UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form CB/A

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO. 6)

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering) ¨
Securities Act Rule 802 (Exchange Offer) x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) ¨
Exchange Act Rule 14e-2(d) (Subject Company Response) ¨

 

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.
(Name of Subject Company)
 
N/A
(Translation of Subject Company’s Name into English (if applicable))
 
The People’s Republic of China
(Jurisdiction of Subject Company’s Incorporation or Organization)
 
Sunshine Lake Pharma Co., Ltd.
(Name of Person(s) Furnishing Form)
 
Ordinary Shares
(Title of Class of Subject Securities)
 
N/A
(CUSIP Number of Class of Securities (if applicable))

 

Peng Qi Yun

Secretary of the Board and Joint Company Secretary

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road

Chang’an County, Dongguan, Guangdong Province, 523871, China

Tel: +86 (769) 8861 5888

 

with copies to:

John D. Moore

Jianhao Zheng

Slaughter and May

47th Floor, Jardine house

One Connaught Place

Central, Hong Kong

Tel: +852 2521 0551

(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

 

May 10, 2024
(Date Tender Offer/Rights Offering Commenced)

 

 

 

 

 

PART I - INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

 

The following documents are attached as exhibits to this Form CB:

 

Exhibit Number   Document
99.1*   Joint announcement (1) proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. by way of merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. (2) proposed special dividend (3) proposed withdrawal of listing (4) resumption of trading
     
99.2**   Joint announcement extension of time for despatch of the composite document and monthly update in relation to the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. by way of merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd.
     
99.3***   Joint announcement monthly update in relation to the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. by way of merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd.
     
99.4****   Joint announcement monthly update in relation to the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. by way of merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd.
     
99.5*****   Joint announcement monthly update in relation to the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. by way of merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd.
     
99.6******   Joint announcement monthly update in relation to the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. by way of merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd.
     
99.7   Joint announcement monthly update in relation to the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. by way of merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

 

 

* Previously furnished with the Form CB furnished to the Securities and Exchange Commission on May 13, 2024.

 

** Previously furnished with the Form CB/A furnished to the Securities and Exchange Commission on June 7, 2024.

 

*** Previously furnished with the Form CB/A furnished to the Securities and Exchange Commission on July 5, 2024.

 

**** Previously furnished with the Form CB/A furnished to the Securities and Exchange Commission on August 5, 2024.

 

***** Previously furnished with the Form CB/A furnished to the Securities and Exchange Commission on September 4, 2024.

 

****** Previously furnished with the Form CB/A furnished to the Securities and Exchange Commission on October 4, 2024.

 

Item 2. Informational Legends

 

The legends complying with Rule 802(b) of the Securities Act of 1933, as amended, are included in prominent portions of Exhibit Numbers 99.1, 99.3, 99.4, 99.5, 99.6 and 99.7 referred to in Item 1.

 

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

N/A

 

PART III - CONSENT TO SERVICE OF PROCESS

 

Sunshine Lake Pharma Co., Ltd. submitted to the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X concurrently with the furnishing of the Form CB on May 13, 2024.

 

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PART IV - SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

/s/ Lin Tao Xi
(Signature)
 
Lin Tao Xi (Corporate Secretary)
(Name and Title)
 
November 5, 2024
(Date)

 

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Exhibit 99.7

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

 

This joint announcement appears for information purposes only and is not intended to and does not constitute, or form part of, any offer to purchase or subscribe for or an invitation to purchase or subscribe for securities of the Offeror or the Company or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of the Offeror or the Company in any jurisdiction in contravention of applicable law or regulation.

 

This joint announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the applicable laws or regulations of such jurisdiction.

 

   
廣東東陽光藥業股份有限公司 宜昌東陽光長江藥業股份有限公司
SUNSHINE LAKE PHARMA YICHANG HEC CHANGJIANG
CO., LTD. PHARMACEUTICAL CO., LTD.
(a company incorporated in the People’s Republic of China (a joint stock limited company incorporated in the
with limited liability) People’s Republic of China with limited liability)
  (Stock Code: 1558)

 

JOINT ANNOUNCEMENT 

MONTHLY UPDATE 

IN RELATION TO THE PROPOSED PRE-CONDITIONAL PRIVATISATION
OF YICHANG HEC CHANGJIANG PHARMACEUTICAL CO., LTD.
 

BY SUNSHINE LAKE PHARMA CO., LTD. 

BY WAY OF MERGER BY ABSORPTION OF 

YICHANG HEC CHANGJIANG PHARMACEUTICAL CO., LTD.

 

 

 

Financial Adviser to the Offeror

 

 

 

Financial Adviser to the Company

 

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Reference is made to (i) the announcement jointly published by Sunshine Lake Pharma Co., Ltd. (the ‘‘Offeror’’) and YiChang HEC ChangJiang Pharmaceutical Co., Ltd. (the ‘‘Company’’) on 10 May 2024 (the ‘‘Joint Announcement’’) in relation to the Merger; (ii) the announcement jointly published by the Offeror and the Company on 7 June 2024 in relation to the extension of time for despatch of the Composite Document; and (iii) the announcements jointly published by the Offeror and the Company on 5 July 2024, 5 August 2024, 4 September 2024 and 4 October 2024 in relation to the monthly update on the Merger. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

 

PROGRESS UPDATE ON THE MERGER

 

As stated in the Joint Announcement, the Merger Agreement is subject to the fulfilment of the Pre-Conditions, being (1) the approval, filing or registration (if applicable) with or by (a) NDRC (if applicable); (b) MoC (if applicable) and (c) SAFE (if applicable), and such other applicable governmental approvals in respect of the Merger having been obtained, (2) the approval or filing by or with the Listing Committee of the Stock Exchange, the Department of International Cooperation of the CSRC and such other competent authorities which are necessary for the listing (by way of introduction) of, and permission to deal in, the Offeror H Shares on the Stock Exchange pursuant to the Listing, and (3) approval by the shareholders meeting of the Offeror of the Merger in accordance with the PRC Laws and the articles of association of the Offeror.

 

Since the publication of the Joint Announcement, steps have been taken to fulfil the Pre-Conditions. The Offeror and the Company would like to update the Shareholders, investors and potential investors in the securities of the Company that, as of the date of this joint announcement, the Offeror (i) is actively preparing its filing with the Listing Committee of the Stock Exchange and the Department of International Cooperation of the CSRC which are necessary for the listing (by way of introduction) of, and permission to deal in, the Offeror H Shares on the Stock Exchange pursuant to the Listing, and (ii) has made substantive progress towards completing the Offeror’s internal shareholder approval process in order to make the aforementioned filing. The prolonged timetable was due to time needed to complete the Offeror’s internal shareholder approval process, which is longer than expected. As a result, the draft documents relating to the Listing had to be updated, revised and re-considered by the Offeror’s shareholders to grant approval for the Merger. The above factors, along with the PRC’s Mid-Autumn Festival holidays and National Day holidays, have lengthened the timetable. The Offeror expects to complete its internal shareholder approval process before the end of the fourth quarter of 2024 and file the documents relating to the Listing during the fourth quarter of 2024. As at the date of this joint announcement, none of the Pre-Conditions has been fulfilled yet.

 

WARNING: The Pre-Conditions and the Conditions to effectiveness must be fulfilled before the Merger Agreement becomes effective. The Merger Agreement becoming effective is therefore a possibility only. Further, Shareholders, investors and potential investors in the securities of the Company should be aware that the implementation of the Merger is subject to the Conditions to implementation set out in the Joint Announcement being satisfied or waived, as applicable. Neither the Offeror nor the Company provides any assurance that any or all Conditions or Pre-Conditions can be fulfilled, and thus the Merger Agreement may or may not become effective or, if effective, may or may not be implemented or completed. Shareholders, investors and potential investors in the securities of the Company should therefore exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action to take and the implications arising from the Merger should consult their stockbroker, bank manager, solicitor or other professional advisers (including tax adviser regarding the tax consequences of the cancellation of the Shares and the implementation of the Merger).

 

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NOTICE TO U.S. H SHAREHOLDERS

 

The Merger will be implemented by way of a merger by absorption provided for under the laws of the PRC, which will involve the exchange of securities of two companies incorporated in the PRC with limited liability and the cancellation of the securities of a company incorporated in the PRC with limited liability. The Merger is subject to Hong Kong disclosure requirements, which are different from those of the United States. The financial information included in the Company’s announcements has been prepared in accordance with IFRS and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

 

U.S. H Shareholders may encounter difficulty enforcing their rights and any claims arising out of the U.S. federal securities laws, as the Offeror and the Company are located in a country outside the United States and some or all of their respective officers and directors may be residents of a country other than the United States. U.S. H Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, U.S. H Shareholders may encounter difficulty compelling a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

 

In accordance with the Takeovers Code and Rule 14e-5(b) of the U.S. Exchange Act, CICC and its affiliates may continue to act as exempt principal traders in the Shares on the Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, provided that any such purchase or arrangement complies with applicable law, including but not limited to the Takeovers Code, and is made outside the United States. Any information about such purchases will be reported to the SFC in accordance with the requirements of the Takeovers Code and, to the extent made public by the SFC, will be available on the website of the SFC at http://www.sfc.hk and the Stock Exchange at www.hkexnews.hk.

 

By order of the board of By order of the board of
Sunshine Lake Pharma Co., Ltd. YiChang HEC ChangJiang
ZHANG Yingjun Pharmaceutical Co., Ltd.
Chairman TANG Xinfa
  Chairman
Hubei, the PRC  
5 November 2024  

 

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As at the date of this joint announcement, the Offeror’s directors are Dr. ZHANG Yingjun, Dr. LI Wenjia, Mr. Zhang Yushuai, Mr. TANG Xinfa, Mr. ZHU Yingwei, Ms. DONG Xiaowei, Ms. WANG Lei, Dr. LI Xintian, Dr. MA Dawei, Dr. YIN Hang Hubert and Dr. LIN Aimei. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Company or the Directors in their capacity as such) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Company or the Directors in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.

 

As at the date of this joint announcement, the Board consists of Mr. JIANG Juncai, Mr. WANG Danjin, Mr. LI Shuang and Mr. CHEN Hao as executive Directors; Mr. TANG Xinfa as non-executive Director; and Mr. TANG Jianxin, Ms. XIANG Ling and Mr. LI Xuechen as independent non-executive Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Offeror or its directors in their capacity as such) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror or its directors in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.

 

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