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

May 5, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc. *, you should at once hand this circular together with the enclosed reply slip for attendance and proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

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)

(I) 2014 ANNUAL PROFIT DISTRIBUTION PLAN (II) PROPOSED FACILITY FINANCING AND PROVISION OF FINANCING GUARANTEES TO SUBSIDIARIES (III) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD FOR ISSUING SHARES

AND

(IV) CONVENING THE ANNUAL GENERAL MEETING, CLASS MEETING OF A SHAREHOLDERS AND CLASS MEETING OF H SHAREHOLDERS

The letter from the Board is set out on pages 6 to 16 of this circular.

The Company will hold the Annual General Meeting, Class Meeting of A Shareholders and Class Meeting of H Shareholders of the Company 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., 3:30 p.m. (or immediately after the conclusion of the Annual General Meeting or any adjournment thereof) and 4:00 p.m. (or immediately after the conclusion of Class Meeting of A Shareholders or any adjournment thereof) on Friday, 26 June 2015. Notices have been given regarding the Annual General Meeting and the Class Meeting of H Shareholders by the Company on 30 April 2015, and reply slips for attendance and proxy forms for the above meetings are also dispatched on 30 April 2015 by the Company. The aforesaid documents are also available for download on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.livzon.cn).

If you would like to attend the Annual General Meeting and (or) the Class Meeting of H Shareholders in person or by proxy, please complete the reply slip in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in person, by post or by fax in any event on or before Saturday, 6 June 2015. If you would like to attend the Annual General Meeting and (or) the Class Meeting of H Shareholders by proxy, please complete the proxy form in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited as soon as possible and in any event no later than 24 hours before the holding of the Annual General Meeting and (or) the Class Meeting of H Shareholders or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting and (or) the Class Meeting of H Shareholders or any adjournment thereof in person if you so wish.

6 May 2015

• For identification purpose only

CONTENTS

Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Letter from the Board
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
II.	2014 Annual Profit Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
III.	Proposed Facility Financing and Provision of
	Financing Guarantees to Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
IV.	Proposed Grant of General Mandate to the Board for Issuing Shares . . . . . . . .	14
V.	Convening the Annual General Meeting, Class Meeting of
	A Shareholders and Class Meeting of H Shareholders . . . . . . . . . . . . . . . . . .	15
VI.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

• “Company” or

• “Our Company”

Livzon Pharmaceutical Group Inc.*（麗珠醫藥集團股份 有限公司）, a joint stock limited company incorporated in the PRC in accordance with the Company Law on 25 January 1985 with limited liability, whose shares are listed on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange respectively

• “A Share(s)”

the ordinary shares in the registered capital of the Company with a nominal value of RMB1.00 each, which are listed and traded on the Shenzhen Stock Exchange

• “A Shareholder(s)”

holder(s) of A Shares

• “H Share(s)”

the ordinary shares in the registered capital of the Company with a nominal value of RMB1.00 each, which are listed and traded on the Hong Kong Stock Exchange

• “H Shareholder(s)”

• holder(s) of H Shares

• “Annual General Meeting”

the Annual General Meeting of the Company for the year 2014 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 Friday, 26 June 2015

• “Class Meeting of A Shareholders”

the 2015 Second Class Meeting of A Shareholders to be held at the Conference Room on the 2nd Floor of Livzon Building, 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China at 3:30 p.m. (or immediately after the conclusion of the Annual General Meeting of the Company for the year 2014 or its adjournment thereof) on Friday, 26 June 2015

– 1 –

DEFINITIONS

• “Class Meeting of H Shareholders”

• “General Meetings”

• “Notices of General Meetings”

• “Cash Dividend”

• “Bonus Issue” or “Bonus Share(s)”

“Record Date”

• “Latest Practicable Date”

the 2015 Second Class Meeting of H Shareholders to be held at the Conference Room on the 2nd Floor of Livzon Building, 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China at 4:00 p.m. (or immediately after the conclusion of the 2015 Second Class Meeting of A Shareholders or its adjournment thereof) on Friday, 26 June 2015

the Annual General Meeting of the Company for the year 2014, the 2015 Second Class Meeting of A Shareholders and the 2015 Second Class Meeting of H Shareholders of the Company

• notices dated 30 April 2015 for convening the 2014 Annual General Meeting, the 2015 Second Class Meeting of A Shareholders and the 2015 Second Class Meeting of H Shareholders of the Company

the distribution of cash dividend of RMB1.00 (tax inclusive) for every 10 shares held to all shareholders of the Company based on the Company’s total share capital as at the registration date of shareholding determined by the implementation of the 2014 Annual Profit Distribution Plan

the Bonus Issue by way of capitalizing our capital reserve on the basis of 3 shares for every 10 shares held to all shareholders of the Company based on the Company’s total share capital as at the registration date of shareholding determined by the implementation of the 2014 Annual Profit Distribution Plan

Friday, 10 July 2015, the record date set to determine the H Shareholders eligible for Cash Dividend and Bonus Shares

30 April 2015, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication

– 2 –

DEFINITIONS

“Articles of Association”	the Articles of Association of Livzon Pharmaceutical Group
	Inc.*
“Board”	the board of directors of the Company
“Supervisory Committee”	the Supervisory Committee of the Company
“China” or “PRC”	the People’s Republic of China
“Company Law”	the Company Law of the PRC
“Joincare”	Joincare Pharmaceutical Industry Group Co., Ltd.（健康元
	藥業集團股份有限公司）
“CSRC”	China Securities Regulatory Commission
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange of Hong Kong Limited
“Shenzhen Stock Exchange”	The Shenzhen Stock Exchange
“Shenzhen Listing Rules”	Listing Rules of The Shenzhen Stock Exchange (as
	amended in 2014)
“HKSCC”	Hong Kong Securities Clearing Company Limited
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC

• For identification purpose only

– 3 –

EXPECTED TIMETABLE

2015

Latest time for lodging transfer documents for registration of transfer of H Shares to qualify for attending and voting at the Annual General Meeting and the Class Meeting of H Shareholders . . . . . . . . . . . . . . . . . . . . 4:30p.m. on Tuesday, 26 May Closure of register of members for transfer of H Shares to qualify for attending and voting at the Annual General Meeting and the Class Meeting of H Shareholders . . . . . . . . . . . . . . . . . . . . . . . .From Wednesday 27 May to Friday 26 June (both days inclusive) Latest time for returning reply slip for attendance at the Annual General Meeting and the Class Meeting of H Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Saturday, 6 June Latest time for returning proxy form for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00p.m. on Thursday, 25 June Latest time for returning proxy form for the Class Meeting of H Shareholders . . . . . . . . . . . . . . . . . . . 4:00p.m. on Thursday, 25 June Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on Friday, 26 June Class Meeting of A Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3:30p.m. on Friday, 26 June (or immediately after the conclusion of the Annual General Meeting or any adjournment thereof) Class Meeting of H Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00p.m. on Friday, 26 June (or immediately after the conclusion of the Class Meeting of A Shareholders or any adjournment thereof) Resumption for registration of transfer of H Shares . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 June

– 4 –

EXPECTED TIMETABLE

Latest time for lodging transfer documents for

registration of transfer of H Shares to qualify for

Cash Dividend and Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. Friday, 3 July

Closure of register of members

for transfer of H Shares to qualify for

Cash Dividend and Bonus Shares . . . . . . . . . . . . . . . . . . From Saturday, 4 July to Friday, 10 July (both dates inclusive) Record Date (to qualify H Shareholders for

Cash Dividend and Bonus Shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 10 July

Resumption for registration of transfer of H Shares . . . . . . . . . . . . . . . . . . . . . . . . Monday, 13 July

Date of issuing bonus H Shares under the Bonus Issue . . . . . . . . . . . . . . . . . . . . .Friday, 14 August

New H Shares expected to be listed on the

Hong Kong Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00a.m. Monday, 17 August

Latest date for delivery of payment checks for Cash Dividend . . . . . . . . . . . . . . . .Friday, 14 August

Note: The dates with regard to Cash Dividend and Bonus Shares are for reference only as they are subject to approval by the shareholders and might be adjusted by the Company. If there is any such change, the Company will inform the shareholders by means of notice.

All times and dates in this circular are Hong Kong times and dates.

– 5 –

LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Tao Desheng (Vice Chairman and President) Mr. Fu Daotian (Vice President) Mr. Yang Daihong (Vice President)

Non-executive Directors: Mr. Zhu Baoguo (Chairman) Mr. Qiu Qingfeng Mr. Zhong Shan

Registered office: Administration and Research Building, 38 Chuangye North Road, Shuang Linpian Area, Liangang Industrial Zone, Hongqi Town, Jinwan District, Zhuhai, Guangdong Province, China

Independent Non-executive Directors:

Mr. Xu Yanjun Mr. Yang Bin Mr. Guo Guoqing Mr. Wang Xiaojun

Principal place of business in Hong Kong: Flat 02, 17/F, Bayfield Building, 99-101 Hennessy Road, Wanchai, Hong Kong

To the Shareholders,

Dear Sir/Madam,

(I) 2014 ANNUAL PROFIT DISTRIBUTION PLAN (II) PROPOSED FACILITY FINANCING AND PROVISION OF FINANCING GUARANTEES TO SUBSIDIARIES (III) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD FOR ISSUING SHARES AND

(IV) CONVENING THE ANNUAL GENERAL MEETING, CLASS MEETING OF A SHAREHOLDERS AND CLASS MEETING OF H SHAREHOLDERS

I. INTRODUCTION

The purpose of this circular is to provide you with relevant information to enable you to make informed decisions in voting on the ordinary resolutions and the special resolutions in relation to (among others) the followings to be proposed at the General Meetings:

• For identification purpose only

– 6 –

LETTER FROM THE BOARD

1. 2014 Annual Profit Distribution Plan

2. Proposed facility financing and provision of financing guarantees to subsidiaries

3. Proposed grant of general mandate to the Board for issuing shares

II. 2014 ANNUAL PROFIT DISTRIBUTION PLAN

The Company will propose special resolutions to be considered and passed as appropriate at the Annual General Meeting, Class Meeting of A Shareholders and Class Meeting of H Shareholders: (i) to distribute cash dividend of RMB1 (including taxes) for every 10 shares held to all shareholders of the Company, based on the Company’s total share capital as at the registration date of shares determined by implementation of the 2014 Annual Profit Distribution Plan; (ii) subject to satisfaction of the conditions set out in “Conditions for Bonus Issue” below, to make a bonus issue by way of capitalizing our capital reserve on the basis of 3 shares for every 10 shares held to all shareholders of the Company; and (iii) to authorize the Board to deal with the specific matters regarding profit distribution for 2014.

Based on all the 304,382,252 issued shares (including 192,388,898 A Shares and 111,993,354 H Shares) of the Company as of the Latest Practicable Date, and assuming that no new share will be allotted or issued before the Record Date, shareholders whose names are listed on the register of members of the Company at close of business on the Record Date will be distributed: (i) Cash dividend of RMB30,438,225.20 in total, and (ii) issue of 91,314,675 new shares (including 57,716,669 new A Shares and 33,598,006 new H Shares) as Bonus Shares upon satisfaction of the conditions set out in “Conditions for Bonus Issue” below, for which capital reserve of RMB91,314,675 will be capitalized. The above proposed Cash Dividend will be denominated in RMB, and will be distributed to A Shareholders in RMB and H Shareholders in Hong Kong dollars. Exchange rate for dividends to be distributed in Hong Kong dollars will be based on the middle rate as published by the People’s Bank of China on the date on which the General Meetings of the Company are held. The remaining undistributed profits and capital reserve will be carried over to the next year.

– 7 –

LETTER FROM THE BOARD

Cash Dividend and 33,598,006 new H Shares will be distributed to H Shareholders whose names are listed on the register of members of the Company at close of business on Friday, 10 July 2015 (“Record Date”). The register of members for H Shares will be closed from Saturday, 4 July 2015 to Friday, 10 July 2015 (both days inclusive) in order to decide the qualification to receive Cash Dividend and Bonus Shares of H Shareholders. In order to qualify for receiving dividends and new H Shares, all transfer documents must be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Friday, 3 July 2015.

In accordance with the “Enterprise Income Tax Law of the People’s Republic of China” (《中華人民共和國企業所得稅法》) and the “Rules for the Implementation of the Enterprise Income Tax Law of the People’s Republic of China” (《中華人民共和國企業所得稅法實施條 例》), both implemented on 1 January 2008 and the “Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Non-resident Enterprise Holders of H Shares” (Guo Shui Han2008 No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通 知》（國稅函2008897號）) promulgated on 6 November 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise shareholders at a tax rate of 10% when the Company distributes any dividends to nonresident enterprise shareholders whose names appear on the register of members of H Shares of the Company. As such, any H Shares of the Company which are not registered in the name(s) of individual(s) (which, for this purpose, includes shares registered in the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H Shares held by non-resident enterprise shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non-resident enterprise shareholders may wish to apply for a tax refund for the difference (if any) in accordance.

In accordance with the “Circular on Certain Issues Concerning the Policies of Individual Income Tax” (Cai Shui Zi 1994 No. 020) (《關於個人所得稅若干政策問題的通知》（財稅字 1994020號）) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. As the Company is a foreign-invested enterprise, the Company will not withhold and pay the individual income tax on behalf of individual shareholders when the Company distributes the cash dividends to overseas individual shareholders whose names appear on the register of members of H Shares of the Company.

– 8 –

LETTER FROM THE BOARD

According to the relevant provisions of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch and in accordance with the market practice as adopted for capitalizing capital reserve for A Shares and distribution of dividends, the Company will separately publish an announcement on distribution of Cash Dividend and Bonus Issue to A Shareholders after the meetings, which will set out (among others) the record date (registration date of shares) and exdividend date for A Shareholders.

Conditions for Bonus Issue

Upon satisfaction of (among others) the following conditions, the Bonus Issue will become unconditional:

• (i) special resolutions on approval of Cash Dividend and Bonus Issue are respectively passed by the shareholders at the General Meetings; and

• (ii) the Listing Committee of Hong Kong Stock Exchange has approved the listing of and permitted to deal in the 33,598,006 new H Shares as proposed to be allotted under the Bonus Issue at the Main Board of Hong Kong Stock Exchange.

Reasons for the Bonus Issue

The Board is of the opinion that shareholders can participate in the business growth of the Company by the Bonus Issue. In addition, through the Bonus Issue, the Company’s capital base can be expanded, and market liquidity of shares can be increased. As such, the Bonus Issue will be beneficial to the long-term interests of the Company and its shareholders as a whole.

Status of new shares

The 57,716,669 new A Shares proposed to be allotted under the Bonus Issue will rank pari passu in all respects with the existing A Shares, and the 33,598,006 new H Shares proposed to be allotted under the Bonus Issue will rank pari passu in all respects with the existing H Shares. Except for participating in the Annual General Meeting and the Class Meeting of A Shareholders and the Class Meeting of H Shareholders at which distribution of Cash Dividend and the Bonus Issue will be considered and passed as appropriate, holders of new shares will be entitled to the dividends and distributions (if any) to be declared or paid after the allotment and issue of new shares.

Fractional Bonus Shares

No fractional Bonus Shares shall be allotted to Shareholders of the Company and fractional entitlements (if any) will be aggregated and sold for the benefit of the Company.

– 9 –

LETTER FROM THE BOARD

Application for listing

H Shares are listed at the Hong Kong Stock Exchange, while A Shares are listed at the Shenzhen Stock Exchange. The Company will apply to the Listing Committee of Hong Kong Stock Exchange for approval on the listing of and permission to deal in the 33,598,006 new H Shares. Upon satisfaction of the conditions set out in “Conditions for Bonus Issue” above, the 33,598,006 new H Shares will be accepted by the HKSCC as qualified securities, which can be deposited, cleared and settled at the CCASS. The Company will make all necessary arrangements to procure the acceptance of the new H Shares by CCASS. All actions to be taken at CCASS must comply with the general rules of CCASS and CCASS Operational Procedures. The new shares to be allotted and issued to the A Shareholders under the Bonus Issue will be listed at Shenzhen Stock Exchange.

Trading of new H Shares is subject to Hong Kong stamp duty.

After the Bonus Issue becomes unconditional and approval for distribution of Cash Dividend, the certificates of new H Shares will be sent to the H Shareholders who are entitled to the new shares by ordinary post on Friday, 14 August 2015 at their own risk. In case of joint shareholders, certificates of H Shares will be posted to the person whose name appears first on the register of members of H Shareholders for such jointly-held shares. All Bonus Shares are non-renounceable. Shareholders will receive one share certificate for all the Bonus Shares being allotted.

All new H Shares will be registered at the register of members of H Shareholders kept by the Company in Hong Kong. Besides Hong Kong Stock Exchange, the new H Shares will not be listed at or deal in any other stock exchanges, and the Company is not currently seeking to or be proposed to seek to list at or deal in any other stock exchanges for the new H Shares.

Further announcements on commencement of trading of the new H Shares will be published by the Company in due course according to the requirements of the Hong Kong Listing Rules.

Risk warning for trading of H Shares

H Shareholders should note that H Shares will be traded on ex-entitlement basis commencing from Thursday, 2 July 2015. Bonus Issue will not be carried out until satisfaction of the conditions for Bonus Issue as set out in this circular, while distribution of Cash Dividend will be subject to the approval of shareholders. Any person who deals in H Shares on ex-entitlement basis prior to the satisfaction of the conditions and obtaining the approval will be subject to the risk that the relevant proposal may not become unconditional or could not be carried out. Shareholders or investors shall seek professional advice from their own consultants should they have any doubt on their situations.

– 10 –

LETTER FROM THE BOARD

III. PROPOSED FACILITY FINANCING AND PROVISION OF FINANCING GUARANTEES TO SUBSIDIARIES

In order to meet the business development needs, in 2015, the Company plans to apply for facility financing of not more than RMB4,650 million or its equivalent in foreign currencies and US$40 million or its equivalent in foreign currency (i.e. RMB) from 20 banks (as presented below) including Industrial and Commercial Bank of China Ltd., Zhuhai Branch and Bank of China, Zhuhai Branch. Details are as follows:

No. Name of facility bank Currency 1 Industrial and Commercial Bank of China Ltd., Zhuhai Branch RMB 2 Bank of China Ltd., Zhuhai Branch RMB 3 Agricultural Bank of China Limited, Zhuhai Branch RMB 4 China Construction Bank Corporation, Zhuhai Branch RMB 5 Bank of Communications Co., Ltd., Zhuhai Branch RMB 6 Industrial Bank Co., Ltd., Zhuhai Branch RMB 7 PingAn Bank Co., Ltd., Zhuhai Branch RMB 8 China Merchants Bank, Zhuhai Branch RMB 9 China Resources Bank of Zhuhai Co., Ltd. RMB 10 China Everbright Bank Co., Ltd., Zhuhai Branch RMB 11 Xiamen International Bank, Ltd., Zhuhai Branch RMB 12 Citibank (China) Co., Ltd., Shenzhen Branch USD 13 Shanghai Pudong Development Bank, Zhuhai Branch RMB 14 Guangdong Nanyue Bank, Zhuhai Branch RMB 15 China Guangfa Bank, Zhuhai Branch RMB 16 China CITIC Bank, Zhuhai Branch RMB 17 HSBC Bank (China) Co., Ltd. RMB 18 Huaxia Bank, Zhuhai Branch RMB 19 Nanyang Commercial Bank (China) Co., Ltd., Shenzhen Branch RMB 20 Postal Savings Bank of China, Guangdong Branch RMB Total RMB

Amount of credit facility applied Note (RMB) 270,000,000 Or its equivalent in foreign currency 250,000,000 Or its equivalent in foreign currency 100,000,000 Or its equivalent in foreign currency 150,000,000 Or its equivalent in foreign currency 200,000,000 Or its equivalent in foreign currency 200,000,000 Or its equivalent in foreign currency 400,000,000 Or its equivalent in foreign currency 200,000,000 Or its equivalent in foreign currency 500,000,000 Or its equivalent in foreign currency 200,000,000 Or its equivalent in foreign currency 160,000,000 Or its equivalent in foreign currency 40,000,000 Or its equivalent in other currency 120,000,000 Or its equivalent in foreign currency 200,000,000 Or its equivalent in foreign currency 500,000,000 Or its equivalent in foreign currency 200,000,000 Or its equivalent in foreign currency 400,000,000 Or its equivalent in foreign currency 300,000,000 Or its equivalent in foreign currency 100,000,000 Or its equivalent in foreign currency 200,000,000 Or its equivalent in foreign currency 4,896,340,000 USD100 = CNY615.85

– 11 –

LETTER FROM THE BOARD

The Company plans to provide joint liability guarantee for the respective applications of facility financing of no more than RMB2.25 billion or its equivalent in foreign currencies and US$79 million or its equivalent in foreign currency (i.e. RMB) by its four wholly-owned or controlling subsidiaries (i.e. Livzon Group Livzon Pharmaceutical Factory（麗珠集團麗珠製藥 廠）, Zhuhai Livzon Diagnostic Reagents Inc.（珠海麗珠試劑股份有限公司）, Zhuhai Livzon Pharmaceutical Trading Co., Ltd.（珠海市麗珠醫藥貿易有限公司）and Livzon MABPharm Inc. （珠海市麗珠單抗生物技術有限公司）) to the 16 banks including Bank of China Ltd., Zhuhai Branch, details of which are set out in the table below:

No. Guaranteed entity Shareholding of the Company 1 Livzon Group Livzon Pharmaceutical Factory （麗珠集團麗珠製藥廠） 100%	Name of facility bank Bank of China Ltd., Zhuhai Branch Industrial and Commercial Bank of China Ltd., Zhuhai Branch Bank of Communications Co., Ltd., Zhuhai Branch Agricultural Bank of China Limited, Zhuhai Branch China Merchants Bank, Zhuhai Branch China Resources Bank of Zhuhai Co., Ltd. HSBC Bank (China) Co., Ltd. Xiamen International Bank, Ltd., Zhuhai Branch Shanghai Pudong Development Bank, Zhuhai Branch China Everbright Bank Co., Ltd., Zhuhai Branch Huaxia Bank, Zhuhai Branch Citibank (China) Co., Ltd., Shenzhen Branch China Construction Bank Corporation, Zhuhai Branch Nanyang Commercial Bank (China) Co., Ltd., Shenzhen Branch Australia and New Zealand Banking Group, Singapore Branch Sub-total:	Currency RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB USD RMB RMB USD RMB	Maximum guaranteed amount (RMB) Term of guarantee (years) Type of guarantee Note 100,000,000 3 Joint liability guarantee 120,000,000 3 90,000,000 3 200,000,000 3 100,000,000 3 370,000,000 3 Needs of foreign currencies, quota shared with the Group 400,000,000 3 Needs of foreign currencies, quota shared with the Group 160,000,000 3 Needs of foreign currencies and letter of credit issuance 80,000,000 3 80,000,000 3 50,000,000 3 40,000,000 3 Needs of foreign currencies, quota shared with the Group 200,000,000 3 Needs of foreign currencies 200,000,000 3 Needs of foreign currencies 35,000,000 3 Needs of foreign currencies 2,611,887,500 USD100=CNY615.85

– 12 –

LETTER FROM THE BOARD

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Maximum
Shareholding guaranteed Term of
of the amount guarantee Type of
No. Guaranteed entity Company Name of facility bank Currency (RMB) (years) guarantee Note
2 Zhuhai Livzon Diagnostic 51% Bank of China Ltd., RMB 40,000,000 3 Joint liability Foreign exchange settlement and
Reagents Inc.（珠海麗珠 Zhuhai Branch guarantee letter of credit issuance
試劑股份有限公司）
Standard Chartered Bank USD 4,000,000 3 Joint liability Foreign exchange settlement and
(China) Limited guarantee letter of credit issuance
Sub-total: RMB 64,634,000 USD100=CNY615.85
3 Zhuhai Livzon 100% Bank of Communications Co., RMB 10,000,000 3 Joint liability Letter of credit issuance
Pharmaceutical Trading Ltd., Zhuhai Branch guarantee for trading company
Co., Ltd.（珠海市麗珠
醫藥貿易有限公司）
Sub-total: RMB 10,000,000
4 Livzon MABPharm Inc. 51% Bank of Communications Co., RMB 50,000,000 3 Joint liability Letter of credit issuance
（珠海市麗珠單抗生物 Ltd., Zhuhai Branch guarantee
技術有限公司）
Sub-total: RMB 50,000,000
Total: RMB 2,736,521,500 USD100=CNY615.85
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Notes:

1. Zhuhai Zhenghe Co., Ltd. *,（珠海正禾有限公司）, the other shareholder of Zhuhai Livzon Diagnostic Reagents Inc.（珠海麗珠試劑股份有限公司）(hereinafter referred to as “Diagnostic Reagents Company”), which holds 49% equity interests of the diagnostic reagents company, has provided “Letter of Undertaking for Counter Guarantee”, pursuant to which it has undertaken to provide a counter guarantee for 49% of the obligation of Lizvon Group under the guarantee provided to the diagnostic reagents company and the guarantee period of which will be expired on the expiry date of Lizvon Group’s obligation under the guarantee.

2. Joincare Pharmaceutical Industry Group Co., Ltd.（健康元藥業集團股份有限公司）, the other shareholder of Livzon MABPharm Inc.（珠海市麗珠單抗生物技術有限公司）(hereinafter referred to as “Livzon MAB”), which holds 49% equity interests of Livzon MAB, has provided “Letter of Undertaking for Counter Guarantee”, pursuant to which it has undertaken to provide a counter guarantee for 49% of the obligation of Livzon Group under the guarantee provided to Livzon MAB and the guarantee period of which will be expired on the expiry date of Lizvon Group’s obligation under the guarantee.

According to the Shenzhen Listing Rules and the Articles of Association, the above mentioned credit facilities and guarantees are subject to shareholders’ approval by means of special resolution. It is therefore proposed at the Annual General Meeting to seek approval for the above mentioned credit facilities and guarantees, and to grant mandate to the Board and other persons authorized by the Board to negotiate with relevant banks regarding the content of credit facilities and the amount of guarantee of no more than abovementioned limit within the resolution period, and to sign all relevant documents.

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LETTER FROM THE BOARD

Livzon MAB is a controlled subsidiary of the Company with 51% of the equity held by the Company and the rest 49% of equity held by Joincare. As Joincare is a controlling shareholder of the Company and, together with its associates, holds approximately 46.06% of the issued shares of the Company on the date of this circular. According to Chapter 14A of the Hong Kong Listing Rules, Livzon MAB is a connected person of the Company, if the provision of joint liability guarantee to the bank for the entire credit facility of RMB50 million granted to Livzon MAB is to be materialised, the part of joint liability guarantee provided for such borrowing attributable to the Company based on its shareholding interest (i.e. RMB25.50 million) will constitute a connected transaction of the Company. As one of the applicable percentage ratios in respect of the joint liability guarantee of RMB25.50 million provided by the Company exceeds 0.1% but is below 5%, such guarantee is subject to the reporting and announcement requirements under the Hong Kong Listing Rules, but is exempted from the independent shareholders’ approval requirement.

IV. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD FOR ISSUING SHARES

In order to ensure flexibility and to give discretion to the Directors in the event that it becomes desirable to issue any shares, a special resolution will be proposed at the Annual General Meeting to grant the unconditional general mandate to the Board that during the period as permitted under the general mandate, to separately or concurrently distribute, issue, allot and deal with additional A Shares and H Shares of not more than 20% of each of its existing A Shares and H Shares in issue as at the date of the relevant resolution to be proposed and passed at the Annual General Meeting (the “General Mandate to Issue Shares”).

As at the Latest Practicable Date, the Company’s issued share capital comprised 111,993,354 H Shares and 192,388,898 A Shares. Therefore, subject to the granting of the General Mandate to Issue Shares being approved and assuming that no additional shares will be issued prior to the Annual General Meeting, the Board will be entitled to issue a maximum of 22,398,670 H Shares and 38,477,779 A Shares.

The issue of new shares of the Company under the General Mandate to Issue Shares is subject to the approval of CSRC.

The General Mandate to Issue Shares will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; (ii) the expiration of the 12-month period following the passing of this resolution at the Annual General Meeting; or (iii) the date on which the General Mandate to Issue Shares set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.

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LETTER FROM THE BOARD

The Board shall comply with pertinent provisions of the Hong Kong Listing Rules, the Articles of Association and applicable PRC laws and regulations when exercising powers pursuant to the General Mandate to Issue Shares.

When exercising the General Mandate to Issue Shares, voting by annual general meeting or class shareholders shall not apply to the issuance of H Shares by the Board with the aforementioned General Mandate to Issue Shares, and voting by class shareholders shall not apply to the issuance of A Shares. Where it is required by relevant provisions of the law in China, notwithstanding the grant of General Mandate to Issue Shares, General Meetings should be convened for the purpose of seeking approval therein.

V. CONVENING THE ANNUAL GENERAL MEETING, CLASS MEETING OF A SHAREHOLDERS AND CLASS MEETING OF H SHAREHOLDERS

Notices of General Meetings, Reply Slip for Attendance and Proxy Form

The Annual General Meeting, the Class Meeting of A Shareholders and the Class Meeting of H Shareholders of the Company will 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., 3:30 p.m. (or immediately after the conclusion of the Annual General Meeting or any adjournment thereof) and 4:00p.m. (or immediately after the conclusion of Class Meeting of A Shareholders or any adjournment thereof) on Friday, 26 June 2015. Notices have been given regarding the Annual General Meeting and the Class Meeting of H Shareholders by the Company on 30 April 2015, and reply slips for attendance and proxy forms for the above meetings have also been dispatched on 30 April 2015 by the Company. The aforesaid documents are also available for download on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.livzon.cn).

If you would like to attend the Annual General Meeting and (or) Class Meeting of H Shareholders in person or by proxy, please complete the reply slip for attendance in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in person, by post or by fax in any event on or before Saturday, 6 June 2015. If you would like to attend the Annual General Meeting and (or) Class Meeting of H Shareholders by proxy, please complete the proxy form in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited, as soon as possible and in any event no later than 24 hours before the holding of the Annual General Meeting and (or) Class Meeting of H Shareholders or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting and (or) Class Meeting of H Shareholders or any adjournment thereof in person if you so wish.

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LETTER FROM THE BOARD

Closure of Register of Members

For the purpose of determining the qualification of the shareholders who are entitled to attend and vote at the Annual General Meeting and the Class Meeting of H Shareholders, the register of members of the Company will be closed from Wednesday, 27 May 2015 to Friday, 26 June 2015, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Annual General Meeting and the Class Meeting of H Shareholders, H Shareholders are required to lodge all transfers of shares accompanied by the relevant share certificates with the Company’s H Share Registrar, Tricor Investor Services Limited, for registration no later than 4:30 p.m. on Tuesday, 26 May 2015.

For the purpose of determining the qualification of H Shareholders who are entitled to the distribution of Cash Dividend and Bonus Shares, the register of members of the Company will be closed from Saturday, 4 July 2015 to Friday, 10 July 2015, both days inclusive, during which period no transfer of H Shares will be registered. In order to qualify for the distribution of Cash Dividend and Bonus Shares, H Shareholders are required to lodge all transfers of shares accompanied by the relevant share certificates with the Company’s H Share Registrar, Tricor Investor Services Limited, for registration no later than 4:30 p.m. on Friday, 3 July 2015.

For A Shareholders, the record date for Cash Dividend and Bonus Shares, dividend payment methods and time will be announced separately.

VI. RECOMMENDATIONS

The Board considers that the resolutions set out in the Notices of General Meetings in relation to (I) 2014 Annual Profit Distribution Plan; (II) Proposed Facility Financing and Provision of Financing Guarantees to Subsidiaries; (III) Proposed Grant of General Mandate to the Board for Issuing Shares are in the best interests of the Company and the shareholders of the Company as a whole, and recommends shareholders to vote in favour of the relevant resolutions at the General Meetings.

By order of the Board 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc.* Yang Liang Company Secretary

Zhuhai, China 6 May 2015

At the date of the this circular, the Executive Directors of the Company are Mr. Tao Desheng (Vice Chairman and President), Mr. Fu Daotian (Vice President) and Mr. Yang Daihong (Vice President); the Non-Executive Directors of the Company are Mr. Zhu Baoguo (Chairman), Mr. Qiu Qingfeng and Mr. Zhongshan; and the Independent Non-Executive Directors of the Company are Mr. Xu Yanjun, Mr. Yang Bin, Mr. Guo Guoqing and Mr. Wang Xiaojun.

• For identification purpose only

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