Consun Pharmaceutical Group Limited — Capital/Financing Update 2020

Jun 1, 2020

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

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1681)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The Board (the “ Board ”) of directors (the “ Directors ”) of Consun Pharmaceutical Group Limited (the “ Company ”) announces that the Company has granted 1,688,000 share options (the “ Share Option(s) ”) to certain Directors (collectively the “ Grantees ”) of the Company on 1 June 2020 (the “ Date of Grant ”) to subscribe for the Company’s ordinary shares of HKD0.1 each (the “ Shares ”) under the share option scheme of the Company adopted on 2 December 2013 (the “ Grant ”), subject to acceptance of the Grantees.

Among the 1,688,000 Share Options granted, 844,000 Share Options are granted to Mr. AN Yubao (“ Mr. An ”), the Chairman and a substantial shareholder of the Company, and 844,000 Share Options are granted to Ms. Li Qian (“ Ms. Li ”), the Vice Chairlady, Chief Executive Officer and a substantial shareholder of the Company.

Details of the Grant are as follows:

Date of Grant: 1 June 2019 Exercise price of the Share Options HKD3.57 per Share, which is the highest among: granted: (i) the closing price of HKD3.57 per Share as stated in the daily quotations sheet of the Stock Exchange on 1 June 2020; (ii) the average closing price of HKD3.482 per Share as stated in the daily quotations sheets of the Stock Exchange for five business days immediately preceding 1 June 2020; and (iii) the nominal value of HKD0.1 per Share. Number of the Share Options 1,688,000 Share Options, each Share Option entitling granted: the holder thereof to subscribe for one Share. The closing price of the Shares on HKD3.57 per Share. the Date of Grant: Validity period of the Share Options: Ten (10) years, from 1 June 2020 to 31 May 2030 (both days inclusive). Vesting condition of the Share The Share Options are exercisable, subject to the Options: fulfillment of various performance targets set by the Company.

As disclosed above, the Grantees (Mr. An and Ms. Li) are Directors, chief executives and substantial shareholders (as defined in the Listing Rules) of the Company. Each of Mr. An and Ms. Li has abstained from voting in respect of the Board resolution in the Board meeting to approve the grant of Share Options to himself/herself respectively.

Pursuant to Rule 17.04(1) of the Listing Rules, the grant of share options by the Company to a Director, chief executive or substantial shareholder of the Company or any of their associates (as defined in the Listing Rules) must be approved by the independent non-executive Directors (excluding independent non-executive Director who is the grantee of the share options concerned). On 1 June 2020, the independent non-executive Directors approved the grant of Share Options to Mr. An and Ms. Li

On 1 June 2020, the Remuneration Committee of the Company approved the grant of Share Options to Mr. An and Ms. Li. Ms. Li, being a member of the Remuneration Committee of the Company, has abstained from voting in respect of the Remuneration Committee meeting to approve the grant of Share Options to herself.

Further, pursuant to Rule 17.04(1) of the Listing Rules, where any grant of share options to a substantial shareholder or an independent non-executive Director of the Company, or any of their respective associates (as defined in the Listing Rules), would result in the Shares issued and to be issued upon exercise of all share options already granted and to be granted (including share options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant (i) representing in aggregate over 0.1% of the Shares in issue; and (ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HKD5,000,000, such grant of share options must be approved by the shareholders in a general meeting at which the grantee, his associates and all core connected persons of the Company must abstain from voting in favour at such general meeting.

The grant of Share Options to each of Mr. An and Ms. Li (both being substantial shareholders) would result in the Shares issued and to be issued upon exercise of all share options already granted and to be granted (including share options exercised, cancelled and outstanding) to each of them in the 12-month period up to and including the Date of Grant (i) representing in aggregate below 0.1% of the Shares in issue; and (ii) having an aggregate value, based on the closing price of the Shares at the Date of Grant, below HKD5,000,000, falling outside the ambit of Rule 17.04(1) of the Listing Rules. The grant of Share Options to each of Mr. An and Ms. Li is therefore does not subject to shareholders’ approval.

By order of the Board of Consun Pharmaceutical Group Limited AN Yubao Chairman

Hong Kong, 1 June 2020

As at the date of this announcement, the Board comprises Mr. AN Yubao, Ms. LI Qian and Professor ZHU Quan as executive Directors; Mr. SU Yuanfu, Mr. FENG Zhongshi and Ms. CHEN Yujun as independent non-executive Directors.