Luye Pharma Group Limited — Proxy Solicitation & Information Statement 2017

Dec 10, 2017

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

LUYE PHARMA GROUP LTD. 綠 葉 製 藥 集 團 有 限 公 司

(Incorporated in the Bermuda with limited liability)

(Stock Code: 02186)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of Luye Pharma Group Ltd. (the ‘‘Company’’) will 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. or at any adjournment thereof for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘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 may in his 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.’’

By order of the Board LUYE PHARMA GROUP LTD. Liu Dian Bo

Chairman

Hong Kong, 11 December 2017

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Registered Office: Principal Place of Business in Hong Kong: Clarendon House Unit 3207, 32/F, Champion Tower 2 Church Street 3 Garden Road Hamilton HM 11 Central Bermuda Hong Kong

Notes:

• (1) Any shareholder of the Company entitled to attend and vote at the SGM is entitled to appoint one or more separate proxies to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

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

• (3) Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the relevant form of proxy shall be deemed to be revoked.

• (4) The resolution as set out in this notice will be taken by poll.

As at the date of this notice, the executive directors of the Company are Mr. LIU Dian Bo, Mr. YANG Rong Bing, Mr. YUAN Hui Xian and Ms. ZHU Yuan Yuan; the non-executive director is Mr. SONG Rui Lin; and the independent nonexecutive directors are Mr. ZHANG Hua Qiao, Professor LO Yuk Lam, Mr. LEUNG Man Kit and Mr. CHOY Sze Chung Jojo.

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