Livzon Pharmaceutical Group Inc. — Proxy Solicitation & Information Statement 2015

Nov 2, 2015

麗珠醫藥集團股份有限公司

LIVZON PHARMACEUTICAL GROUP INC.[*]

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

(Stock code: 1513)

PROXY FORM FOR THE 2015 THIRD EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 21 DECEMBER 2015

I/We[(Note1)] of being the registered holder(s) of a total of (Note 2) A Shares/H Shares in the issued A Shares/H Shares in the issued share capital of 麗珠醫藥集團股份有限公司Livzon Pharmaceutical Group Inc.* (the “ Company ”), hereby appoint the Chairman of the meeting or of to act as my/our proxy[(Note 3) ] to attend and vote for me/us and on my/our behalf at the Company’s 2015 Third Extraordinary General Meeting (the “ EGM ”) (and any adjournment thereof) to be held at the Conference Room on the 2nd Floor of Livzon Building, 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China at 2:00 p.m. on Monday, 21 December 2015, in accordance with the instructions indicated below.

(Note 2) A Shares/H Shares in the issued A Shares/H Shares in the issued

Please tick in the appropriate box to indicate how you wish to vote[(Note 4)] .

	SPECIAL RESOLUTIONS	FOR	AGAINST	ABSTAIN
1.	To consider and approve the Company’s fulfillment of the conditions of the non-publicissuance of A shares.
2.	To consider and approve one by one the proposal of non-public issuance of A shares of theCompany.
	2.1Types and par value of shares to be issued
	2.2Amount to be issued
	2.3Method and time of issuance
	2.4Targets of issuance and subscription method
	2.5Pricing method and issuing price
	2.6Restricted period
	2.7Place of listing
	2.8Use of proceeds and amounts
	2.9Ownership of undistributed profits of the Company accrued before this non-publicissuance
	2.10 Valid period of resolution
3.	To consider and approve the contingency plan of non-public issuance of A shares of theCompany.
4.	To consider and approve the feasibility analysis report on the usage of the funds raised bythe non-public issuance of A shares of the Company.

• For identification purpose only

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR	AGAINST	ABSTAIN
5.		To consider and approve the connected transactions constituted by the non-public issuanceof A shares of the Company.
6.		To consider and approve the authorization proposed to be granted to the Boardshareholders’ meeting to be fully in-charge of the management of the relevant matthe non-public issuance of A shares.	at theters on
7.		To consider and approve the full-scale amendment of “Administrative MeasuresUsage of Funds raised by Livzon Pharmaceutical Group Inc.”.	on the
Date:Notes:	2015Signature(Note 5):

1. Please insert the full name(s) and address(es) in BLOCK CAPITALS .

2. Please delete as appropriate for the class of share(s), and insert the number of share(s) registered under your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the numbers and classes of shares of the Company registered under your name(s). If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more persons as his proxy to attend and vote in his stead. The proxy need not be a shareholder of the Company.

4. IMPORTANT: If you wish to vote for a resolution, please tick in the box marked “For”. If you wish to vote against a resolution, please tick in the box marked “Against”. If you wish to abstain from voting on a resolution, please tick in the box marked “Abstain”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Save as otherwise indicated in this proxy form by you, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the EGM. Any abstain vote will be counted in the calculation of the required majority. Where any shareholder is, under the rules governing the listing of securities on the Stock Exchange of Hong Kong limited, required to abstain from voting on any particular resolution or restricted to vote only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

5. This proxy form must be signed by the shareholder or his/her/its attorney duly authorised in writing. Where the shareholder is a legal person, the proxy form should be executed under its common seal or under the hand of its director or a legal representative or an attorney duly authorised to sign the same. If the proxy form is signed by an authorised person, the power of attorney or other documents of authorisation must be notarised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted by the Company to the exclusion of the votes any other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. To be valid, this proxy form and the notarised power of attorney or other documents of authorisation (if any) must be delivered to the Secretariat of the Board at 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China (postal code: 519020) (for A Shareholders) or the H Share Registrar of the Company, Tricor Investor Services Limited (for H Shareholders) of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the holding of the EGM.

8. Completion and return of the proxy form will not preclude you from attending and voting at the EGM and any adjournment thereof in person, and in such event, this proxy form shall be deemed to be revoked.