Luye Pharma Group Limited — Proxy Solicitation & Information Statement 2018

Jun 5, 2018

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 Gloucester Room, 2/F, Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on Friday, 22 June 2018 at 3:00 p.m. 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 asset purchase and licence agreement dated 7 May 2018 entered into among Luye Pharma Hong Kong Limited, AstraZeneca UK Limited and the Company (the ‘‘APL Agreement’’) in respect of the acquisition of the assets and the grant of the licence in relation to the Products Seroquel or Seroquel XR in the territory set out in APL Agreement (the ‘‘Acquisition’’) (copy of the APL Agreement has been tabled at the meeting and marked ‘‘A’’ for the purpose of identification) and the transactions 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 Acquisition and the transactions contemplated under the APL Agreement as he/she may in his/her absolute discretion consider necessary, desirable or expedient and in the best interest of the Company in connection with the implementation of, giving effect to or completion of the APL Agreement and the transactions contemplated thereunder.’’

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

Chairman

Hong Kong, 5 June 2018

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Registered Office: Head Office and Principal Place of Principal Place of Business Clarendon House Business in China: in Hong Kong: 2 Church Street No. 15 Chuang Ye Road Unit 3207 Hamilton HM 11 High-tech Industrial Development Zone 32/F, Champion Tower Bermuda Yantai, Shandong 3 Garden Road 264003 Central People’s Republic of China Hong Kong Building 12 Shanghai Business Park III No. 1036 Tianlin Road Shanghai People’s Republic of China

Notes:

• (1) A shareholder entitled to attend and vote at the above SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a shareholder.

• (2) In the case of joint holders of any Share, any one of such persons may vote at the above SGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above SGM personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (3) In order to be valid, a form of proxy must be completed, signed and returned to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. The completion and delivery of the form of proxy shall not preclude the shareholders from attending and voting in person at the SGM (or any adjourned meeting thereof) if they so wish.

• (4) The record date and time for determining the entitlement of the shareholders of the Company to attend and vote at the SGM is 4:30 p.m. on 15 June 2018. In order to determine the entitlement of shareholders to attend and vote at the SGM, shareholders should ensure that all completed transfer documents, accompanied by the relevant share certificates, are lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before 4:30 p.m. on 15 June 2018.

• (5) 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.

• (6) 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 of the Company is Mr. SONG Rui Lin; and the independent non-executive directors of the Company are Mr. ZHANG Hua Qiao, Professor LO Yuk Lam, Mr. LEUNG Man Kit and Mr. CHOY Sze Chung Jojo.

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