Charmacy Pharmaceutical Co., Ltd. - AGM Information 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Chuangmei Pharmaceutical Co., Ltd. (創美藥業股份有限公司) (the “ Company* ”), you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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CHUANGMEI PHARMACEUTICAL CO., LTD.[] *創美藥業股份有限公司**

(a joint stock limited liability company established in the People’s Republic of China)

(Stock Code: 2289)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES; ADOPTION OF ENGLISH NAME; AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 9 of this circular. A notice convening the annual general meeting of the Company (the “ AGM ”) to be held at the Conference Room on 3rd floor, No. 235 Song Shan North Road, Longhu District, Shantou City, Guangdong Province, the PRC at 3 p.m. on 3 June 2016, is set out on pages 10 to 18 of this circular.

Shareholders who intend to attend the AGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the headquarters in the PRC of the Company (for holders of domestic shares of the Company) on or before 13 May 2016.

Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

18 April 2016

* For identification purpose only

CONTENTS

		Pages
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10

DEFINITIONS

In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings:

“Adoption of English name”
the proposed adoption of “Charmacy Pharmaceutical Co., Ltd.” as the English name of the Company
“AGM”
the annual general meeting of the Company to be convened and held on 3 June 2016 at 3 p.m. at the Conference Room on 3rd floor, No. 235 Song Shan North Road, Longhu District, Shantou City, Guangdong Province, the PRC, notice of which is set out on pages 10 to 18 of this circular, and any adjournment thereof
“Articles of Association”
the articles of association of the Company as amended, modified or otherwise supplemental from time to time
“Board”
the board of Directors of the Company
“Company”
Chuangmei Pharmaceutical Co., Ltd.* (創美藥業股份有限公司), a joint stock company established in the PRC with limited liability, whose H Shares are listed and traded on the Hong Kong Stock Exchange (stock code: 2289)
“controlling shareholder” has the meaning ascribed thereto under the Listing Rules and unless the context requires otherwise, refers to Mr. Yao Chuanglong
“CSRC”
China Securities Regulatory Commission (中國證券監督管理委員會)
“Director(s)” director(s) of the Company
“Domestic Shares”
ordinary share(s) issued by the Company in the PRC with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB by PRC natural persons or entities established under the laws of the PRC
“General Mandate”
the general mandate to issue domestic shares and/or H shares of the Company representing up to the limit of 20% of each of the total number of the domestic shares of the Company and/or H Shares respectively in issue as at the date of passing such resolution to grant the general mandate

– 1 –

DEFINITIONS

“Group”
the Company and its subsidiaries
“H Share(s)”
overseas listed foreign share(s) in the share capital of the Company with nominal value of RMB1.00 each, which is/are listed and traded on the Stock Exchange
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”
12 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended, modified or otherwise supplemental from time to time
“PRC”
The People’s Republic of China which shall, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“Shares(s)”
the Domestic Share(s) and the H Share(s) of the Company
“Shareholder(s)”
holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“%”
per cent

– 2 –

LETTER FROM THE BOARD

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CHUANGMEI PHARMACEUTICAL CO., LTD.[] *創美藥業股份有限公司**

(a joint stock limited liability company established in the People’s Republic of China)

(Stock Code: 2289)

Executive Directors: Mr. Yao Chuanglong (Chairman) Ms. Zheng Yuyan Mr. Fan Jianbo Mr. Lin Zhixiong

Non-executive Director: Ms. You Zeyan

Independent Non-executive Directors: Mr. Wan Chi Wai Anthony Mr. Zhou Tao Mr. Guan Jian (also known as Guan Suzhe)

Registered Office and Headquarters in the PRC: No. 235 Song Shan North Road Longhu District, Shantou City Guangdong Province, PRC

Principal Place of

Business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong

18 April 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES; ADOPTION OF ENGLISH NAME; AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information on, among other things, the proposals for (i) the general mandate to issue Shares; (ii) Adoption of English Name; and (iii) amendments to the Articles of Association and the other matters contained in the notices of AGM, so that the Shareholders may make an informed decision on voting in respect of the resolutions to be tabled at the AGM.

For identification purpose only

– 3 –

LETTER FROM THE BOARD

II. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES

The General Mandate to issue new Shares will be put forward at the AGM for Shareholders’ approval as a special resolution. For details, please refer to special resolution No.9 of the notice of the AGM contained in pages 11 to 12 of this circular.

As at the Latest Practicable Date, the issued share capital of the Company is comprised of 80,000,000 Domestic Shares and 28,000,000 H Shares. Subject to the passing of the General Mandate to issue new Shares at the AGM and on the basis that no further Shares are issued before the AGM, the Board will have the power to issue up to 16,000,000 Domestic Shares and 5,600,000 H Shares.

Any exercise of the power by the Board under the General Mandate shall comply with the Company Law of the PRC and the Listing Rules (as amended from time to time) and only if all necessary approvals from the CSRC and/or other relevant PRC government authorities are obtained. The Board has no plan to issue new Shares pursuant to the General Mandate at present.

The General Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of a period of 12 months after this resolution as a special resolution has been passed at the AGM; or (c) the revocation or variation of the authority given under this resolution by a special resolution of the Company in general meeting.

III. ADOPTION OF ENGLISH NAME

The Company proposes to formally adopt the English name “Charmacy Pharmaceutical Co., Ltd.” as its English name.

Conditions of the Adoption of English Name

The Adoption of English Name shall be subject to the following conditions:

(i) the passing of the special resolution by Shareholders at the AGM approving the Adoption of English Name; and
(ii) all relevant approval, authorities, licences and consents have been obtained from the relevant governmental authorities, and all filings and registration procedures in the PRC have been completed for the use of the proposed English name of “Charmacy Pharmaceutical Co., Ltd.”.

After the proposed Adoption of English Name comes into force, the Company will carry out necessary filings with the Companies Registry in Hong Kong.

– 4 –

LETTER FROM THE BOARD

Reasons for the Adoption of English Name

The Board considers that the Adoption of English Name is an important step for enhancing the brand of the Company. The Adoption of English Name will strengthen the cultural recognition of potential overseas industry partners, which will support the following international strategic cooperation of the Company. The English Name will enhance the brand value of the Company within the domestic and overseas capital markets, so as to support the market value of the Company and reduce financing costs which will attract strategic partners by more favorable conditions. At the same time, the Adoption of English Name will also enhance the corporate image and brand reputation of the Company among the cooperative partners. The Board believes that the Adoption of English Name is in the interests of the Company and the Shareholders as a whole.

Effect of the Adoption of English Name

The Adoption of English Name will not affect any rights of the Shareholders or the Company’s daily business operations and financial position. All existing share certificates of the Company in issue will continue to be evidence of title to such shares after the Adoption of English Name and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangements for exchange of existing share certificates for new share certificates as a result of the Adoption of English Name.

The Company will make further announcement to inform the Shareholders as to when the Adoption of English name becomes effective and on the change of the stock short name of the Company.

IV. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A special resolution will be proposed at the AGM to approve the amendment of Articles 1.2, 2.2, 3.7 and 3.10 of the Articles of Association, details of which are set out as follows:

Article 1.2

which originally read as:

“The Company’s registered names

Chinese name : 創美藥業股份有限公司 English name : Chuangmei Pharmaceutical Co., Ltd.

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LETTER FROM THE BOARD

is amended as follows:

“The Company’s registered names

Chinese name : 創美藥業股份有限公司 English name : Charmacy Pharmaceutical Co., Ltd.

Article 2.2

which originally read as:

“The business scope of the Company: pharmaceutical business; medical device business; distribution of health products and food; freight transport business; domestic freight forwarder; third-party pharmaceutical products and medical devices logistics business; commodity information consultancy; management and planning service for pharmaceutical enterprises; logistics information consulting service; distribution of sterilizing and bactericidal equipments and instruments, cosmetics, sanitary products, detergent, daily provisions and chemical products; purchasing and initial processing of agricultural by-products, seafood and local specialties; private warehouses locating at 1F and 2F No. 235 Song Shan North Road, Shantou City.

The business scope of the Company is subject to the same being approved by the authority in which the Company registered.

The Company may adjust its business scope and go through the relevant adjustment formalities based on changes in market conditions at home and abroad, its own business needs and self-capability.“

is amended as follows:

“The business scope of the Company: pharmaceutical business; medical device business; distribution of health products and food; freight transport business; domestic freight forwarder; third-party pharmaceutical products and medical devices logistics business; commodity information consultancy; management and planning service for pharmaceutical enterprises; logistics information consulting service; advertising business; distribution of sterilizing and bactericidal equipments and instruments, cosmetics, sanitary products, detergent, daily provisions and chemical products; purchasing and initial processing of agricultural by-products, seafood and local specialties; private warehouses locating at 1F and 2F, No. 235 Song Shan North Road, Shantou City.

The business scope of the Company is subject to the same being approved by the authority in which the Company registered.

The Company may adjust its business scope and go through the relevant adjustment formalities based on changes in market conditions at home and abroad, its own business needs and self-capability.“

– 6 –

LETTER FROM THE BOARD

Article 3.7

which originally read as:

“Subject to the approval by the securities regulatory authorities of the State Council, the Company may issue up to 28,000,000 overseas-listed foreign shares or 32,200,000 overseas-listed foreign shares (assuming the Over-allotment Option is exercised).

Upon the completion of aforesaid issuance of overseas-listed foreign shares, if the overseas-listed foreign shares represent approximately 25.93% of the total issuable ordinary shares of the Company (in the event that the Over-allotment Option is not exercised), the capital structure of the Company is as follows: among 108,000,000 ordinary shares, 70,000,000 shares held by Yao Chuanglong, 6,500,000 shares held by Yao Xizhen, 1,500,000 shares held by Shantou Meizhi Investment Management Limited Partnership (汕頭市美智投資管理合夥企業（有限合夥）), 1,000,000 shares held by Shantou Youran Investment Management Limited Partnership (汕頭市悠然投資管理合夥企業（有限合夥）), 1,000,000 shares held by Shantou Zhichuang Investment Management Limited Partnership* (汕頭市智創投資管理合夥企業（有限合夥）) and 28,000,000 shares held by shareholders of overseas-listed foreign shares.

If the overseas-listed foreign shares, after the issuance, represent 28.70% of the total issuable ordinary shares of the Company (in the event that the Over-allotment Option is exercised), the capital structure of the Company is as follows: among 112,200,000 ordinary shares, 70,000,000 shares held by Yao Chuanglong, 6,500,000 shares held by Yao Xizhen, 1,500,000 shares held by Shantou Meizhi Investment Management Limited Partnership (汕頭市美智投資管理合夥企業（有限合夥）)), 1,000,000 shares held by Shantou Youran Investment Management Limited Partnership (汕頭市悠然投資管理合夥企業（有限合夥）), 1,000,000 shares held by Shantou Zhichuang Investment Management Limited Partnership* (汕頭市智創投資管理合夥企業（有限合夥）) and 32,200,000 shares held by shareholders of overseas-listed foreign shares.”

is amended as follows:

Upon the completion of aforesaid issuance of overseas-listed foreign shares, the overseas-listed foreign shares after the issuance will represent approximately 25.93% of the total issued ordinary shares of the Company (in the event that the Over-allotment Option is not exercised), and the capital structure of the Company will be as follows: among 108,000,000 ordinary shares, 70,000,000 shares held by Yao Chuanglong, 6,500,000 shares held by Yao Xizhen, 1,500,000 shares held by Shantou Meizhi Investment Management Limited Partnership (汕頭市美智投資管理合夥企業（有限合夥）), 1,000,000 shares held by Shantou Youran Investment Management Limited Partnership (汕頭市悠然投資管理合夥企業（有限合夥）), 1,000,000 shares held by Shantou Zhichuang Investment Management Limited Partnership* (汕頭市智創投資管理合夥企業（有限合夥）) and they were paid up as at 25 May 2015. 28,000,000 shares will be held by shareholders of overseas-listed foreign shares and were paid up as at 16 December 2015. The abovementioned share capital was verified in the capital verification report issued by Shinewing Certified Public Accountants.”

– 7 –

LETTER FROM THE BOARD

Article 3.10

which originally read as:

“After the issuance of the overseas-listed foreign shares as aforementioned in Article 3.7, the registered capital shall be increased to RMB108,000,000, or RMB112,200,000 in the context of exercising the Over-allotment Option.”

is amended as follows:

“After the issuance of the overseas-listed foreign shares as aforementioned in Article 3.7, the registered capital has been increased to RMB108,000,000.”

The above amendment to Article 1.2 of the Articles of Association is to reflect the Adoption of the English name while the amendment to Article 2.2 is to ensure the Company complies with, and the operation is within, the business scope as registered with the Administration for Industry and Commerce of the PRC.

The above amendment to Articles 3.7 and 3.10 of the Articles of Association is to update the descriptions in relation to the structure of share capital of the Company in accordance with circumstances of the Company after the completion of the global offering of the Company for the purpose of registration at PRC Administration for Industry and Commerce.

V. AGM

A notice convening the annual general meeting of the Company (the “ AGM ”) to be held at the Conference Room on 3rd floor, No. 235 Song Shan North Road, Longhu District, Shantou City, Guangdong Province, the PRC at 3 p.m. on 3 June 2016, is set out on pages 10 to 18 of this circular.

Shareholders who intend to attend the AGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before 13 May 2016.

Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Responsibility Statement

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

Recommendations

The Directors consider that the proposed resolutions set out in the notice of the AGM including (a) the granting of the General Mandate; (b) the Adoption of English name and (c) amendments to the Articles of Association, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors, together with their associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Miscellaneous

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully For and on behalf of the Board Chuangmei Pharmaceutical Co., Ltd. * Yao Chuanglong Chairman

For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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CHUANGMEI PHARMACEUTICAL CO., LTD.[] *創美藥業股份有限公司**

(a joint stock limited liability company established in the People’s Republic of China)

(Stock Code: 2289)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of Chuangmei Pharmaceutical Co., Ltd. (the “ Company* ”) will be held at 3 p.m. on 3 June 2016 (Friday) at the Conference Room on 3rd floor, No. 235 Song Shan North Road, Longhu District, Shantou City, Guangdong Province, the PRC for the purpose of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

to consider and approve the report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year ended 31 December 2015;
to consider and approve the report of supervisory committee of the Company for the year ended 31 December 2015;
to consider and approve the report of the auditors and the audited financial statements of the Company for the year ended 31 December 2015;
to consider and approve the reappointment of SHINEWING (HK) CPA Limited as the auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration;
to authorise the Board to fix the remuneration of the Directors and Supervisors.
to consider and approve the Company of increasing the registered capital of its subsidiary Foshan Chuangmei Pharmaceutical Co., Ltd. (佛山創美藥業有限公司) (“ Foshan Chuangmei* ”) by RMB100 million;
to consider and approve granting to the Board an authorization to impose in its absolute discretion the relevant financing matters of the Company and its subsidiaries within the financing scope amounting to an addition of RMB500million (including but not limited to loans, facilities, trusts, and financing leases, etc).

For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

to consider and approve granting to the Board an authorization to provide assistance (including but not limited to guarantees, credit supports, etc) in its absolute discretion to the financing matters of Foshan Chuangmei within the financing scope amounting to an addition of RMB400 million (including but not limited to loans, facilities, trusts, and financing leases, etc).

AS SPECIAL RESOLUTIONS

To give a general mandate to the Board to allot, issue and deal with additional domestic shares not exceeding 20% of the Domestic Shares of the Company in issue and additional H Shares not exceeding 20% of the H Shares of the Company in issue and authorise the Board to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares:

“ THAT

(A) (a) subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of the Company and the applicable laws and regulations of the People’s Republic of China, the exercise by the Board of Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Domestic Shares and H Shares of the Company and to determine the terms and conditions for the allotment and issue of new shares including the following terms:
(i) class and number of new shares to be issued;
(ii) issue price of new shares;
(iii) starting and closing dates for the issue;
(iv) class and number of new shares to be issued to existing shareholders of the Company; and
(v) making or granting of offers, agreements and options which might require the exercise of such powers,

be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

(c) each of the aggregate nominal amounts of the Domestic Shares and H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of each of the aggregate nominal amounts of the Domestic Shares and H Shares of the Company in issue at the date of passing this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and
(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the 12-month period following the passing of this resolution as a special resolution at the AGM; or
(iii) the revocation or variation of the authority given under this resolution by a special resolution of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors to the holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B) The Board be and is hereby authorised to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issue of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution.”

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

To consider and approve adoption “Charmacy Pharmaceutical Co., Ltd.” as the English name of the Company (details of which are set out in the circular of the Company dated 18 April 2016) (please see Appendix 1), and that any Director be and is hereby authorized to do all such acts and things and execute all such documents which he/she consider necessary, desirable or expedient for the purposes of, or in connection with, the implementation of and giving effect to such adoption of the English name of the Company and to attend to any necessary filings for and on behalf of the Company.
To consider and approve the proposed amendments to the Articles of Association of the Company (details of which are set out in the circular of the Company dated 18 April 2016) (please see Appendix 2), and that any Director be and is hereby authorised to modify the wordings of such amendments as appropriate (such amendments will not be required to be approved by the shareholders of the Company) and execute all such documents and/or do all such acts as the Directors may, in their absolute discretion, deem necessary or expedient and in the interest of the Company in order to deal with other related issues arising from the amendments to the Articles of Association of the Company.

By order of the Board Chuangmei Pharmaceutical Co., Ltd.* Yao Chuanglong Chairman

Hong Kong, 18 April, 2016

Notes:

All resolutions at the meeting will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
The register of members of the Company will be closed from 4 May 2016 to 3 June 2016 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H shares of the Company) or the headquarters in the PRC of the Company (for holders of domestic shares of the Company), no later than 4:30 p.m. on 3 May 2016.
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.
In order to be valid, the proxy form for the AGM must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorized, the power of attorney shall contain the number and class of shares for which such persons are authorized, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/ she/they have been duly authorised.

A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.

Shareholders or their proxies shall provide their identity documents when attending the AGM.
Shareholders who intend to attend the AGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before 13 May 2016.
In case of joint shareholder for any share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
The address of the headquarters in the PRC of the Company is No. 235, Song Shan North Road, Longhu District, Shantou City, Guangdong Province, PRC.

As at the date of this notice, the executive Directors are Mr. Yao Chuanglong, Ms. Zheng Yuyan, Mr. Fan Jianbo and Mr. Lin Zhixiong; the non-executive Director is Ms. You Zeyan; and the independent non-executive Directors are Mr. Wan Chi Wai Anthony, Mr. Zhou Tao and Mr. Guan Jian (also known as Guan Suzhe).

For identification purposes only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

Appendix 1

The special resolution on the adoption of English name, details of which are set out as follows:

Conditions of the Adoption of English Name

The adoption of English name shall be subject to the following conditions:

(i) the passing of the special resolution by Shareholders at the AGM approving the adoption of English name; and
(ii) all relevant approval, authorities, licences and consents have been obtained from the relevant governmental authorities, and all filings and registration procedures in the PRC have been completed for the use of the proposed English name of “Charmacy Pharmaceutical Co., Ltd.”.

After the proposed adoption of English name comes into force, the Company will carry out necessary filings with the Companies Registry in Hong Kong.

Reasons for the Adoption of English Name

Effect of the Adoption of English Name

The Company will make further announcement to inform the Shareholders as to when the Adoption of English name becomes effective and on the change of the stock short name of the Company.

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

Appendix 2

The special resolution on the amendment of the Articles, details of which are set out as follows:

Article 1.2

which originally read as:

“The Company’s registered names

Chinese name : 創美藥業股份有限公司 English name : Chuangmei Pharmaceutical Co., Ltd.

is amended as follows:

“The Company’s registered names

Chinese name : 創美藥業股份有限公司 English name : Charmacy Pharmaceutical Co., Ltd.

Article 2.2

which originally read as:

The business scope of the Company is subject to the same being approved by the authority in which the Company registered.

The Company may adjust its business scope and go through the relevant adjustment formalities based on changes in market conditions at home and abroad, its own business needs and self-capability.”

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NOTICE OF ANNUAL GENERAL MEETING

is amended as follows:

“The business scope of the Company: pharmaceutical business; medical device business; distribution of health products and food; freight transport business; domestic freight forwarder; third-party pharmaceutical products and medical devices logistics business; commodity information consultancy; management and planning service for pharmaceutical enterprises; logistics information consulting service; advertising business; distribution of sterilizing and bactericidal equipments and instruments, cosmetics, sanitary products, detergent, daily provisions and chemical products; purchasing and initial processing of agricultural by-products, seafood and local specialties; private warehouses locating at 1F and 2F, No. 235 Song Shan North Road, Shantou City.

The business scope of the Company is subject to the same being approved by the authority in which the Company registered.

The Company may adjust its business scope and go through the relevant adjustment formalities based on changes in market conditions at home and abroad, its own business needs and self-capability.”

Article 3.7

which originally read as:

If the overseas-listed foreign shares, after the issuance, represent 28.70% of the total issuable ordinary shares of the Company (in the event that the Over-allotment Option is exercised), the capital structure of the Company is as follows: among 112,200,000 ordinary shares, 70,000,000 shares held by Yao Chuanglong, 6,500,000 shares held by Yao Xizhen, 1,500,000 shares held by Shantou Meizhi Investment Management Limited Partnership (汕頭市美智投資管理合夥企業（有限合夥）), 1,000,000 shares held by Shantou Youran Investment Management Limited Partnership (汕頭市悠然投資管理合夥企業（有限合夥）), 1,000,000 shares held by Shantou Zhichuang Investment Management Limited Partnership* (汕頭市智創投資管理合夥企業（有限合夥）) and 32,200,000 shares held by shareholders of overseas-listed foreign shares.”

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

is amended as follows:

Article 3.10

which originally read as:

is amended as follows:

“After the issuance of the overseas-listed foreign shares as aforementioned in Article 3.7, the registered capital has been increased to RMB108,000,000.”

– 18 –

AI assistant

Charmacy Pharmaceutical Co., Ltd. — AGM Information 2016

50500_rns_2016-04-17_97d8679e-1ca4-4ac6-96af-7edf6722a36f.pdf

CHUANGMEI PHARMACEUTICAL CO., LTD.[] 創美藥業股份有限公司*

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES; ADOPTION OF ENGLISH NAME; AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

CHUANGMEI PHARMACEUTICAL CO., LTD.[] 創美藥業股份有限公司*

(Stock Code: 2289)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES; ADOPTION OF ENGLISH NAME; AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

II. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES

III. ADOPTION OF ENGLISH NAME

Conditions of the Adoption of English Name

Reasons for the Adoption of English Name

Effect of the Adoption of English Name

IV. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 1.2

which originally read as:

is amended as follows:

Article 2.2

which originally read as:

is amended as follows:

Article 3.7

which originally read as:

is amended as follows:

Article 3.10

which originally read as:

is amended as follows:

V. AGM

Responsibility Statement

Recommendations

Miscellaneous

CHUANGMEI PHARMACEUTICAL CO., LTD.[] 創美藥業股份有限公司*

NOTICE OF ANNUAL GENERAL MEETING

AS ORDINARY RESOLUTIONS

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL RESOLUTIONS

“ THAT

NOTICE OF ANNUAL GENERAL MEETING

Hong Kong, 18 April, 2016

Appendix 1

Conditions of the Adoption of English Name

Reasons for the Adoption of English Name

Effect of the Adoption of English Name

Appendix 2

Article 1.2

which originally read as:

is amended as follows:

Article 2.2

which originally read as:

is amended as follows:

Article 3.7

which originally read as:

is amended as follows:

Article 3.10

which originally read as:

is amended as follows:

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Charmacy Pharmaceutical Co., Ltd. AGM Information 2016

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