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

Jan 25, 2015

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

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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)

NOTICE OF THE 2015 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2015 first class meeting of H shareholders of 麗 珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc. (the “ Company ”) (the “ H Shareholders’ Class Meeting* ”) will be held on Friday, 13 March 2015 at 4:00 p.m. (or immediately after the conclusion or adjournment of the 2015 first extraordinary general meeting and the 2015 first class meeting of holders of A shares of the Company), at the Conference Room on the 2nd Floor of Livzon Building, 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions.

SPECIAL RESOLUTIONS

1. “To consider and approve the Restricted Shares Incentive Scheme of the Company (Revised Draft) and its summary (Note 1):

2. (A) Basis for determining the Incentive Participants and the scope of Incentive Participants of the Restricted Shares;

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• (B) Source, number and allocation of Restricted Shares;

• (C) Validity period, date of grant, lock-up period, unlocking date and black out period of the Restricted Shares Incentive Scheme;

• (D) Grant price of the Restricted Shares and the basis for determination;

• (E) Conditions of granting and unlocking Restricted Shares;

• (F) Adjustment methods and procedures of the Restricted Shares Incentive Scheme;

• (G) Accounting treatment of the Restricted Shares;

• (H) Procedures for grant and unlocking under the Restricted Shares Incentive Scheme;

• (I) Rights and obligations of the Company and Incentive Participants;

• (J) Handling unusual changes to the Company and Incentive Participants;

• (K) Principles of repurchasing and cancelling the Restricted Shares.

• To consider and approve the Administrative Measures for Appraisal System of the Share Incentive Scheme of the Company (Revised) (Note 1).

• To consider and approve at the general meeting for granting mandate to the board of directors to deal with matters regarding the Restricted Shares Incentive Scheme (Note 1).”

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Notes:

1. The Company proposed to adopt a restricted A shares incentive scheme (“ Restricted Shares Incentive Scheme ”) where the incentive participants (“ Incentive Participants ”) will be granted A shares of the Company (“ Restricted Shares ”) under the Restricted Shares Incentive Scheme.

The conditions for unlocking the Restricted Shares and the performance targets to be achieved for the unlocking of the Restricted Shares are governed by the revised draft of the administrative measures for appraisal system of the share incentive scheme of the Company (“ Administrative Measures for Appraisal System of the Share Incentive Scheme of the Company (Revised) ”).

For details related to the Restricted Shares Incentive Scheme, please refer to the announcement of the Company dated 15 December 2014 and the circular to be despatched by the Company.

1. All resolutions at the H Shareholders’ Class Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.livzon.com.cn) in accordance with the Hong Kong Listing Rules.

2. For the purpose of determining the qualification of the holders of H shares of the Company (“ H Shareholder(s) ”) who are entitled to attend and vote at the H Shareholders’ Class Meeting, the register of members of the Company will be closed from Wednesday, 11 February 2015 to Friday, 13 March 2015, both days inclusive, during which period no transfer of shares will be registered. In order to qualify as H Shareholders to attend and vote at the H Shareholders’ Class Meeting, H Shareholders who are not registered must lodge all transfers of shares accompanied by the relevant share certificates with the Company’s H Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 10 February 2015.

3. Any H Shareholder entitled to attend and vote at the H Shareholders’ Class Meeting is entitled to appoint one or more persons as his proxy to attend and vote in his stead. A proxy need not be a H Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of H shares in respect of which each such proxy is so appointed.

4. Any H Shareholder who intend to attend the H Shareholders’ Class Meeting (in person or by proxy) shall 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 on or before Saturday, 21 February 2015, either in person, by mail or fax.

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1. A H Shareholder shall attend the H Shareholders’ Class Meeting by his proxy duly authorised in writing. The instrument appointing a proxy must be signed by the H Shareholder(s) or his/her/its attorney duly authorised in writing. Where the H Shareholder is a legal person, the proxy form shall be executed under its common seal or under the hand of its director or a legal representative or an attorney duly authorised. If the proxy form is signed by the attorney of the H Shareholder, the power of attorney or other documents of authorisation must be notarised. To be valid, the H Shareholders must lodge the proxy form with the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the holding of the H Shareholders’ Class Meeting. Completion and return of the proxy form will not preclude the H Shareholders from attending and voting at the H Shareholders’ Class Meeting or any adjournment thereof in person, and in such event, the proxy form shall be deemed to be revoked.

2. Contact details of the Secretariat of the Board are as follows:

Address: Secretariat of the Board, Livzon Pharmaceutical Group Inc., 132 Guihua North Road, Gongbei, Zhuhai, Guangdong Province, China Postal code: 519020 Contact persons: Mr. Wang Shuguang, Ms. Yuan Ailing Telephone: (86) 756 8135888 Fax: (86) 756 8891070

1. H Shareholders or their proxies shall produce their identity proof when attending the H Shareholders’ Class Meeting.

2. Pursuant to the Administrative Measures on Share Incentives of Listed Companies (Trial) (“ Administrative Measures ”), the independent non-executive director of a company listed on the Shenzhen Stock Exchange shall solicit voting rights from all shareholders of the company in the event of the proposed adoption of a share incentive scheme by such company. The solicitation is intended to provide shareholders of such listed company with an alternative approach to participate in general meetings, so as to encourage them to vote on the resolutions in respect of the adoption of a share incentive scheme. Pursuant to the Administrative Measures and authorisation of other independent non-executive directors, Mr. Xu Yanjun, an independent non-executive director, has sent out the independent director’s proxy form (“ Independent Director’s Proxy Form ”) to solicit voting rights from the H Shareholders on the special resolutions in respect of the Restricted Shares Incentive Scheme and its related matters at the H Shareholders’ Class Meeting. For further details of the Independent Director’s Proxy Form, please refer to the report on the solicitation of voting rights by the independent non-executive directors published by the Company on 26 January 2015.

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Should you wish to appoint Mr. Xu Yanjun as your proxy to vote for you and on your behalf at the H Shareholders’ Class Meeting on the special resolutions in respect of the Restricted Shares Incentive Scheme and its related matters at the H Shareholders’ Class Meeting, please complete, sign and return the Independent Director’s Proxy Form to the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by hand or by post, no later than 24 hours before the time appointed for holding of the H Shareholders’ Class Meeting or any adjournment thereof.

You may appoint Mr. Xu Yanjun as your proxy to vote for you and on your behalf solely on the special resolutions in respect of the Restricted Shares Incentive Scheme and its related matters. If you wish to appoint any person other than Mr. Xu Yanjun as your proxy to vote for you and on your behalf solely on all resolutions at the H Shareholders’ Class Meeting, you may disregard the Independent Director’s Proxy Form and complete and return the form of proxy only.

Please note that if you have completed and returned both form of proxy and the Independent Director’s Proxy Form, but have given inconsistent voting instructions on the resolutions concerned between the form of proxy and the Independent Director’s Proxy Form, your voting instructions given in the Independent Director’s Proxy Form will be counted as your vote for or against special resolutions in respect of the Restricted Shares Incentive Scheme and its related matters.

1. The H Shareholders’ Class Meeting is expected to last for one hour. H Shareholders who attend the H Shareholders’ Class Meeting (in person or by proxy) should be responsible for their own travelling, accommodation and the other related costs.

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 26 January 2015

As at the date of this notice, 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. Zhong Shan; the Independent NonExecutive Directors of the Company are Mr. Xu Yanjun, Mr. Yang Bin, Mr. Guo Guoqing, Mr. Wang Xiaojun and Mr. Yu Xiong.

• For identification purpose only

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