Luye Pharma Group Limited — Proxy Solicitation & Information Statement 2017

Dec 10, 2017

LUYE PHARMA GROUP LTD.

綠 葉 製 藥 集 團 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 02186)

PROXY FORM FOR SPECIAL GENERAL MEETING

I/We, being the registered holder(s) of Luye Pharma Group[1)] Ltd. (the ‘‘Company’’), hereby appoint the proxy[(Note][1)] as specified below or failing him/her, the chairman of the meeting[(Note] to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held at Bowen Room, 7/F, Conrad, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Friday, 29 December 2017 at 3:00 p.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Name

Registered Address

Certificate No.[(Note][7)]

Signature[(Note][3)] Date Proxy[(Note][1)] (Complete in ENGLISH BLOCK CAPITALS.) Full Name No. of Shares[(Note][2)] Full Address ORDINARY RESOLUTION FOR[(Note][4)] AGAINST[(Note][4)] 1. ‘‘THAT: (a) the execution and delivery of and the performance of the obligations under the two asset transfer agreements dated 4 August 2017 (the ‘‘Asset Transfer Agreements’’) in respect of the acquisition of LY01008 and LY06006 (the ‘‘Asset Transfer’’) entered into between 山東綠葉製藥有限公司 (Shandong Luye Pharmaceutical Co. Ltd.) and 山東博安生物技術有限公司 (Shandong Boan Biological Technology Co. Ltd.) (copies of each of the Asset Transfer Agreements have been tabled at the meeting and marked ‘‘A’’ and ‘‘B’’ respectively for the purpose of identification) and the transactions and payments contemplated thereunder be and are hereby approved, confirmed and ratified; and (b) any one director of the Company be and is hereby authorised to sign, agree, ratify, perfect, execute or deliver (including under seal where applicable) such documents and to do or authorise doing all such acts and things incidental to the Asset Transfer and the transactions contemplated under the Asset Transfer Agreements as he/she may in his/her absolute discretion consider necessary, desirable or expedient in connection with the implementation of, giving effect to or completion of the transactions contemplated under the Asset Transfer Agreements.’’

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

3. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK (✓) IN THE BOX BELOW MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK (✓) IN THE BOX BELOW MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote in respect of the resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.

5. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

6. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.

7. Please provide one certificate number, if possible, to facilitate processing.

8. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.