Livzon Pharmaceutical Group Inc. — Proxy Solicitation & Information Statement 2018

Dec 18, 2018

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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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 1513)

SUPPLEMENTAL NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

REFERENCE IS HEREBY MADE to the notice of the 2019 first extraordinary general meeting (the “ EGM ”) published by 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc. (the “ Company ”) on 20 November 2018 which sets out the EGM to be held at the Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China on Monday, 7 January 2019 at 2:00 p.m. and contains resolutions proposed to be considered and approved at the EGM (the “ Initial Notice* ”). This supplemental notice shall be read together with the Initial Notice. Unless otherwise defined herein, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Initial Notice.

Subsequent to the publication of the Initial Notice on 20 November 2018, the board of directors of the Company (the “ Board ”) considered and approved the amendments to the articles of association of the Company (updated) on 18 December 2018 pursuant to its communication with The Stock Exchange of Hong Kong Limited. On the same day, given Joincare Pharmaceutical Industry Group Co., Ltd. （健康元藥業集團股份有限公司）(“ Joincare ”), the controlling shareholder of the Company, served a written notice to the Board, the Board agreed to the amendment of Resolution 1 of the EGM from “the amendments to the articles of association of the Company” to “the amendments to the articles of association of the Company (updated)”.

• For identification purpose only

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Joincare, directly and indirectly, holds and controls approximately 44.81% of the total issued shares of the Company as at the date of this supplemental notice. Pursuant to the articles of association of the Company (the “ Articles of Association ”), the Shareholder(s) individually or jointly holding more than 3% of the Company’s shares may submit extra proposed resolutions in writing to the convener of a Shareholders’ general meeting in writing 10 days prior to the meeting. Except as provided by the preceding clause, the convener of a shareholders’ general meeting shall not amend the proposed resolutions set out in the notice of the meeting or add any new proposed resolutions subsequent to the issue of the notice of the shareholders’ general meeting. Therefore, the Board is of the view that the qualification, time and relevant procedures regarding the amendments to the resolution proposed by Joincare are in compliance with the provisions of the relevant laws, administrative rules and the Articles of Association.

Except the amendments to the Resolution 1 of the EGM as stated below, other matters as set out in the Initial Notice remain valid and effective. For details of the revised Resolution 1, please refer to the circular published by the Company on 19 December 2018.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held on the same date, at the same time and at the same place as initially scheduled in the Initial Notice, but Resolution 1 as set out in the Initial Notice should be deleted in its entirety and replaced as follows:

SPECIAL RESOLUTION

1. To consider and approve the amendments to the articles of association of the Company (updated).

Notes:

1. Please refer to the Initial Notice for details of other resolutions to be proposed at the EGM, closure of register of members, qualification of the Shareholders for attending the EGM, registration procedures for attending the EGM and other relevant matters.

2. Any Shareholder 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. A proxy need not be a Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the class of shares and number in respect of which each such proxy is so appointed.

3. Since Resolution 1 as set out in the initial proxy form (the “ Initial Proxy Form ”) which was sent together with the Initial Notice will be invalid, a revised proxy form (the “ Revised Proxy Form ”) is sent together with the supplemental notice. Any Shareholder who intends to appoint a proxy to attend the EGM and have not lodged the Initial Proxy Form is required to complete and lodge the enclosed Revised Proxy Form in accordance with the instructions printed thereon and lodging the Initial Proxy Form is not required. Shareholder(s) who have lodged the Initial Proxy Form are also required to complete and lodge the enclosed Revised Proxy Form in accordance with the instructions printed thereon. For the holders of H shares of the Company, the Revised Proxy Form should be lodged to the Company’s H Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. The Revised Proxy Form should be lodged no less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof) (the “ Latest Time ”). Completion and lodge of the Revised Proxy Form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

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1. Any Shareholder who has already lodged the initial proxy form, which was sent by the Company to Shareholders on 20 November 2018 (the “ Initial Proxy Form ”) with the Company should note that:

2. (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, but the vote on Resolution 1 as set out in the Initial Proxy Form will be invalid. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on Resolution 1 as set out in the supplemental notice of EGM which was published by the Company on 19 December 2018.

3. (ii) if the correctly completed Revised Proxy Form is lodged with the Company before the Latest 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.

4. (iii) if the Revised Proxy Form is lodged with the Company after the Latest 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 any proposed resolution. Accordingly, Shareholders are advised not to lodge the Revised Proxy Form after the Latest Time. If such Shareholders wish to vote at the EGM, they will have to attend and vote at the EGM in person.

5. A Shareholder shall attend the EGM by his proxy duly authorised in writing. The instrument appointing a proxy must be signed by the Shareholder(s) or his attorney duly authorised in writing. Where the Shareholder is a legal person, the Revised 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 Revised Proxy Form is signed by the attorney of the Shareholder, the power of attorney or other documents of authorisation must be notarised. To be valid, the A Shareholders must lodge the Revised Proxy Form and the notarised power of attorney or other documents of authorisation (if any) with the Secretariat of the Board at Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China (postal code: 519090) not less than 24 hours before the holding of the EGM. To be valid, the H Shareholders must lodge the Revised 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 EGM. Completion and return of the Revised Proxy Form will not preclude Shareholders from attending and voting at the EGM or any adjournment thereof in person, and in such event, the Revised Proxy Form shall be deemed to be revoked.

6. 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. Ye Delong, Ms. Yuan Ailing Telephone: (86) 756 8135888 Fax: (86) 756 8891070

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1. Shareholders or their proxies shall produce their identity proof when attending the EGM.

2. The EGM is expected to last for one hour. Shareholders who attend the EGM (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 19 December 2018

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. Xu Guoxiang (Vice President); the Non-Executive Directors of the Company are Mr. Zhu Baoguo (Chairman) and Mr. Qiu Qingfeng; 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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