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Consun Pharmaceutical Group Limited Proxy Solicitation & Information Statement 2014

May 13, 2014

50087_rns_2014-05-12_fd1e4fe6-2e26-45c4-a9d6-b258b40b768f.pdf

Proxy Solicitation & Information Statement

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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 )

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Consun Pharmaceutical Group Limited (the “ Company ”) will be held at Taishan Room, Level 5, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong, on Wednesday, 28 May 2014, at 10:30 a.m. or immediately after conclusion of the Company’s annual general meeting to be held on the same day, whichever is later, for the following purposes:

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

  1. “THAT the grant of share options (the “ Options ”) to Mr. AN Yubao (“ Mr. AN ”) to subscribe for 10,000,000 ordinary shares of HK$0.1 each in the share capital of the Company (“ Shares ”) at an exercise price of HK$6.64 per share under the share option scheme adopted by the Company on 2 December 2013 (the “ Share Option Scheme ”) on the terms set out in the circular issued by the Company on 13 May 2014 be and is hereby approved and that the Directors be and are hereby authorized to do all such acts and execute all such documents as may be necessary, desirable or expedient to give full effect to the grant of Options to Mr. AN and the issue of Shares upon exercise of the Options by Mr. AN.”

  2. “THAT the grant of Options to Ms. LI Qian (“ Ms. LI ”) to subscribe for 10,000,000 Shares at an exercise price of HK$6.64 per share under the Share Option Scheme on the terms set out in the circular issued by the Company on 13 May 2014 be and is hereby approved and that the Directors be and are hereby authorized to do all such acts and execute all such documents as may be necessary, desirable or expedient to give full effect to the grant of Options to Ms. LI and the issue of Shares upon exercise of the Options by Ms. LI.”

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

Hong Kong, 13 May 2014

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Notes:

  1. A member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and, on a poll, vote in his stead. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and, on a poll, vote on his behalf. A proxy need not be a member of the Company.

  2. In order to be valid, a proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

  3. The register of members of the Company will be closed from Friday, 23 May 2014 to Wednesday, 28 May 2014 (both days inclusive), during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the extraordinary general meeting, all duly completed 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 not later than 4:30 p.m. on Thursday, 22 May 2014.

  4. According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at general meeting of the Company must be taken by poll. Therefore, all proposed resolutions put to the vote at the EGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

  5. A circular containing details of the proposed grant of options to each of Mr. AN and Ms. LI will be dispatched to the shareholders of the Company.

  6. As at the date of this notice, the Executive Directors of the Company are Mr. AN Yubao, Ms. LI Qian and Professor ZHU Quan; the Non-executive Directors are Mr. YOUNG Wai Po, Peter and Mr. WANG Shunlong; the Independent Non-executive Directors are Mr. SU Yuanfu, Mr. FENG Zhongshi and Ms. CHENG Xinxin.

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