Livzon Pharmaceutical Group Inc. — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

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 2017 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2017 First Class Meeting of H Shareholders (the “ Class Meeting of H Shareholders ”) of Livzon Pharmaceutical Group Inc.* (the “ Company ”) to be held at the Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China at 4:00 p.m. (or immediately after the conclusion of the 2017 First Class Meeting of A Shareholders or any adjournment meeting thereof) on Friday, 23 June 2017, to consider and pass the following resolutions:

SPECIAL RESOLUTION

1. To consider and approve the 2016 Annual Profit Distribution Plan of the Company.

“ THAT :

The 2016 Annual Profit Distribution Plan of the Company proposed by the board of directors of the Company be approved.

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The 2016 Annual Profit Distribution Plan: to distribute cash dividend of RMB5 (tax inclusive) for every 10 shares held to all shareholders of the Company and 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, based on the Company’s total share capital as at the registration date of shareholding determined by implementation of the 2016 Annual Profit Distribution Plan.

The board of directors of the Company be authorized to implement the 2016 Annual Profit Distribution Plan.”

Notes:

1. All resolutions at the Class Meeting of H Shareholders will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) 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 (the “ H Shareholders ”) who are entitled to attend and vote at the Class Meeting of H Shareholders, the register of members of the Company will be closed from Wednesday, 24 May 2017 to Friday, 23 June 2017, both days inclusive, during which period no transfer of shares will be registered. In order to be qualified as H Shareholders to attend and vote at the Class Meeting of H Shareholders, 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, 23 May 2017.

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1. The Board proposed to distribute cash dividend of RMB5 (tax inclusive) for every 10 shares held to all shareholders of the Company (the “ Cash Dividend ”) and 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 (the “ Bonus Share ”), based on the Company’s total share capital as at the registration date of shareholding determined by implementation of the 2016 Annual Profit Distribution Plan. Based on the total issued share capital of the Company of 425,596,852 shares as at the date of this notice, it is expected that the Company will pay RMB212,798,426 on profit distribution, and will capitalize RMB127,679,055 of its capital reserve for the bonus issue. All remaining undistributed profits and capital reserve will be carried forward to next year. The above profit distribution plan will be proposed for review at the Annual General Meeting for the year 2016, the 2017 First Class Meeting of A Shareholders and the Class Meeting of H Shareholders (collectively the “ General Meetings ”). If approved on the General Meetings, the Cash Dividend and the Bonus Share will be distributed to shareholders whose names are on the register of the shareholders of the Company on Wednesday, 12 July 2017. The aforementioned Cash Dividends will be denominated and declared in RMB and will be distributed in RMB to A shareholders of the Company (“ A Shareholders ”) and in HK$ to H Shareholders, using the exchange rate of the middle exchange rates for RMB to Hong Kong dollar as published by the People’s Bank of China on the date of the Annual General Meeting for the year 2016 (on Friday, 23 June 2017).

The register of members of H Shareholders of the Company will be closed from Friday, 7 July 2017 to Wednesday, 12 July 2017, both days inclusive, during which period no transfer of H shares of the Company (the “ H Shares ”) will be registered. In order to be qualified for the proposed distribution of the Cash Dividend and Bonus Share, 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 Thursday, 6 July 2017.

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

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 Han[2008] 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[2008]897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% from 2008 onwards 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.

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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[1994]020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 dividends to overseas individual shareholders whose names appear on the register of members of H shares of the Company.

Shareholders shall consult their tax advisers regarding PRC, Hong Kong and other tax implications arising from their holding and disposal of H Shares of the Company.

1. Any H shareholder entitled to attend and vote at the Class Meeting of H Shareholders is entitled to appoint one or more persons as his proxy to attend the Class Meeting of H Shareholders 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.

2. Any H Shareholders who intend to attend the Class Meeting of H Shareholders (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, Telephone: (852) 2980 1333, Fax: (852) 2810 8185 on or before Saturday, 3 June 2017, either in person, by mail or fax.

3. H Shareholders shall attend the Class Meeting of H Shareholders 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 Class Meeting of H Shareholders. Completion and return of the proxy form will not preclude H Shareholders from attending and voting at the Class Meeting of H Shareholders or any adjournment thereof in person, and in such event, the proxy form shall be deemed to be revoked.

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

Address: Secretariat of the Board, Livzon Pharmaceutical Group Inc., Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China Postal code: 519090

Contact persons: Mr. Wang Shuguang, Ms. Yuan Ailing Telephone: (86) 756 8135888 Fax: (86) 756 8891070

1. H Shareholders (in person or their proxies) attending the Class Meeting of H Shareholders or their proxies shall produce their identity proof when attending the meeting.

2. The Class Meeting of H Shareholders is expected to last for about thirty minutes. H Shareholders (in person or their proxies) attending the Class Meeting of H Shareholders shall be responsible for their own travelling and accommodation expenses for attending the meeting.

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 28 April 2017

At the date of the 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; and the Independent Non-Executive Directors of the Company are Mr. Xu Yanjun, Mr. Guo Guoqing, Mr. Wang Xiaojun, Mr. Zheng Zhihua and Mr. Xie Yun.

• For identification purpose only

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