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Use of Proceeds

We will receive net proceeds from this offering of approximately
US$302.7 million, or approximately US$349.3 million if the underwriters exercise
their option to purchase additional ADSs in full, after deducting the
underwriting discounts and commissions and estimated offering expenses payable
by us.
 
We intend to use the net proceeds we will receive from this offering for the
following purposes:
 
    •  approximately US$52.0 million to open new stores;                          
   
    •  approximately US$27.0 million to set up two new distribution centers; and  
   
    •  approximately US$11.0 million to upgrade our information management and    
       inventory control system.                                                  
 
We may also use the remaining portion of the net proceeds we receive from this
offering for other general corporate purposes and for potential acquisitions of
retail drugstore chains or independently operated drugstores in cases where they
complement our existing store network or help us establish a presence in new
markets. In particular, we plan to grow in cities such as Beijing and Shanghai
through acquisitions, where local regulations prohibit the opening of new
drugstores within certain distances of an existing drugstore, and in cities that
are close to our distribution centers in order to gain operational efficiencies
in distribution and leverage our information technology infrastructure over a
broader store base. We are not currently engaged in any discussions or
negotiations for any acquisitions.
 
The foregoing use of our net proceeds from this offering represents our current
intentions based upon our present plans and business condition. The amounts and
timing of any expenditure will vary depending on the amount of cash generated by
our operations, competitive developments and the rate of growth, if any, of our
business. Accordingly, our management will have significant discretion in the
allocation of the net proceeds we will receive from this offering. Depending on
future events and other changes in the business climate, we may determine at a
later time to use the net proceeds for different purposes. Pending their use, we
intend to place our net proceeds in short-term bank deposits.
 
In utilizing the proceeds from this offering, as an offshore holding company, we
are permitted, under PRC laws and regulations, to provide funding to our
consolidated PRC entities only through loans or capital contributions and to
other entities only through loans. Subject to satisfaction of applicable
government registration and approval requirements, we may extend inter-company
loans to our consolidated PRC entities or make additional capital contributions
to our consolidated PRC entities to fund their capital expenditures or working
capital. We cannot assure you that we will be able to obtain these government
registrations or approvals on a timely basis, if at all.

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