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

Jan 25, 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)

FORM OF PROXY FOR THE SOLICITATION OF VOTING RIGHTS BY INDEPENDENT NON-EXECUTIVE DIRECTORS (“INDEPENDENT DIRECTOR’S PROXY FORM”) FOR USE AT THE 2015 FIRST H SHAREHOLDERS’ CLASS MEETING TO BE HELD ON FRIDAY, 13 MARCH 2015

I/We[(Note 1)] of being the holder(s) of H share(s)[(Note 2) ] of Livzon Pharmaceutical Group Inc.* (the “ Company ”), hereby confirm as the appointing party that I/we have, prior to signing this Independent Director’s Proxy Form, read carefully the full text of the report on the solicitation of voting rights by the independent non-executive directors of the Company prepared by the soliciting party for the current solicitation of voting rights and published on 26 January 2015, the notice convening the 2015 first class meeting of H Shareholders of the Company (the “ H Shareholders’ Class Meeting ”) to be held immediately after the conclusion of the 2015 first extraordinary general meeting and the 2015 first class meeting of holders of A shares of the Company (and at any adjournment thereof) on Friday, 13 March 2015 at the Conference Room on the 2nd Floor of Livzon Building, 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China and other relevant documents, and have been sufficiently informed about details relating to the current solicitation of voting rights. I/we have the right to, at any time prior to on-site registration at the meeting, revoke my/our appointment of the soliciting party as proxy under this Independent Director’s Proxy Form or to amend the contents of this Independent Director’s Proxy Form in accordance with procedures specified in the report on the solicitation of voting rights by the independent non-executive directors.

Unless otherwise stated, capitalised terms used herein shall have the same meanings as defined in the Notice of the 2015 First Class Meeting of H Shareholders dated 26 January 2015.

As the appointing party, I/we hereby appoint Mr. Xu Yanjun, the independent non-executive director, as my/our proxy to attend the H Shareholders’ Class Meeting (and any adjournment thereof) and to exercise voting rights in respect of the following matters to be considered at the H Shareholders’ Class Meeting in accordance with instructions stipulated in this Independent Director’s Proxy Form.

My/our voting directions for the matters in respect of which voting rights are being solicited are as follows[(note 3)] :

MATTERS TO BE CONSIDERED	MATTERS TO BE CONSIDERED	FOR	AGAINST	ABSTAIN
1.	To consider and approve the Restricted Shares Incentive Scheme of the Company (Revised Draft)and i		ts summary:
	(A)Basis for determining the Incentive Participants and the scope ofIncentive Participants of the Restricted Shares;
	(B)Source,number and allocation of Restricted Shares;
	(C)Validity period, date of grant, lock-up period, unlocking date and blackoutperiod of the Restricted Shares Incentive Scheme;
	(D)Grantprice of the Restricted Shares and the basis for determination;
	(E)Conditions ofgrantingand unlockingRestricted Shares;
	(F)Adjustment methods and procedures of the Restricted Shares IncentiveScheme;
	(G)Accountingtreatment of the Restricted Shares;
	(H)Procedures for grant and unlocking under the Restricted SharesIncentive Scheme;
	(I)Rights and obligations of the Companyand Incentive Participants;
	(J)Handlingunusual changes to the Companyand Incentive Participants;
	(K)Principles of repurchasingand cancellingthe Restricted Shares.
2.	To consider and approve the Administrative Measures for Appraisal System ofthe Share Incentive Scheme of the Company (Revised).
3.	To consider and approve at the general meeting for granting mandate to theboard of directors to deal with matters regarding the Restricted Shares IncentiveScheme.

• Please refer to the Notice of the 2015 First Class Meeting of H Shareholders dated 26 January 2015 for the full text of the aforesaid resolutions. You should also refer to the announcement of the Company dated 15 December 2014 and read the circular to be despatched by the Company carefully before appointing any proxies.

Date:

Signature(s)[(Note 4)] :

2015

• For identification purpose only

Notes:

1. Full name(s) and address(es) (as shown in the register of members for H shares) to be inserted in BLOCK CAPITALS

2. Please insert the number of H shares registered in your name(s). If no number is inserted, this Independent Director’s Proxy Form will be deemed to relate to all the H shares registered in your name(s).

3. Important: if you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. If you wish to abstain from voting on any resolution, tick in the box marked “Abstain”. You may check only one of the three aforesaid boxes. The proxy in respect of any resolution for which more than one box or no box has been checked shall be deemed invalid. Your votes shall be used to compute the voting results of the resolutions concerned. Unless you have indicated otherwise in this form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the H Shareholders’ Class Meeting other than those referred to in the notice convening the H Shareholders’ Class Meeting.

4. This Independent Director’s 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 Independent Director’s 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 Independent Director’s 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 INDEPENDENT DIRECTOR’S PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

5. 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 for H shares of the Company.

6. In order to be valid, this Independent Director’s Proxy Form together with the 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 H Share Registrar, Tricor Investor Services Limited, at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the holding of the H Shareholders’ Class Meeting or any adjournment thereof.

7. Completion and delivery of this Independent Director’s Proxy Form will not preclude you from attending and voting at the H Shareholders’ Class Meeting if you so wish.