China New Consumption Group Limited — Proxy Solicitation & Information Statement 2018

Apr 25, 2018

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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, certified public accountant or other professional advisor.

If you have sold or transferred all your shares in China Shineway Pharmaceutical Group Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02877)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, RE-ELECTION OF RETIRING DIRECTORS, DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting (the “AGM”) of China Shineway Pharmaceutical Group Limited (the “Company”) to be held at Suite 3109, 31st Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on Thursday, 31 May 2018 is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend at the AGM or any adjournment thereof in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business in Hong Kong at Suite 3109, 31st Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

Hong Kong, 26 April 2018

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Declaration of Final Dividend and Special Dividend . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
APPENDIX II – DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

• i -

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Suite
	3109, 31st Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong
	Kong at 11:00 a.m. on Thursday, 31 May 2018, notice of which is
	set out on pages 14 to 18 of this circular or, where the context so
	admits, any adjournment thereof
“Articles”	the articles of association of the Company
“Board”	the board of Directors
“Companies Law”	the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands
“Company”	China Shineway Pharmaceutical Group Limited, a company
	incorporated in the Cayman Islands on 14 August 2002 with
	limited liability, the Shares of which are listed on the Main Board
	of the Stock Exchange
“Director(s)”	director(s) of the Company
“Extension Mandate”	the proposed general mandate as defined in paragraph 3 of the
	Letter from the Board in this circular
“Forway”	Forway Investment Limited, a company incorporated in the British
	Virgin Islands with limited liability and the controlling shareholder
	of the Company within the meaning of the Listing Rules
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	19 April 2018, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information referred to in
	this circular
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China (and where the context requires,
	reference in this circular to the PRC do not apply to Hong Kong,
	Macau Special Administrative Region of the People’s Republic of
	China or Taiwan)

• 1 -

DEFINITIONS

“Repurchase Mandate”	the proposed general mandate to be granted to the Directors to
	repurchase Shares as defined in paragraph 2 of the Letter from the
	Board in this circular
“Repurchase Resolution”	the proposed ordinary resolution set out in the notice of the AGM
	as resolution no. 4(A)
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of Hong
	Kong
“Share(s)”	ordinary share(s) with par value of HK$0.10 each in the capital of
	the Company
“Share Issue Mandate”	the proposed general mandate to be granted to the Directors to allot,
	issue and deal in Shares as defined in paragraph 3 of the Letter
	from the Board in this circular
“Share Issue Resolution”	the proposed ordinary resolution set out in the notice of the AGM
	as resolution no. 4(B)
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

References to time and dates in this circular are to Hong Kong time and dates.

• 2 -

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02877)

Executive Directors:

Mr. Li Zhenjiang (Chairman) Ms. Xin Yunxia Mr. Li Huimin Mr. Chen Zhong

Registered Office: Head Office: Cricket Square Luan Cheng Hutchins Drive Shijiazhuang P. O. Box 2681 Hebei Province Grand Cayman KY1-1111 PRC Cayman Islands

Independent Non-executive Directors:

Principal Place of Business in

Ms. Cheng Li Principal Place of Mr. Sun Liutai Hong Kong: Prof. Luo Guoan Suite 3109, 31st Floor Central Plaza Company Secretary: 18 Harbour Road Mr. Lee Bun Ching, Terence Wanchai Hong Kong

Hong Kong, 26 April 2018

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, RE-ELECTION OF RETIRING DIRECTORS, DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the AGM and to provide you with information relating to the proposals for (i) the grant of the Repurchase Mandate; (ii) the grant of the Share Issue Mandate; (iii) the grant of the Extension Mandate; (iv) the re-election of retiring Directors; and (v) the declaration of final dividend and special dividend.

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LETTER FROM THE BOARD

2. REPURCHASE MANDATE

An ordinary resolution of the Company was passed on 31 May 2017 whereby a general mandate was given to the Directors to repurchase Shares.

Such general mandate will lapse at the conclusion of the forthcoming AGM. Therefore an ordinary resolution will be proposed at the AGM to grant a general mandate to the Directors to repurchase Shares up to a maximum of 10% of the number of issued Shares as at the date of passing the Repurchase Resolution (the “Repurchase Mandate”).

An explanatory statement, as required under the Listing Rules, providing the requisite information of the Repurchase Mandate is set out in Appendix I to this circular.

3. SHARE ISSUE MANDATE

Ordinary resolutions of the Company were also passed on 31 May 2017 whereby (i) a general mandate was given to the Directors to allot, issue and deal with Shares and (ii) such general mandate was extended by way of adding thereto the Shares repurchased by the Company pursuant to the general mandate to repurchase Shares granted to the Directors on 31 May 2017.

Such general mandates will lapse at the conclusion of the forthcoming AGM. Therefore two ordinary resolutions will be proposed respectively at the AGM to grant the Directors (i) a general mandate to allot, issue and deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing the Share Issue Resolution (the “Share Issue Mandate”) and (ii) an extension of such general mandate so granted to the Directors by adding thereto the Shares repurchased by the Company pursuant to the Repurchase Mandate, up to a maximum of 10% of the number of issued Shares as at the date of passing of the resolution approving such an extension (the “Extension Mandate”).

4. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, namely Mr. Li Zhenjiang, Ms. Xin Yunxia, Mr. Li Huimin, Mr. Chen Zhong, Ms. Cheng Li, Mr. Sun Liutai and Prof. Luo Guoan.

Pursuant to Article 87(1) of the Articles, Mr. Li Zhenjiang, Ms. Xin Yunxia and Mr. Sun Liutai will retire by rotation at the AGM. Pursuant to Article 86(3) of the Articles, Prof. Luo Guoan will hold office until the forthcoming AGM. The above-mentioned Directors, being eligible for re-election, offer themselves for re-election.

Information of the Directors standing for re-election are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

5. DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND

As mentioned in the announcement of the Company dated 29 March 2018, the Directors proposed that a final dividend of RMB12 cents (equivalent to HK$0.1494 according to the telegraphic transfer exchange rates quoted by the bank at 10:00 a.m. on 29 March 2018 (RMB1=HK$1.245)) per share (the “Final Dividend”) and a special dividend of RMB9 cents (equivalent to HK$0.1121 according to the telegraphic transfer exchange rates quoted by the bank at 10:00 a.m. on 29 March 2018 (RMB1=HK$1.245)) per share (the “Special Dividend”) will be paid out of the share premium account of the Company on 15 June 2018, to Shareholders whose names appear on the register of members of the Company on 8 June 2018, and these dividends are subject to approval of the Shareholders at the AGM and compliance with the Companies Law.

Under Section 34(2) of the Companies Law, the share premium account may be applied by a company in paying dividends to members provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business (the “solvency test”). The Board confirms that with respect to the Final Dividend and the Special Dividend, the Company meets the solvency test as laid down under the Companies Law and shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the Final Dividend and Special Dividend is proposed to be paid.

6. ANNUAL GENERAL MEETING

The notice convening the AGM, at which ordinary resolutions will be proposed to approve, inter alia, the Repurchase Mandate, the Share Issue Mandate, the Extension Mandate, the re-election of retiring Directors, the Final Dividend and the Special Dividend, is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the AGM or any adjournment thereof in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business in Hong Kong at Suite 3109, 31st Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM shall therefore demand voting on all resolutions set out in the notice of AGM be taken by way of poll pursuant to Article 66 of the Articles.

• 5 -

LETTER FROM THE BOARD

8. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 25 May 2018 to Thursday, 31 May 2018, both days inclusive, for the purpose of determining Shareholders’ eligibility to attend, act and vote at the AGM, during which period no transfer of Shares will be registered. In order to determine the entitlement to attend, act and vote at the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 24 May 2018.

The register of members of the Company will be closed from Wednesday, 6 June 2018 to Friday, 8 June 2018, both days inclusive, for the purpose of determining Shareholders’ entitlement to the proposed Final Dividend and Special Dividend, during which period no transfer of Shares will be registered. In order to qualify for the proposed Final Dividend and Special Dividend, all transfer documents, accompanied by the relevant share certificates, must be lodged with Computershare Hong Kong Investor Services Limited at the above address, for registration no later than 4:30 p.m. on Tuesday, 5 June 2018.

9. RECOMMENDATION

The Directors consider that the proposals referred to in this circular are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully, By Order of the Board LI Zhenjiang Chairman

• 6 -

EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with all the information necessary for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 827,000,000 Shares. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 82,700,000 Shares (representing 10% of the total number of issued Shares as at the Latest Practicable Date).

2. REASONS FOR REPURCHASES

The Directors are of the view that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and its assets and/or its earnings per share of the Company and will only be made when the Directors are of the view that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, the Articles and the applicable laws and regulations of the Cayman Islands. Pursuant to the Repurchase Mandate, repurchases will be made out of funds of the Company legally permitted to be utilized in this connection, including profits of the Company or out of a fresh issue of Shares made for such purpose of the repurchase or, if authorized by the Articles and subject to the Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles and subject to the Companies Law, out of capital of the Company. The Company may not repurchase Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange prevailing from time to time.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 December 2017 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing positions which in the opinion of the Directors are from time to time appropriate for the Company.

• 7 -

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date:

	per Share
	Highest	Lowest
	HK$	HK$
2017
April	9.50	8.54
May	9.86	8.52
June	8.79	7.67
July	8.08	7.64
August	7.91	7.04
September	7.22	6.90
October	7.45	6.82
November	7.45	6.96
December	7.43	6.67
2018
January	9.68	7.29
February	12.42	9.36
March	12.76	10.78
April (up to and including the Latest Practicable Date)	15.70	11.72

5. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases have been made by the Company of its Shares in the six months prior to the Latest Practicable Date.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company under the Repurchase Mandate.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Share to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders and exercised by the Board.

• 8 -

EXPLANATORY STATEMENT

APPENDIX I

7. EFFECT OF TAKEOVERS CODE

If, as a result of the exercise of the repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, 546,802,990 Shares are beneficially owned by Forway. The entire issued shares of Forway is owned by Fiducia Suisse SA in its capacity as the trustee of The Li Family 2004 Trust, a discretionary trust, the founder (as defined in the SFO) of which is Mr. Li Zhenjiang and the discretionary objects of which are family members of Mr. Li Zhenjiang (excluding Mr. Li Zhenjiang himself). Accordingly, Mr. Li Zhenjiang, Forway and Fiducia Suisse SA are respectively deemed to be interested in the 546,802,990 Shares (representing approximately 66.12% of the number of issued shares of the Company as at the Latest Practicable Date) under the SFO.

In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then, (if the present shareholding remains the same) the attributable interests of Fiducia Suisse SA, Mr. Li Zhenjiang and Forway would be increased to approximately 73.47% of the number of issued shares of the Company. The Directors are of the view that such increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

The Directors do not intend to exercise the Repurchase Mandate so as to reduce the number of issued shares of the Company in public hands to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange from time to time).

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Set out below are the particulars of the Directors who offer themselves to be re-elected at the AGM:

• (1) Mr. LI Zhenjiang , aged 62, is an executive Director and one of the founders of the Group. Mr. Li obtained an EMBA degree from the Yangtze Commercial Institute. Mr. Li joined the predecessor of the Group in 1974 and has been the Chairman and President of the Group and its predecessor since 1984 with responsibility for business development and strategy. He has more than 20 years’ experience in the operation and management of modern Chinese medicine enterprises. Mr. Li takes charge of the overall management of the Group and is also specifically responsible for the Group’s research and development activities. Mr. Li is a Representative to the 10th, 11th and 12th National People’s Congress. He was named as an Outstanding Entrepreneur in the PRC Pharmaceutical Industry in 1994 and has received a National Wu Yi Labour Award and special subsidies of the State Council. Mr. Li is the vice-chairman of the PRC Chinese Medicine Association. Mr. Li is also directors of several members of the Group.

Mr. Li has entered into a service contract with the Company for a term of 2 years from 1 October 2016. The aggregate remuneration paid for the year ended 31 December 2017 and payable for the nine months ending 30 September 2018 are HK$5,200,000 and HK$3,600,000 respectively. According to the service contract of Mr. Li, he is entitled to an annual director’s fee of HK$336,000 and an annual salary of HK$4,864,000. Mr. Li is also entitled to a discretionary bonus to be determined by the Board at the Board’s absolute discretion (and approved by its duly appointed remuneration committee) having regard to the performance of the Group, provided that the aggregate amount of the bonus payable to all Directors in respect of any financial year shall not exceed 5% of the audited consolidated net profits after taxation but before extraordinary items of the Company for the relevant financial year. There will be no change to Mr. Li’s service terms upon his re-election.

Save as disclosed above, Mr. Li has not held directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held any other position with the Company and other members of the Group.

As at the Latest Practicable Date, Mr. Li is deemed under the SFO to be interested in the 546,802,990 Shares (representing approximately 66.12% of the total issued share capital of the Company) beneficially owned by Forway, details of which is more particularly described under paragraph 7 of Appendix I to this circular. Save as disclosed above, as at the Latest Practicable Date, Mr. Li does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

In relation to the re-election of Mr. Li Zhenjiang as Director, save for the information disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter in relation to his standing for re-election as Director that need to be brought to the attention of the Shareholders.

• 10 -

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

• (2) Ms. XIN Yunxia , aged 54, is an executive Director and one of the founders of the Group. Ms. Xin graduated from the Yangtze Commercial Institute with an EMBA degree. Ms. Xin is primarily responsible for the Group’s human resources management and operation. Ms. Xin joined the predecessor of the Group in 1981, focused on administration. She was the Deputy General Manager (human resources management) of Shineway Medical Science & Technology Co., Ltd. immediately prior to the corporate reorganisation in preparation of the listing of the Company in 2004. Ms. Xin has more than 20 years’ experience in business management in the industry with the Group. Ms. Xin was appointed as an executive Director in 2004.

Ms. Xin has entered into a service contract with the Company for a term of 2 years from 1 October 2016. The aggregate remuneration paid for the year ended 31 December 2017 and payable for the nine months ending 30 September 2018 are approximately HK$3,000,000 and HK$2,076,921 respectively. According to the service contract of Ms. Xin, she is entitled to annual director’s fee of HK$193,848 and annual salary of HK$2,806,152. Ms. Xin is also entitled to a discretionary bonus to be determined by the Board at the Board’s absolute discretion (and approved by its duly appointed remuneration committee) having regard to the performance of the Group, provided that the aggregate amount of the bonus payable to all Directors in respect of any financial year shall not exceed 5% of the audited consolidated net profits after taxation but before extraordinary items of the Company for the relevant financial year. There will be no change to Ms. Xin’s service terms upon her re-election.

Save as disclosed above, Ms. Xin has not held directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held any other position with the Company and other members of the Group. Ms. Xin is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Ms. Xin beneficially owns 540,000 Shares and has interest in the options with subscription rights for 1,000,000 Shares, representing approximately 0.07% and 0.12% of the total issued share capital of the Company respectively. Save as disclosed above, as at the Latest Practicable Date, Ms. Xin does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

In relation to the re-election of Ms. Xin Yunxia as Director, save for the information disclosed above, there is no information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter in relation to her standing for re-election as Director that need to be brought to the attention of the Shareholders.

• 11 -

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

• (3) Mr. SUN Liutai , aged 54, is an independent non-executive Director since 2010. He is a Chinese Certified Public Accountant. He was postgraduated in Economic Management Institute of North Western University. Mr. Sun has sound experience in accounting professional and finance. He was appointed by Hebei Securities and Futures Commission to investigate a company listed on the Shenzhen Stock Exchange in 2003. He worked as an assistant manager of general strategic department in China Investment Bank Hebei branch from 1987 to 1992, and worked as an assistant general manager in a Hebei Investment Management Consultancy Company in 1992 to 1995. He then worked as a principal accountant in Hebei Yongzhengde Certified Public Accountants from 1995 to 2002, during which he was engaged in audit of a company listed on the Shanghai Stock Exchange. Mr. Sun has been working as a partner of Hebei Peking Certified Public Accountants from 2002 to present. Mr. Sun was a general committee of Hebei Society of Certified Public Accountants in 2002 to 2008, and was employed as an independent director and audit in-charge of Qinhuangdao Yaohua Glass Co., Ltd (a company listed on the Shanghai Stock Exchange, stock code: 600716) from May 2002 to June 2008.

Mr. Sun entered into an appointment letter for a term of 2 years in 2016 which is terminable by either party by giving 1-month notice. The term of appointment of Mr. Sun is subject to retirement by rotation and re-election at the AGM in accordance with the Articles. The annual aggregate director’s fee paid for the year ended 31 December 2017 is HK$156,000. The emoluments of Mr. Sun were determined with reference to his duties, responsibilities and experience, as well as the Group’s emolument policy for independent non-executive Directors. There will be no change to Mr. Sun’s service terms upon his re-election.

Save as disclosed above, Mr. Sun has not held directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held any other position with the Company and other members of the Group. Mr. Sun is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

In relation to the re-election of Mr. Sun Liutai as Director, save for the information disclosed above, there is no other information required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and there is no other matter in relation to his standing for re-election as Director that need to be brought to the attention of the Shareholders.

• 12 -

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

• (4) Prof. LUO Guoan , aged 71, an independent non-executive Director, head of the Collaboration Centre of Network for Traditional Chinese Medicine of National Education Ministry, professor and doctoral tutor of Department of Chemistry in Tsinghua University. Prof. Luo graduated with biochemical engineering profession, and subsequently obtained master degree in chemistry from East China University of Science and Technology. Prof. Luo is currently the committee chairman of the biopharmaceutical technology branch of China Medicinal Biotech Association, council chairman of the National Conference on Pharmaceutical Analysis and the chairman of Chinese Medicine Product Development and Cultivation of Professional Committee in China Association of Traditional Chinese Medicine. Prof. Luo was appointed as an independent non-executive Director on 16 June 2017.

Prof. Luo has entered into a letter of appointment with the Company. The appointment of Prof. Luo as an independent non-executive Director is for a term of 2 years from 16 June 2017 to 15 June 2019. The aggregate directors’ fee paid for the year ended 31 December 2017, and payable for the year ended 31 December 2018 and for the six months ended 2019 are approximately HK$84,500, HK$156,000 and HK$71,500 respectively. The emoluments of Prof. Luo were determined with reference to his duties, responsibilities and experience, as well as the Group’s emolument policy for independent non-executive Directors. There will be no change to Prof. Luo’s service terms upon his re-election.

Save as disclosed above, Prof. Luo has not held directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held any other position with the Company and other members of the Group. Prof. Luo is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

In relation to the re-election of Prof. Luo Guoan as Director, save for the information disclosed above, there is no information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter in relation to his standing for re-election as Director that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02877)

NOTICE IS HEREBY GIVEN that an annual general meeting of China Shineway Pharmaceutical Group Limited (the “Company”) will be held at Suite 3109, 31st Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on Thursday, 31 May 2018 (the “AGM”), for the following purposes:

1. To receive and consider the audited consolidated financial statements, the report of directors of the Company (the “Directors”) and the report of the independent auditor for the year ended 31 December 2017.

2. 2(A). To re-elect Mr. LI Zhenjiang as Director.

3. 2(B). To re-elect Ms. XIN Yunxia as Director.

4. 2(C). To re-elect Mr. SUN Liutai as Director.

5. 2(D). To re-elect Prof. LUO Guoan as Director.

6. 2(E). To authorize the board of Directors to fix the remuneration of the Directors.

7. To re-appoint Deloitte Touche Tohmatsu as auditor and to authorize the board of Directors to fix their remuneration.

8. To consider, and if thought fit, pass (with or without modification) the following resolutions as ordinary resolutions:–

ORDINARY RESOLUTIONS

• (A) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the

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NOTICE OF ANNUAL GENERAL MEETING

Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) or of any other stock exchange (as applicable) as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the law to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

(B) “ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, other than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for

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NOTICE OF ANNUAL GENERAL MEETING

the grant or issue of shares or rights to acquire shares of the Company; (iii) an issue of shares upon the exercise of the subscription or conversion rights under the terms of any warrants or any securities of the Company which are convertible into shares of the Company; or (iv) an issue of shares as scrip dividends pursuant to the Articles of Association of the Company from time to time, shall not exceed 20% of the number of the issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the law to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

“Rights Issue” means an offer of shares of the Company or an issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to the holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusion 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 applicable to the Company).”

• (C) “ THAT subject to the passing of the Resolution nos. 4(A) and 4(B) set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution no. 4(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution no. 4(A) set out in the notice convening this meeting, provided that such extended amount of shares so repurchased shall not exceed 10% of the number of the issued shares of the Company as at the date of passing of this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider, and if thought fit, pass (with or without modification) the following resolution as an ordinary resolution of the Company:–

ORDINARY RESOLUTION

“ THAT the payment of a final dividend from the share premium account of the Company of RMB12 cents (equivalent to HK$0.1494 according to the telegraphic transfer exchange rates quoted by the bank at 10:00 a.m. on 29 March 2018 (RMB1=HK$1.245)) per share in respect of the year ended 31 December 2017 to shareholders of the Company as recorded on the register of members of the Company on 8 June 2018 be and is hereby approved.”

1. To consider, and if thought fit, pass (with or without modification) the following resolution as an ordinary resolution of the Company:–

ORDINARY RESOLUTION

“ THAT the payment of a special dividend from the share premium account of the Company of RMB9 cents (equivalent to HK$0.1121 according to the telegraphic transfer exchange rates quoted by the bank at 10:00 a.m. on 29 March 2018 (RMB1=HK$1.245)) per share in respect of the year ended 31 December 2017 to shareholders of the Company as recorded on the register of members of the Company on 8 June 2018 be and is hereby approved.”

By Order of the Board of China Shineway Pharmaceutical Group Limited LI Zhenjiang Chairman

Hong Kong, 26 April 2018

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s principal place of business in Hong Kong at Suite 3109, 31st Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

3. The register of members of the Company will be closed from Friday, 25 May 2018 to Thursday, 31 May 2018, both days inclusive, for the purpose of determining Shareholders’ eligibility to attend, act and vote at the AGM, during which period no transfer of shares will be registered. In order to determine the entitlement to attend, act and vote at the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 24 May 2018.

The register of members of the Company will also be closed from Wednesday, 6 June 2018 to Friday, 8 June 2018, both days inclusive, for the purpose of determining Shareholders’ entitlement to the proposed final dividend and special dividend, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend and special dividend, all transfer documents, accompanied by the relevant share certificates, must be lodged with Computershare Hong Kong Investor Services Limited at the above address, for registration no later than 4:30 p.m. on Tuesday, 5 June 2018.

1. With regard to item no. 2 in this notice, the board of Directors proposes that the retiring Directors, namely Mr. LI Zhenjiang, Ms. XIN Yunxia, Mr. SUN Liutai, and Prof. LUO Guoan, be re-elected as Directors. Information of these Directors are set out in Appendix II to the circular to shareholders of the Company dated 26 April 2018.

2. As at the date of this notice, the executive Directors are Mr. LI Zhenjiang, Ms. XIN Yunxia, Mr. LI Huimin and Mr. CHEN Zhong, and the independent non-executive Directors are Ms. CHENG Li, Mr. SUN Liutai and Prof. LUO Guoan.

3. If Typhoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 8:00 a.m. on the date of the meeting, then the AGM will be postponed. The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

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