr. Sun, Mr. Li and their respective
associates
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on the Stock
Exchange
‘‘SGM’’
a special general meeting of the Company to be convened and
held for the Independent Shareholders to consider and, if
thought fit, approve, amongst other things, the Grant and the
specific mandate
‘‘Shareholder(s)’’
holder(s) of the Shares
‘‘Shares’’
shares of the Company
–5–
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘%’’
per cent.
By Order of the Board
China Animal Healthcare Ltd.
Wang Yangang
Chairman, Executive Director
and Chief Executive Officer
Hong Kong, 30 January 2015
As at the date of this announcement, the executive Directors of the Company are Mr. Wang
Yangang, Mr. Sun Jinguo and Mr. Li Jun; non-executive Directors are Mr. Alberto Riva, Dr.
Ying Du and Mr. Goh Kay Seng Edwin; and the independent non-executive Directors are Mr. Cai
Huiyi, Mr. Liang Hsien Tse Joseph and Mr. Liu Zhanmin.
*
For identification purpose only
–6–