Livzon Pharmaceutical Group Inc. — Proxy Solicitation & Information Statement 2019

Nov 14, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc. *, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

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

(I) PROPOSED CHANGE OF AUDITOR FOR THE YEAR 2019 (II) CONVENING THE EGM

The letter from the Board is set out on pages 3 to 6 of this circular.

The Company will hold the EGM at the Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China at 2:00 p.m. on Monday, 9 December 2019. The notice of the EGM has been given by the Company on Wednesday, 23 October 2019, and reply slip for attendance and proxy form for the EGM have also been dispatched on Wednesday, 23 October 2019 by the Company. The aforesaid documents are also available for download on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.livzon.com.cn).

If you would like to attend the EGM in person or by proxy, please complete the reply slip in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in person, by post or by fax in any event on or before Tuesday, 19 November 2019. If you would like to attend the EGM by proxy, please complete the proxy form in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited as soon as possible and in any event no later than 24 hours before the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

• For identification purpose only

15 November 2019

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3

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DEFINITIONS

In this circular, the following terms shall have the meanings set out below unless the context requires otherwise:

• “Board”

• the board of Directors of the Company

• “Company” 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc.*, a joint stock company incorporated in the PRC in accordance with the Company Law on 25 January 1985 with limited liability, its shares are listed on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange

• “Company Law” Company Law of the PRC （中華人民共和國公司法）, as adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress of the PRC on 29 December 1993, effective from 1 July 1994, as amended, supplemented or otherwise modified from time to time

• “Director(s)” director(s) of the Company

• “EGM” the 2019 fourth extraordinary general meeting of the Company to be convened at 2:00 p.m. on Monday, 9 December 2019, if thought fit, to approve the proposed change of auditor for the year 2019

• “Group” the Company and its subsidiaries

• “Grant Thornton” Grant Thornton (Special General Partnership)

• “H Share(s)” the overseas-listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange (stock code: 1513)

• “Hong Kong” Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “PRC” or “China” the People’s Republic of China, which, for the purpose of this circular, does not include Hong Kong, the Macau Special Administrative Region and Taiwan

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	DEFINITIONS
“RMB”	Renminbi, the lawful currency of the PRC
“Ruihua”	Ruihua Certified Public Accountants (LLP)（瑞華會計師
	事務所（特殊普通合夥））
“Shareholder(s)”	the shareholder(s) of the Company
“Shenzhen Stock Exchange”	the Shenzhen Stock Exchange（深圳證券交易所）

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LETTER FROM THE BOARD

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

Executive Directors:

Mr. Tang Yanggang (President) Mr. Xu Guoxiang (Vice Chairman and Vice President)

Non-executive Directors:

Mr. Zhu Baoguo (Chairman) Mr. Tao Desheng (Vice Chairman) Mr. Qiu Qingfeng

Independent Non-executive Directors:

Mr. Xu Yanjun Mr. Xie Yun Mr. Zheng Zhihua Mr. Tian Qiusheng Mr. Wong Kam Wa

Registered office:

Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China

Principal place of business in Hong Kong: Room 1301, 13/F., China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong

15 November 2019

To the Shareholders

Dear Sir/Madam,

(I) PROPOSED CHANGE OF AUDITOR FOR THE YEAR 2019 (II) CONVENING THE EGM

I. INTRODUCTION

The purpose of this circular is to provide you with information in relation to the proposed change of auditor for the year 2019 to enable you to make an informed decision on whether to for or against the relevant resolution to be proposed at the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

II. PROPOSED CHANGE OF AUDITOR FOR THE YEAR 2019

Reference is made to the announcement of the Company dated 22 October 2019.

On 22 October 2019, in consideration of the development needs of the Company, the Board proposes Ruihua to be terminated as the auditor of the Company for the year 2019 (the “ Proposed Termination ”).

The Board also proposes Grant Thornton to be appointed as the auditor of the Company for the year 2019 (the “ Proposed Appointment ”), and its remuneration to be fixed at RMB1.64 million (tax inclusive) and RMB0.36 million (tax inclusive) for the audit of the financial statements of the Company for the year 2019 and the internal control of the Company respectively. The expenses incurred from other services provided by Grant Thornton for the business needs of the Company will be paid separately by the Company.

Grant Thornton was established in the PRC on 22 December 2011, and principally engages in auditing the financial statements of companies and issuing auditor’s reports; verifying corporate capital and issuing capital verification reports; dealing with audit matters in relation to corporate mergers, divisions and liquidation, and issuing relevant reports; auditing financial statements for the year of capital construction; agency accounting; accounting consulting, tax consulting, management consulting and accounting training; and other businesses as regulated by laws and regulations.

Grant Thornton holds relevant qualifications and practicing certificates for securities and futures-related business, and is able to conduct independent auditing on the Company’s financial position and satisfy the future needs for the audit work of the Company.

Ruihua has confirmed in writing that there are no matters in relation to the Proposed Termination that need to be brought to the attention of the Shareholders. The Board and the audit committee of the Company have also confirmed that there are no disagreements or outstanding matters between the Company and Ruihua, and the Board is not aware of any other matters in relation to the change of auditor that need to be brought to the attention of the Shareholders.

The Board would like to express its sincere gratitude to Ruihua for the professional and quality services rendered to the Company in the past years.

Therefore, the Company intends to propose an ordinary resolution at the EGM for seeking Shareholders’ approval for the proposed change of auditor for the year 2019.

III. CONVENING THE EGM

The Company will hold the EGM at the Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China at 2:00 p.m. on Monday, 9 December 2019. The notice of the EGM has been given by the Company on Wednesday, 23 October 2019, and reply slip for attendance and proxy form for the EGM have also been dispatched on Wednesday, 23 October 2019 by

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LETTER FROM THE BOARD

the Company. The aforesaid documents are also available for download on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.livzon.com.cn).

If you would like to attend the EGM in person or by proxy, please complete the reply slip in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in person, by post or by fax in any event on or before Tuesday, 19 November 2019. If you would like to attend the EGM by proxy, please complete the proxy form in accordance with the instructions printed thereon and return it to the H Share Registrar of the Company, Tricor Investor Services Limited as soon as possible and in any event no later than 24 hours before the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

IV. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the qualification of the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Saturday, 9 November 2019 to Monday, 9 December 2019, both days inclusive, during which no transfer of shares will be registered.

V. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, the resolution put forward at the EGM will be voted on by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Poll results will be announced by the Company in accordance with Rule 13.39(5) of the Hong Kong Listing Rules after the EGM.

VI. RECOMMENDATION

The Board, considers that the proposed change of auditor for the year 2019 is in the interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

VII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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

• For identification purpose only

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