Tongjitang Chinese Medicines Company Reports Fourth Quarter and Full Year 2010 Financial Results

• On November 1, 2010, Tongjitang announced that it had entered into a definitive agreement and plan of merger, or the merger agreement, with Hanmax Investment Limited ("Hanmax"), Fosun Industrial Co., Limited ("Fosun") and Tonsun International Company Limited ("Tonsun"), a Cayman Islands exempted company, all of the outstanding shares of which are owned by Hanmax and Fosun, as amended on February 21, 2011.  Mr. Xiaochun Wang, Chairman of the Company's board of directors, Chief Executive Officer of the Company and the beneficial owner of approximately 51% of the Company's outstanding ordinary shares, controls Hanmax. Fosun beneficially owns approximately 32% of the Company's outstanding ordinary shares.
  
  Pursuant to the merger agreement, each ordinary share of the Company (including shares represented by American Depositary Shares, each of which represents four ordinary shares) issued and outstanding immediately prior to the effective time of the merger, other than the ordinary shares and ordinary shares represented by American Depositary Shares owned by Hanmax, Tonsun and Fosun will be cancelled in exchange for the right to receive $1.125 (or $4.50 per American Depositary Share, not including the fees and expenses of the ADS depositary) in cash without interest. The offer represents a 13.6% premium over the closing price of $3.96 per American Depositary Share on October 28, 2010, and a 14.8% premium over the last month volume weighted average closing price of $ 3.92 per American Depositary Share.
  
  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 and approved the terms of the merger agreement with the assistance of its financial and legal advisors.

• On February 24, 2011, the Company announced that it has called an extraordinary general meeting of shareholders, to be held at 10:00 a.m. China time on Thursday, March 31, 2011, at the Company's offices on the 5th Floor of Block B at Nanshan Medical Device Park, 1019 Nanhai Avenue, Nanshan District, Shenzhen, 518067 Guangdong Province, the People's Republic of China, to consider and vote on the proposal to adopt the merger agreement, dated as of October 29, 2010, as amended on February 21, 2011, among Tongjitang, Hanmax Investment Limited ("Hanmax"), Fosun Industrial Co., Limited ("Fosun"), and Tonsun International Company Limited, under which Tongjitang would be acquired by Hanmax and Fosun.  Shareholders of record as of the close of business on Thursday, March 17, 2011 will be entitled to vote at the extraordinary general meeting.

• On September 28, 2010, Tongjitang announced that it has entered into a share transfer agreement with Guizhou Huixian Investment Management Company Limited ("GHIMC") to sell 100% of the equity interest in Guizhou Tongjitang Asset Management Company Limited ("GTAM"), which holds Guizhou Tongjitang Pharmaceutical Distribution Co., Ltd., Guizhou Tongjitang Pharmacy Chain Stores Co., Ltd. and a 95% equity interest in Gui Liquor Co., Ltd., for a total cash consideration of RMB 259.3 million. In connection with these transactions, GHIMC has released Guizhou Tongjitang Pharmaceutical Co., Ltd., the Company's wholly owned subsidiary, from its obligation to guarantee RMB 105.0 million bank loans of Gui Liquor Co., Ltd.
  
  Pursuant to the share transfer agreement, the purchase price will be payable in four installments of 5%, 5%, 45% and 45%, respectively. As of the date of this press release, the Company has received the first and second installment of RMB 25.9 million from the Buyer.

• Effective December 2, 2010, Mr. Charles Wang resigned for personal reasons as Chief Financial Officer of the Company, and pending appointment of his permanent replacement, Chief Operating Officer and member of Tongjitang's Board of Directors Mr. Justin Chen has served as the Company's interim Chief Financial Officer.  The Company has commenced an executive search in order to find a replacement.

United States toll free:

1-877-941-2321

Hong Kong toll free:

800-908-530

China toll free:

400-1200611

International:

1-480-629-9714

United States toll free:

1-877-870-5176

International:  

1-858-384-5517

Password:  

4426889

CONTACT  

ICR, LLC

Ashley M. Ammon

203-682-8200 (Investor Relations)

(i) As the previously announced disposal of Guizhou Tongjitang Asset Management Company Limited ("GTAM."), which holds Guizhou Tongjitang Pharmaceutical Distribution Co., Ltd., Guizhou Tongjitang Pharmacy Chain Stores Co., Ltd. and a 95% equity interest in Gui Liquor Co., Ltd. for a total cash consideration of RMB 259.3 million closed before December 31, 2010, the results for the periods ended December 31, 2009 and December 31, 2010 reflect GTAM's results as discontinued operations.

(ii) This announcement contains translations of certain Renminbi amounts into US dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to US dollars as of and for the quarter and year ended December 31, 2010 were made at the noon buying rate on December 31, 2010 in the City of New York for cable transfers in Renminbi per US dollar as certified for customs purposes by the Federal Reserves Bank of New York, which was RMB 6.6000 to USD1.00. Tongjitang makes no representation that the Renminbi or US dollar amounts referred to in this release could have been or could be converted into US dollars or Renminbi, as the case may be, at any particular rate or at all.

(iii) All references to "shares" are to the Company's ordinary shares. Each of the Company's American Depositary Shares, which are traded on the New York Stock Exchange, represents four ordinary shares.

Tongjitang Chinese Medicines Company

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

Fourth Quarter Ended December 31

Year Ended December 31

2009

2010

2010

2009

2010

2010

RMB

RMB

US$

RMB

RMB

US$

(Note)

(Note)

Net revenues 

141,262

188,777

28,603

446,340

544,523

82,503

Cost of revenues

58,797

83,491

12,650

177,499

242,027

36,671

Gross profit 

82,465

105,286

15,953

268,841

302,496

45,832

Advertising expenses

(10,479)

(10,407)

(1,577)

(32,335)

(22,509)

(3,410)

Other selling and marketing expenses

(39,029)

(51,706)

(7,834)

(146,227)

(190,707)

(28,895)

General and administrative expenses

(19,324)

(23,037)

(3,490)

(81,900)

(70,597)

(10,697)

Research and development expenses

(5,880)

(1,381)

(209)

(16,057)

(11,960)

(1,812)

Impairment loss on intangible assets

(4,500)

-

(4,500)

-

Government grant (related to research and development)

232

15

2

232

15

2

Gain on disposal of property, plant and equipment and land use rights

(806)

(84)

(13)

(806)

(50)

(8)

Gain / (loss) from operations

2,679

18,686

2,832

(12,752)

6,688

1,012

Other income (expenses):

    Interest income

547

564

85

4,010

1,789

271

    Interest expense

(2,129)

(5,658)

(857)

(8,553)

(12,606)

(1,910)

    Government grants

1,977

1,680

255

5,554

5,155

781

    Investment gain / (loss) 

309

(133)

(20)

829

(222)

(34)

    Other income / (expenses), net

624

(485)

(73)

6,950

(700)

(106)

Gain / (loss) from continuing operations before income taxes 

4,007

14,654

2,222

(3,962)

104

14

Income tax benefit / (expense)

858

(3,295)

(499)

(2,951)

(5,632)

(853)

Gain / (loss) from continuing operations

4,865

11,359

1,723

(6,913)

(5,528)

(839)

Discontinued operations:

    (Loss) / gain from discontinued operations, net of tax

(757)

(9,866)

(1,495)

3,122

(17,297)

(2,621)

    Gain on disposal of subsidiaries, net of tax

-

11,548

1,750

-

11,548

1,750

Gain / (loss) attributable to the Company

4,108

13,041

1,978

(3,791)

(11,277)

(1,710)

Gain / (loss) from continuing operations per share

    Ordinary shares

    -Basic 

0.05

0.11

0.02

-0.06

-0.05

-0.01

    -Diluted 

0.05

0.11

0.02

-0.06

-0.05

-0.01

Gain / (loss) from discontinued operations per share

    Ordinary shares

    -Basic 

-0.01

0.02

0.00

0.03

-0.06

-0.01

    -Diluted 

-0.01

0.02

0.00

0.03

-0.06

-0.01

Gain / (loss) per share

    Ordinary shares

    -Basic 

0.04

0.13

0.02

-0.03

-0.11

-0.02

    -Diluted 

0.04

0.13

0.02

-0.03

-0.11

-0.02

Shares used in computation of earnings per share

    Ordinary shares

    -Basic

106,153,483

104,066,526

104,066,526

122,940,745

104,066,526

104,066,526

    -Diluted

106,153,483

104,068,383

104,068,383

122,940,745

104,066,526

104,066,526

(Note)

The condensed consolidated financial statements of Tongjitang Chinese Medicines Company are stated in Renminbi (“RMB”). The translation of RMB amounts as of and for the period ended December 31, 2010 into United States dollar (“US$”) is included solely for the convenience of readers and has been made at the rate of RMB6.6 to US$1.00, which is based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York at December 31, 2010. Such translations should not be construed as representations that RMB amounts could be converted into US$ at that rate or any other rate.

Tongjitang Chinese Medicines Company

Condensed Consolidated Balance Sheets

(In thousands, except share data)

Dec. 31

Sept. 30

Dec. 31

Dec. 31

2009

2010

2010

2010

RMB

RMB

RMB

US$

(Note)

ASSETS

Current assets:

 Cash and cash equivalents

230,421

244,145

195,055

29,554

 Short-term bank deposit

50,000

82,500

92,500

14,015

 Notes receivable

62,662

40,523

95,463

14,464

 Accounts receivable, net of allowance
    for doubtful accounts

234,325

212,278

231,485

35,073

 Inventories

129,329

135,993

126,229

19,126

 Trading securities

1,447

1,291

1,138

172

 Prepaid advertising expenses

1,204

1,640

650

98

 Receivable on sales of property,
    plant and equipment

9,320

9,320

9,171

1,390

 Other prepaid expenses and
    current assets, net of  
    allowance for doubtful accounts

25,675

87,424

304,726

46,171

 Deferred tax assets

5,886

4,830

8,947

1,356

 Current assets held for sale

321,161

555,359

-

-

          Total current assets

1,071,430

1,375,303

1,065,364

161,419

Property, plant and equipment, net

123,537

114,271

111,223

16,852

Land use rights, net

21,456

21,014

39,551

5,993

Deposit for acquisition of a subsidiary

120,599

-

-

-

Deposits for acquisition
    of property, plant and
    equipment, and intangible assets

2,707

21,373

1,979

300

Deferred tax assets

2,809

3,470

2,931

444

Long-term other assets

1,000

1,000

1,000

152

Acquired intangible assets, net

27,592

24,413

22,996

3,484

Goodwill

2,345

2,345

2,345

355

Receivable on sales of property, plant and equipment

9,170

2,180

-

-

         Total assets

1,382,645

1,565,369

1,247,389

188,999

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

 Short-term borrowings

(101,100)

(138,100)

(148,100)

(22,439)

 Accounts payable

(22,580)

(25,510)

(33,591)

(5,090)

 Accrued expenses and other
    current liabilities

(208,223)

(160,836)

(117,322)

(17,776)

 Income taxes payable

(3,193)

(474)

(2,831)

(429)

 Unrecognized tax benefit

(937)

(989)

(3,407)

(516)

 Amounts due to related parties

(900)

(900)

(900)

(136)

 Current liabilities held for sale

(46,253)

(297,489)

-

-

          Total current liabilities

(383,186)

(624,298)

(306,151)

(46,386)

Long-term bank loans

(50,000)

(15,000)

(5,000)

(758)

Deferred tax liabilities

(11,868)

(13,761)

(14,142)

(2,143)

          Total liabilities

(445,054)

(653,059)

(325,293)

(49,287)

Total shareholders' equity attributable to the Company

(937,591)

(910,873)

(922,096)

(139,712)

Non-controlling interest

-

(1,437)

-

-

Total equity

(937,591)

(912,310)

(922,096)

(139,712)

          Total liabilities and equity

(1,382,645)

(1,565,369)

(1,247,389)

(188,999)

(Note)

The condensed consolidated financial statements of Tongjitang Chinese Medicines Company are stated in Renminbi (“RMB”). The translation of RMB amounts as of and for the period ended December 31, 2010 into United States dollar ("US$”) is included solely for the convenience of readers and has been made at the rate of RMB6.6 to US$1.00, which is based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York at December 31, 2010. Such translations should not be construed as representations that RMB amounts could be converted into US$ at that rate or any other rate.

Tongjitang Chinese Medicines Company

Reconciliation of GAAP to Non-GAAP

(In thousands, except share and per share data)

Fourth Quarter Ended December 31

Year Ended December 31

2009

2010

2010

2009

2010

2010

RMB

RMB

US$

RMB

RMB

US$

(Note 1)

(Note 1)

GAAP net gain / (loss)

4,108

13,041

1,978

(3,791)

(11,277)

(1,710)

Share-based compensation expenses (Note 2)

1,599

(564)

(85)

5,799

(274)

(42)

Loss / (gain) from discontinued operations, net of tax

757

9,866

1,495

(3,122)

17,297

2,621

Gain on disposal of subsidiaries, net of tax

-

(11,548)

(1,750)

-

(11,548)

(1,750)

Depreciation and amortisation

7,617

6,481

982

22,970

21,086

3,195

Interest (income) expense, net

1,582

5,094

772

4,543

10,817

1,639

Income taxes (benefit) / expense

(858)

3,295

499

2,951

5,632

853

Non-GAAP adjusted EBITDA

14,805

25,665

3,891

29,350

31,733

4,806

GAAP net loss per share

    Ordinary shares

    -Basic

0.04

0.13

0.02

-0.03

-0.11

-0.02

    -Diluted

0.04

0.13

0.02

-0.03

-0.11

-0.02

Non-GAAP adjusted EBITDA per share

    Ordinary shares

    -Basic

0.14

0.25

0.04

0.24

0.30

0.05

    -Diluted

0.14

0.25

0.04

0.24

0.30

0.05

Shares used in computation of GAAP net loss per share / Non-GAAP adjusted EBITDA per share

    Ordinary shares

    -Basic

106,153,483

104,066,526

104,066,526

122,940,745

104,066,526

104,066,526

    -Diluted

106,153,483

104,068,383

104,068,383

122,940,745

104,066,526

104,066,526

(Note 1)

The condensed consolidated financial statements and the related amounts of Tongjitang Chinese Medicines Company are stated in Renminbi (“RMB”). The translation of RMB amounts as of and for the period ended December 31, 2010 into United States dollar (“US$”) is included solely for the convenience of readers and has been made at the rate of RMB6.6 to US$1.00, which is based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York at December 31, 2010. Such translations should not be construed as representations that RMB amounts could be converted into US$ at that rate or any other rate.

(Note 2)

Share-based compensation expenses recorded in accordance to ASC subtopic 718-10 ("ASC 718-10"), Compensation - Stock Compensation: Overall (Pre-codification: SFAS No.123(R), Share-Based Payment) are as follows:

Fourth Quarter Ended December 31

Year Ended December 31

2009

2010

2010

2009

2010

2010

RMB

RMB

US$

RMB

RMB

US$

(Note 1)

(Note 1)

General and administrative expenses

1,599

(564)

(85)

5,799

(274)

(42)