Livzon Pharmaceutical Group Inc. — Proxy Solicitation & Information Statement 2016

Apr 5, 2016

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)

Revised Proxy Form for the 2016 Second Extraordinary General Meeting to be held on Monday, 25 April 2016 (Revised Proxy Form)

I/We (Note1)

of

being the registered holder(s) of a total of (Note 2) A S h a r e s / H S h a r e s i n t h e i s s u e d s h a r e c a p i t a l o f 麗珠醫藥集團股份有限公司 L i v z o n P h a r m a c e u t i c a l G r o u p I n c . * ( t h e “ C o m p a n y ” ) , 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 2016 Second 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, 25 April 2016, in accordance with the instructions indicated below.

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-public issuance of Ashares.
2.	To consider and approve one by one the adjustments to the proposal of non-public issuance of A sharesof the Company.
	2.1Adjustment to the amount to be issued
	2.2Adjustments to the pricing method and issuing price
3.	To consider and approve the amendments to the feasibility analysis report on the usage of the fundsraised by the non-public issuance of A shares of the Company.
4.	To consider and approve the risk warning on the dilution on current returns of the non-public issuanceof A shares and implement remedial measures for current returns.
5.	To consider and approve the undertakings by relevant entities in relation to the concreteimplementation of the remedial measures for the returns by the Company.
6.	To consider and approve the amendments to the plan on the non-public issuance of A shares of theCompany.
7.	To consider and approve the authorization proposed to be granted to the Board at the shareholders’meeting to be fully in-charge of the management of the relevant matters on the non-public issuance ofA shares.
	Ordinary Resolution
8.	To consider and approve the application for the issue of super short-term financing bills by theCompany.

Date:

2016 Signature (Note 5)

Notes:

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 Revised Proxy Form 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 Revised 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 Revised 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 REVISED PROXY FORM 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 Revised 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 Revised Proxy Form shall be deemed to be revoked.

9. Any shareholder who has already lodged the initial proxy form, which was sent by the Company to shareholders on 9 March 2016 (the “Initial Proxy Form”) with the Company should note that:

   • (i) if no Revised Proxy Form is lodged with the Company, the lodged Initial Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by such shareholder. The proxy so appointed by the shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the EGM other than those referred to in the initial notice which was published by the Company on 9 March 2016, including the resolution regarding the considering and approving the application for the issue of super short-term financing bills by the Company.

   • (ii) if the correctly completed Revised Proxy Form is lodged with the Company before the closing time, the Initial Proxy Form previously lodged by such shareholder will be revoked and superseded. The Revised Proxy Form, will then be treated as a valid proxy form lodged by the shareholder.

   • (iii) if the Revised Proxy Form is lodged with the Company after the closing time, the Revised Proxy Form will be invalid, and the Initial Proxy Form previously lodged by the shareholder (if any) will also be revoked. The vote casted by the purported proxy so appointed by invalid or revoked proxy form (whether appointed under the Initial Proxy Form or the Revised Proxy Form) will not be counted in any poll to be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge the Revised Proxy Form after the closing time. If such shareholders wish to vote at the EGM, they will have to attend and vote at the EGM in person.

• For identification purpose only