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Tongjitang Chinese Medicines Enters into Merger Agreement with Tonsun International Company Limited, Hanmax Investment Limited and Fosun Industrial Co., Limited
Date:11/1/2010

The Company's board of directors, acting upon the unanimous recommendation of a special committee of independent directors, approved the merger agreement and resolved to recommend that the Company's shareholders vote to adopt the merger agreement. The special committee, which is composed solely of directors unrelated to any of Tonsun, Fosun, Mr. Xiaochun Wang and Hanmax, negotiated the terms of the merger agreement with the assistance of its financial and legal advisors.

"We believe this transaction provides the greatest likelihood for achieving the highest value for the Company's shareholders, and that this is also in the best interests of our customers, partners and employees," said Justin Yan Chen, the Company's Chief Operating Officer.

"After an extensive review of strategic alternatives by the special committee and its financial advisors, we determined this all cash sale of the Company is in the best interests of the Company's shareholders," said Mr. Chen.

The merger contemplated by the merger agreement, which is currently expected to close before the end of the first quarter 2011, is subject to the adoption of the merger agreement by a majority in number of the holders of the Company's ordinary shares representing at least 75% in value of the total issued ordinary shares of the Company present and voting in person or by proxy as a single class at a shareholders' meeting duly called and held for such purpose, as well as certain other closing conditions. Mr. Xiaochun Wang and Fosun, which together beneficially own approximately 83% of the Company's outstanding issued shares, have agreed to vote to adopt the merger agreement. CITIC Bank International Limited ("CITIC") and Hanmax have entered into a facility agreement pursuant to which CITIC has agreed to provide financing for the transaction, subject to certain conditions. The Company will schedule a meeting of its shareholders for the purpose of voting on the adoption of the merger ag
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SOURCE Tongjitang Chinese Medicines Company
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