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

Aug 28, 2019

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)

NOTICE OF THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 third 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 Tuesday, 15 October 2019 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions.

ORDINARY RESOLUTIONS

1. To consider and approve a three-year continuing connected transactions framework agreement for 2020-2022 entered into between the Company and Joincare Pharmaceutical Industry Group Co., Ltd.*（健康元藥業集團股份有限公司）and the transactions contemplated thereunder and the related annual caps.

“ THAT :

• (A) the purchases framework agreement entered into between the Company and Joincare Pharmaceutical Industry Group Co., Ltd.（健康元藥業集團股份有限公司）dated 16 August 2019 (the “ 2020 Joincare Purchases Framework Agreement* ”) and the transactions contemplated thereunder be approved, ratified and confirmed;

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• (B) the annual caps in respect of the 2020 Joincare Purchases Framework Agreement for the three years ending 31 December 2020, 31 December 2021 and 31 December 2022, respectively, be and are hereby approved and confirmed; and

• (C) any one director of the Company be and is hereby authorised to do all such acts and things, negotiate, approve, sign, initial, ratify and/or execute all documents which may in his opinion be necessary, desirable or expedient to implement and give effect to any matters arising from, relating to or incidental to the 2020 Joincare Purchases Framework Agreement and the transactions contemplated thereunder.”

• To consider and approve the appointment of independent non-executive directors of the ninth session of the Board.

• 2.1 To consider and approve the appointment of Mr. Tian Qiusheng as an independent nonexecutive director of the ninth session of the Board.

• 2.2 To consider and approve the appointment of Mr. Wong Kam Wa as an independent nonexecutive director of the ninth session of the Board.

SPECIAL RESOLUTIONS

1. To consider and approve the increase of the registered capital of the Company.

2. To consider and approve the amendments to the articles of association of the Company.

Notes:

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 “ 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 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, 14 September 2019 to Tuesday, 15 October 2019, 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 13 September 2019.

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.

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1. 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders) on or before Wednesday, 25 September 2019, either in person, by mail or fax.

2. 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 54, 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.

3. 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

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 29 August 2019

As at the date of this notice, the Executive Directors of the Company are Mr. Tang Yanggang (President), Mr. Xu Guoxiang (Vice Chairman and Vice President), and Mr. Fu Daotian (Vice President); the Non-Executive Directors of the Company are Mr. Zhu Baoguo (Chairman), Mr. Tao Desheng (Vice Chairman) and Mr. Qiu Qingfeng; and the Independent Non-Executive Directors of the Company are Mr. Xu Yanjun, Mr. Wang Xiaojun, Mr. Zheng Zhihua and Mr. Xie Yun.

• For identification purpose only

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