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

Feb 27, 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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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 2018 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 second extraordinary general meeting (the “ EGM ”) of 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc. (the “ Company* ”）will 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, 16 April 2018 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions.

SPECIAL RESOLUTIONS

1. To consider and approve the 2017 Share Options Incentive Scheme of the Company (Draft) and its summary (Note 1) :

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

3. (B) Source, number and allocation of the Share Options;

• For identification purpose only

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• (C) Validity period, date of grant, vesting period, exercise date and lock-up period of the Share Options Incentive Scheme;

• (D) Exercise price of the Share Options and basis for determination;

• (E) Conditions of grant and exercise of the Share Options;

• (F) Methods and procedures for adjustments for the Share Options Incentive Scheme;

• (G) Accounting treatment of the Share Options;

• (H) Procedures for implementation of the Share Options Incentive Scheme;

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

• (J) Handling unusual changes of the Company and the Incentive Participants.

• To consider and approve the Administrative Measures for Appraisal System of the 2017 Share Options Incentive Scheme of the Company (Note 1).

• To consider and approve at the general meeting for granting mandate to the board of directors to deal with matters regarding the 2017 Share Options Incentive Scheme (Note 1) .

“ THAT :

• (A) the board of directors be and are hereby authorised to grant the Share Options under the 2017 Share Options Incentive Scheme from time to time and to take all such steps or actions as they may consider necessary or expedient to in connection with the grant of the Share Options;

• (B) the board of directors be and are hereby authorised to allot and issue shares of the Company upon exercise of the Share Options to be granted under the 2017 Share Options Incentive Scheme and to take all such steps or actions as they may consider necessary or expedient to in connection with the said allotment and issuance; and

• (C) the board of directors be and are hereby authorised to take all such steps or actions as they may consider necessary or expedient to implement or give effect to the 2017 Share Options Incentive Scheme.”

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Notes:

1. The Company proposed to adopt the 2017 Share Options Incentive Scheme (the “ Incentive Scheme ”) where the incentive participants (the “ Incentive Participants ”) will be granted share options (the “ Share Options ”) under the Incentive Scheme. The underlying shares of the Share Options are A shares of the Company.

The conditions for exercising the Share Options and the performance targets to be achieved for the exercise of the Share Options are governed by the Administrative Measures for Appraisal System of the 2017 Share Options Incentive Scheme of the Company.

For details related to the Incentive Scheme, please refer to the circular to be despatched by the Company.

1. All resolutions at the EGM 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 the shares of the Company (“ Shareholder(s) ”) who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Saturday, 17 March 2018 to Monday, 16 April 2018, both days inclusive, during which period no transfer of shares will be registered. In order to qualify as Shareholders to attend and vote at the EGM, holders of H shares of the Company (“ 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 Friday, 16 March 2018.

3. 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.

4. Any Shareholder who intend to attend the EGM (in person or by proxy) shall complete the reply slip for attendance in accordance with the instructions printed thereon and return it to the Secretariat of the Board at Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China (postal code: 519090) (for holders of A shares of the Company (“ A Shareholders ”)) or the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders) on or before Tuesday, 27 March 2018, either in person, by mail or fax.

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1. 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 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 Shareholder, the power of attorney or other documents of authorisation must be notarised. To be valid, the A Shareholders must lodge the 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 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 proxy form will not preclude Shareholders from attending and voting at the EGM 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., 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. Shareholders or their proxies shall produce their identity proof when attending the EGM.

2. Pursuant to the Administrative Measures on Share Incentives of Listed Companies (the “ 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. Guo Guoqing, an independent non-executive director, has sent out the proxy form for the solicitation of voting rights by independent non-executive director (the “ Independent Director’s Proxy Form ”) to solicit voting rights from the Shareholders on the special resolutions in respect of the Incentive Scheme and its related matters at the EGM. For further details of the Independent Director’s Proxy Form, please refer to the report on the public solicitation of voting rights by the independent non-executive director published by the Company on 28 February 2018.

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Should you wish to appoint Mr. Guo Guoqing as your proxy to vote for you and on your behalf at the EGM on the special resolutions in respect of the Incentive Scheme and its related matters at the EGM, 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 EGM or any adjournment thereof.

You may appoint Mr. Guo Guoqing as your proxy to vote for you and on your behalf solely on the special resolutions in respect of the Incentive Scheme and its related matters. If you wish to appoint any person other than Mr. Guo Guoqing as your proxy to vote for you and on your behalf solely on all resolutions at the EGM, 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 Incentive Scheme and its related matters.

1. 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 28 February 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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