PW Medtech Group Limited — Proxy Solicitation & Information Statement 2020

Nov 20, 2020

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Supplemental Circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PW Medtech Group Limited (普華和順集團公司), you should at once hand this Supplemental Circular, together with the enclosed revised form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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 Supplemental 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 Supplemental Circular.

This Supplemental Circular is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This Supplemental Circular and the information herein do not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States.

PW MEDTECH GROUP LIMITED

普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

SUPPLEMENTAL CIRCULAR IN RELATION TO THE EGM (1) PROVISION OF THE MERGER VOTING UNDERTAKING IN FAVOR OF THE MERGER AGREEMENT;

(2) POSTPONEMENT OF THE EGM;

AND

(3) REVISED NOTICE OF THE EGM

This Supplemental Circular should be read in conjunction with the circular (the ‘‘Circular’’) of the Company dated November 16, 2020, which has been despatched to the Shareholders on November 16, 2020. Capitalized terms used in this cover shall have the same meanings as those defined in this Supplemental Circular.

A letter from the Board is set out on pages 7 to 19 of this Supplemental Circular.

The EGM (originally scheduled to be held on Friday, December 4, 2020 at 10:00 a.m.) will be held at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the PRC on Tuesday, December 8, 2020 at 10:00 a.m.. The Original Notice of EGM was set out in the Circular. The Revised Notice of EGM is set out on pages REGM-1 to REGM-3 of this Supplemental Circular.

The Revised Form of Proxy applicable to the EGM is enclosed with this Supplemental Circular. The Revised Form of Proxy will revoke and supersede the Original Form of Proxy. Shareholders who have submitted the Original Form of Proxy to the branch share registrar of the Company in Hong Kong must note that the Original Form of Proxy will no longer be applicable to the EGM and voting on the proposed ordinary resolutions as set out in the Original Notice of EGM. The Revised Form of Proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.pwmedtech.com).

In order to safeguard the health and safety of all Shareholders, as well as to prevent and control the spread of COVID-19, should Shareholders choose to attend the EGM in person, the Company would like to remind all Shareholders to strictly comply with the requirements of the PRC and the Company in relation to the prevention and control measures of COVID-19.

Whether or not you are able to attend the EGM, please complete and sign the accompanying Revised Form of Proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for the holding of the EGM or any adjournment thereof (i.e. not later than 10:00 a.m. (Hong Kong time) on Sunday, December 6, 2020). Completion and return of the Revised Form of Proxy will not preclude the Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish.

November 23, 2020

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
APPENDIX I — SUPPLEMENTAL GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . .		I-1
REVISED NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	REGM-1

– i –

DEFINITIONS

In this Supplemental Circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘2019 Share Purchase the share purchase agreement dated September 18, 2019 Agreement’’ entered into between the Company and Beachhead Holdings Limited, pursuant to which the Company has conditionally agreed to sell, and Beachhead Holdings Limited has conditionally agreed to purchase, 1,000,000 CBPO Shares (as amended by amendment no. 1 thereto dated March 17, 2020, amendment no. 2 thereto dated May 5, 2020 and amendment no. 3 thereto dated October 26, 2020)

• ‘‘Acquisition’’

• a proposed acquisition by the Consortium or their controlled affiliates of all of the outstanding CBPO Shares not already owned by the members of the Consortium as envisaged in the Consortium Agreement

• ‘‘Biomedical Future’’

• Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, whose principal business activity is investment holding. Biomedical Future is ultimately controlled by Mr. Joseph Chow, the chairman of the board of director and chief executive officer of CBPO

• ‘‘Biomedical Treasure’’

• Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, whose principal business activity is investment holding. Biomedical Treasure is ultimately controlled by Mr. Joseph Chow, the chairman of the board of director and chief executive officer of CBPO

• ‘‘Board’’ the board of Directors

• ‘‘Cash Out’’

• each CBPO Share held by the Company being cancelled and converted into a right to receive the Per Share Merger Consideration in the Privatization

• ‘‘CBPO’’

• China Biologic Products Holdings, Inc., a Cayman Islands exempted company, which changed its place of domicile from Delaware to the Cayman Islands on July 21, 2017 and has been listed on NASDAQ since 2009

• ‘‘CBPO Share(s)’’

• ordinary share(s) of CBPO at a par value of US$0.0001 per share

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DEFINITIONS

• ‘‘Circular’’

• ‘‘CITIC Capital’’

• ‘‘Company’’

• ‘‘Consortium’’

• ‘‘Consortium Agreement’’

• ‘‘Covered Securities’’

• ‘‘Director(s)’’

• ‘‘Disposals’’

• ‘‘Double Double’’

• ‘‘Effective Disposal’’

• the circular of the Company dated November 16, 2020 in relation to, among others, the Disposals, which was despatched to the Shareholders on November 16, 2020

• 2019B Cayman Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose principal business activity is investment holding. The ultimate controller of 2019B Cayman Limited is CITIC Capital Holdings Limited

• PW Medtech Group Limited (普華和順集團公司), an exempted company incorporated under the laws of the Cayman Islands with limited liability on May 13, 2011, whose principal business activity is investment holding and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1358)

• the consortium formed under the Consortium Agreement for the purpose of the Privatization and the Acquisition

• the consortium agreement dated September 18, 2019 in connection with the Privatization and the Acquisition, as amended by amendment no. 1 on January 23, 2020 and as further amended, restated or modified from time to time before the Latest Practicable Date

• all of the existing and additional securities of CBPO of which a party to the Consortium Agreement has acquired or will acquire beneficial ownership

• the director(s) of the Company

• the disposal of 5,321,000 CBPO Shares by the Company as contemplated under the Share Purchase Agreements

• Double Double Holdings Limited, an affiliate of Beachhead Holdings Limited

• the disposal of the Company’s entire shareholding in CBPO through either (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals), or (ii) the provision of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out) at the same per CBPO Share consideration of US$120.00

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DEFINITIONS

• ‘‘Effective Time’’

• ‘‘EGM’’

• ‘‘Exclusivity Period’’

• ‘‘Group’’

• ‘‘Infusion Set Business’’

• ‘‘Initial Consortium Members’’

• ‘‘Initial Consortium Members under the Amended and Restated Consortium Agreement’’

the time of registration of the plan of Merger by the Registrar of Companies of the Cayman Islands, or such later time as may be agreed in writing by CBPO Holdings Limited, CBPO Group Limited and CBPO and specified in the plan of Merger

• the extraordinary general meeting (originally scheduled to be held at 10:00 a.m. on Friday, December 4, 2020) of the Company to be held at 10:00 a.m. on Tuesday, December 8, 2020 at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the PRC for the purpose of considering and, if thought fit, approving, among others, (i) the Effective Disposal through either (a) the Transaction Documents and the transactions contemplated thereunder (including the Disposals) or (b) the provision of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out); and (ii) the declaration and payment of the proposed Special Dividend

• a period of twelve months beginning on the date of the Consortium Agreement, which has been extended to December 17, 2020 pursuant to a letter agreement dated September 16, 2020 by and among the Company and certain other members of the Consortium

• the Company and its subsidiaries

• the R&D, manufacturing and sale of advanced infusion set products and intravenous cannula products

• the Company, Beachhead Holdings Limited, Double Double Holdings Limited, Point Forward Holdings Limited, Mr. Joseph Chow, Parfield International Ltd., CITIC Capital China Partners IV, L.P., HH SUM-XXII Holdings Limited and V- Sciences Investments Pte Ltd, Biomedical Future, Biomedical Treasure and Biomedical Development Limited

• Beachhead Holdings Limited, Double Double Holdings Limited, Point Forward Holdings Limited, CITIC Capital, Parfield International Ltd., HH SUM-XXII Holdings Limited and V-Sciences Investments Pte Ltd, Mr. Joseph Chow, Biomedical Future, Biomedical Treasure, Biomedical Development Limited, TB MGMT Holding Company Limited, TB Executives Unity Holding Limited and TB Innovation Holding Limited

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DEFINITIONS

• ‘‘Latest Practicable Date’’

• ‘‘Letter Agreements’’

• ‘‘Listing Rules’’

• ‘‘Majority Initial Consortium Members under the Amended and Restated Consortium Agreement’’

• ‘‘Merger’’

• ‘‘Merger Agreement’’

• ‘‘Merger Voting Undertaking’’

• ‘‘Model Code’’

• ‘‘NASDAQ’’

• ‘‘Original Form of Proxy’’

• ‘‘Original Notice of EGM’’

• November 20, 2020, being the latest practicable date prior to the printing of this Supplemental Circular for the purpose of ascertaining certain information contained herein

the letter agreements dated October 26, 2020 entered into between the Company and, among others, each of Biomedical Treasure, CITIC Capital and Biomedical Future, in connection with the Disposals and in furtherance of the Company’s intention with regard to the Privatization

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

• one or more Initial Consortium Members under the Amended and Restated Consortium Agreement making at least a majority of the total equity contributions to be made by all Initial Consortium Members under the Amended and Restated Consortium Agreement as of any given time

the merger of CBPO Group Limited with and into CBPO with CBPO continuing as a surviving company and becoming a wholly-owned subsidiary of CBPO Holdings Limited

the agreement and plan of merger dated November 19, 2020 entered into among CBPO Holdings Limited, CBPO Group Limited and CBPO, in relation to, among others, the Merger

• the voting undertaking dated November 19, 2020 provided by the Company to CBPO Holdings Limited in relation to the Merger Agreement and the transactions contemplated thereunder

• the ‘‘Model Code for Securities Transactions by Directors of Listed Issuers’’ as set out in Appendix 10 to the Listing Rules

• The NASDAQ Stock Market LLC

• the form of proxy of the Company in respect of the resolutions set out in the Original Notice of EGM, which was despatched to the Shareholders on November 16, 2020

• the notice of the EGM dated November 16, 2020, which was despatched to the Shareholders on November 16, 2020

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DEFINITIONS

• ‘‘Parent Termination Fee’’

• the termination fee of US$68,310,000 to be paid to CBPO by CBPO Holdings Limited in the event that the Merger Agreement is validly terminated by CBPO pursuant to the terms and conditions of the Merger Agreement, which could be reduced to US$0 in certain agreed circumstances

• ‘‘Per Share Merger Consideration’’

• the proposed consideration per CBPO Share payable in cash to the shareholders of CBPO pursuant to the Merger Agreement, being US$120.00 per CBPO Share

• ‘‘PRC’’

• the People’s Republic of China

• ‘‘Privatization’’

• the proposed privatization of CBPO pursuant to which the CBPO Shares would be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended from time to time

• ‘‘R&D’’ research and development

• ‘‘Revised Form of Proxy’’

• the revised form of proxy of the Company in respect of the resolutions set out in the Revised Notice of EGM

• ‘‘Revised Notice of EGM’’

• the revised notice of the EGM dated November 23, 2020, which is set out on pages REGM-1 to REGM-3 of this Supplemental Circular

• ‘‘Rollover Securities’’

• certain CBPO Shares and other securities (namely any restricted shares, share options and any other securities convertible, exercisable or exchangeable into CBPO Shares) of CBPO owned by the Initial Consortium Members and any additional member that may be admitted to the Consortium from time to time, to be contributed in exchange for newly issued shares of CBPO Holdings Limited

• ‘‘Rollover Shareholders’’

• refers to the Initial Consortium Members and any additional member that may be admitted to the Consortium from time to time who will contribute their Rollover Securities in exchange for newly issued shares of CBPO Holdings Limited, each a ‘‘Rollover Shareholder’’

• ‘‘Rollover Transaction’’

• Consortium members contributing their Rollover Securities in exchange for newly issued shares of CBPO Holdings Limited (as described in the section headed ‘‘Rollover and other arrangements’’ in pages 11 and 12 of the circular of the Company dated October 18, 2019)

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DEFINITIONS

• ‘‘Shareholder(s)’’

shareholder(s) of the Company from time to time

• ‘‘Share Purchase Agreements’’

• the share purchase agreements dated October 26, 2020 entered into by the Company with each of Biomedical Future, Biomedical Treasure and CITIC Capital in relation to, among others, the Disposals

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Supplemental Circular’’ this supplemental circular

• ‘‘Transaction Documents’’

• the Share Purchase Agreements and the Letter Agreements

• ‘‘US$’’

• United States dollars, the lawful currency of the United States of America

• ‘‘VSD Announcement’’

• the announcement of the Company dated October 26, 2020 in relation to, among others, the Disposals

• ‘‘%’’ per cent

For the purpose of this Supplemental Circular, unless otherwise stated, the conversion of US$ into RMB is calculated by using an exchange rate of US$1.00 equal to RMB6.6123, being the central parity rate published by the State Administration of Foreign Exchange of the PRC on November 9, 2020, being the Latest Practicable Date of the Circular. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

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LETTER FROM THE BOARD

PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

Executive Director: Ms. Yue’e ZHANG (Chairman & Chief Executive Officer)

Non-executive Directors:

Mr. JIANG Liwei Mr. LIN Junshan

Independent Non-executive Directors:

Mr. WANG Xiaogang Mr. ZHANG Xingdong Mr. CHEN Geng

Registered Office: The Grand Pavilion Commercial Centre Oleander Way, 802 West Bay Road P.O. Box 32052 Grand Cayman KY1-1208 Cayman Islands

Headquarters and Principal Place of Business in the PRC: Building 1, No. 23 Panlong West Road Pinggu District Beijing, the PRC 101204

Principal Place of Business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

November 23, 2020

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR IN RELATION TO THE EGM (1) PROVISION OF THE MERGER VOTING UNDERTAKING IN FAVOR OF THE MERGER AGREEMENT; (2) POSTPONEMENT OF THE EGM; AND (3) REVISED NOTICE OF THE EGM

I. INTRODUCTION

References are made to (i) the announcements of the Company dated September 19, 2019, November 7, 2019, January 23, 2020, May 5, 2020, May 10, 2020, September 16, 2020 and October 26, 2020, and the circular of the Company dated October 18, 2019 in relation to, among others, the disposal of 1,000,000 CBPO Shares by the Company pursuant to the 2019 Share Purchase Agreement, the Consortium Agreement and the Privatization; (ii) the VSD Announcement

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LETTER FROM THE BOARD

and the Circular; (iii) the Original Notice of EGM; (iv) the Original Form of Proxy; and (v) the announcements of the Company dated November 19, 2020 and November 20, 2020 in relation to, among others, the Merger Voting Undertaking and the postponement of the EGM.

This Supplemental Circular shall be read together with the Circular. Unless otherwise defined or as defined in the section headed ‘‘DEFINITIONS’’ in this Supplemental Circular, capitalized terms used in this Supplemental Circular shall have the same meanings as those defined in the Circular.

The EGM originally scheduled to be held at 10:00 a.m. on December 4, 2020 has been postponed to be held at 10:00 a.m. on Tuesday, December 8, 2020. The purpose of this Supplemental Circular is to provide you with (i) further details of the Merger Voting Undertaking, the Merger Agreement and the transactions contemplated thereunder (including the Cash Out); (ii) the Effective Disposal; and (iii) the Revised Notice of EGM as well as the Revised Form of Proxy.

II. THE EFFECTIVE DISPOSAL

General Background on the Disposals

As disclosed in the VSD Announcement and the Circular, (i) on October 26, 2020, the Company entered into the Share Purchase Agreements together with other ancillary documents (including the Letter Agreements), pursuant to which the Company has agreed to sell an aggregate of 5,321,000 CBPO Shares it holds, which represents the entire shareholding of the Company in CBPO, to Biomedical Treasure, CITIC Capital and Biomedical Future; (ii) the Board decided not to proceed with the Rollover Transaction with respect to the Company in the Privatization as contemplated under the Consortium Agreement, provided that (a) the closings of the Disposals shall be conducted in full pursuant to the Share Purchase Agreements; or (b) before the Acquisition takes place in accordance with the Merger Agreement, the Share Purchase Agreements are not terminated without the closings of the Disposals having taken place; and (iii) it is expected that the Company would cease to be a Consortium member immediately after the closings of the Disposals. As at the Latest Practicable Date, the closings of the Disposals have not taken place.

Background on the Merger Agreement and the Merger Voting Undertaking

As the Board decided not to proceed with the Rollover Transaction with respect to the Company in the Privatization and to complete the Disposals as soon as practicable once the Disposals are approved by the Shareholders at the EGM, the Company would not participate in the Merger as a Rollover Shareholder. Notwithstanding that, the Merger Agreement and the transactions contemplated thereunder (including the Cash Out) are considered by the Board as a contingency plan to exit its investment in CBPO in the unlikely event that the closings of the Disposals do not take place. At the same time, the Consortium wishes to secure as much support as possible from CBPO’s shareholders to vote in favor of the Privatization. For such purpose and concurrent with the signing of the Merger Agreement (the details of which are set out in the paragraph headed ‘‘Information on the Merger Agreement’’ in this section), CBPO

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LETTER FROM THE BOARD

Holdings Limited and the Consortium members participating in the Merger have entered into a voting and support agreement (the ‘‘Support Agreement’’), pursuant to which such Consortium members have, among others, given covenants to vote in favour of the Merger Agreement and the transactions contemplated thereunder (including the Cash Out).

As (i) the Company is not a party to the Support Agreement but remains a shareholder of CBPO until closings of the Disposals and (ii) the Company has been bound by certain provisions in the Consortium Agreement containing a commitment to vote, among others, in favor of the Merger Agreement and the transactions contemplated thereunder (including the Cash Out), which is subject to the Shareholders’ approval, and such provisions will not terminate with respect to the Company until the closings of the Disposals have taken place (as disclosed in the circular of the Company dated October 18, 2019, subject to the terms and conditions set forth in the Consortium Agreement, the Company irrevocably and unconditionally agreed that, during the Exclusivity Period, to the extent it or its affiliates beneficially owns any Covered Securities, at any meeting of the shareholders of CBPO, it shall (solely in its capacity as beneficial owner of its Covered Securities), and shall cause its affiliates and any holder of record of CBPO’s securities, in each case to the extent that such CBPO’s securities are entitled to vote thereon or consent thereto, among other things, in favor of the approval, adoption and authorization of the Merger Agreement and the approval of the Acquisition and any other transactions contemplated by the Merger Agreement (including the Cash Out) and in favor of any other matters required to consummate the Acquisition and any other transactions contemplated by the Merger Agreement); and (iii) the Consortium Agreement has been amended and restated by the Amended and Restated Consortium Agreement (as defined below) concurrent with the signing of the Merger Agreement, CBPO and CBPO Holdings Limited have requested that the Company document its voting commitment in a separate voting undertaking (being the Merger Voting Undertaking as further detailed in the section headed ‘‘LETTER FROM THE BOARD — III. PROVISION OF THE MERGER VOTING UNDERTAKING IN FAVOUR OF THE MERGER AGREEMENT’’ in this Supplemental Circular) to the same effect as that provided by the other Consortium members participating in the Merger under the Support Agreement.

Information on the Merger Agreement

The principal terms of the Merger Agreement are summarized as below:

Date

November 19, 2020

Parties

• (1) CBPO (as the surviving company);

• (2) CBPO Holdings Limited (as the parent company); and

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LETTER FROM THE BOARD

(3) CBPO Group Limited (as the merger subsidiary).

Subject matter

Pursuant to the Merger Agreement, CBPO Group Limited will merge with and into CBPO, with CBPO surviving the Merger as the surviving company (as defined in the Cayman Companies Law) and becoming a wholly-owned subsidiary of CBPO Holdings Limited as a result of the Merger, and the Cash Out will take place.

Consideration

Each CBPO Share issued and outstanding immediately prior to the Effective Time which is subject to the Merger shall be cancelled and converted into the right to receive the Per Share Merger Consideration in cash, being US$120.00 per CBPO Share (without interest), which is the same as the per CBPO Share consideration under the Disposals.

Effect of the Merger on the issued share capital of CBPO and CBPO Group Limited

At the Effective Time, all of the CBPO Shares that have been converted into a right to receive the Per Share Merger Consideration shall no longer be outstanding, shall be cancelled and extinguished and shall cease to exist (except for (i) the CBPO Shares owned by CBPO or any of its subsidiaries, which will be cancelled without payment of any consideration therefor; (ii) the CBPO Shares owned by CBPO Holdings Limited or any of its subsidiaries (including the CBPO Shares contributed by the Rollover Shareholders) which at the discretion of CBPO Holdings Limited will be (a) cancelled without payment of any consideration therefor or (b) converted into the same number of shares of the surviving company; and (iii) the CBPO Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands), and each former holder of such CBPO Shares that were outstanding immediately prior to the Effective Time will cease to have any rights with respect to such CBPO Shares, except for the right to receive the Per Share Merger Consideration without interest.

Immediately following the cancellation of the CBPO Shares which are subject to the Merger pursuant to the terms and conditions of the Merger Agreement, each ordinary share in CBPO Group Limited issued and outstanding immediately prior to the Effective Time, shall be converted into and become one validly issued, fully paid and nonassessable ordinary share of CBPO.

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LETTER FROM THE BOARD

Conditions

The closing of the Merger is subject to the satisfaction or, if applicable, waiver of, among others, the following conditions:

• (i) the Merger shall have been duly approved by the holders of CBPO Shares at a shareholders meeting of CBPO;

• (ii) no applicable law, order, judgment, injunction, award, decision, determination, stipulation, ruling, subpoena, writ, decree or verdict enacted, issued, promulgated, enforced or entered by or with any competent governmental entity which prohibits, restrains, makes illegal or enjoins the consummation of the transactions contemplated under the Merger Agreement (including the Merger) shall remain in effect; and

• (iii) the representations and warranties of CBPO Holdings Limited and CBPO Group Limited shall be true and correct.

III. PROVISION OF THE MERGER VOTING UNDERTAKING IN FAVOUR OF THE MERGER AGREEMENT

Principal terms of the Merger Voting Undertaking

The principal terms of the Merger Voting Undertaking are summarized as below:

Date

November 19, 2020

Subject matter

Concurrent with the signing of the Merger Agreement, the Company has provided the Merger Voting Undertaking to CBPO Holdings Limited.

Pursuant to the Merger Voting Undertaking and subject to the terms and conditions set forth in the Merger Voting Undertaking, the Company irrevocably and unconditionally undertakes to CBPO Holdings Limited that, as long as the Company beneficially owns, or is otherwise entitled to vote or consent with respect to, any CBPO Shares, after the date of the Merger Voting Undertaking and until the earliest of (i) the Effective Time; (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof; and (iii) the termination of the Consortium Agreement with respect to all parties thereto pursuant to the terms of the Consortium Agreement, at any annual or extraordinary general meeting or any other meeting of the shareholders of CBPO, the Company shall, among others, vote, or cause to be voted, or deliver, or cause to be delivered, a written consent covering, all of the CBPO Shares which are beneficially owned by the Company or with respect to which the Company is otherwise

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LETTER FROM THE BOARD

entitled to vote or consent (a) in favor of the approval, adoption and authorization of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement (including the Cash Out); and (b) in favor of any other matters required to consummate the transactions contemplated by the Merger Agreement (including the Cash Out).

Conditions

The performance by the Company of its obligations under the Merger Voting Undertaking is subject to and contingent upon the following conditions:

• (i) the approval by the Shareholders at an extraordinary general meeting of the Company; and

• (ii) the cash consideration payable for each CBPO Share in the Merger being US$120.00.

IV. INFORMATION ON THE PARTIES TO THE MERGER VOTING UNDERTAKING

Information on the Group

The Company is an exempted company incorporated under the laws of the Cayman Islands with limited liability on May 13, 2011, whose principal business activity is investment holding and the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the development, manufacturing and sale of advanced infusion set and intravenous cannula products.

Information on CBPO Holdings Limited and CBPO Group Limited

CBPO Holdings Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands, and is a holding company formed by Double Double Holdings Limited on behalf of the Consortium solely for the purpose of engaging in the transactions contemplated under the Merger Agreement. Pursuant to the Merger Agreement, CBPO Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of CBPO Holdings Limited, will merge with and into CBPO with CBPO continuing as a surviving company and becoming a wholly-owned subsidiary of CBPO Holdings Limited.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of CBPO Holdings Limited and CBPO Group Limited and their respective ultimate beneficial owners, if any, is a third party independent of the Company and its connected persons.

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LETTER FROM THE BOARD

V. INFORMATION ON CBPO

Please refer to the section headed ‘‘LETTER FROM THE BOARD — VI. INFORMATION ON CBPO’’ and‘‘APPENDIX II — FINANCIAL INFORMATION OF CBPO’’ of the Circular for the general and financial information on CBPO.

VI. REASONS FOR AND BENEFITS OF THE PROVISION OF THE MERGER VOTING UNDERTAKING

As disclosed in the VSD Announcement and the Circular, the Disposals are aimed at providing the Group with an immediate cash inflow and enable the Group to crystallize its investment gains in CBPO in an expedited manner. If the Merger Agreement and the transactions contemplated thereunder are approved by the shareholders of CBPO, the Cash Out will take place whereby each CBPO Share held by the Company will be cancelled and converted into a right to receive the Per Share Merger Consideration in the Privatization, which will also effectively result in the Company disposing of its entire shareholding in CBPO. As such, the Group will also be able to obtain an immediate cash inflow and crystallized gains in CBPO should the Merger Agreement and the transactions contemplated thereunder be approved by the shareholders of CBPO. The Board is therefore of the view that in addition to the entry into of the Share Purchase Agreements, the provision of the Merger Voting Undertaking to facilitate the entry into of the Merger Agreement and the transactions contemplated thereunder will provide an additional means for the Group to achieve the aforementioned goal.

VII. FINANCIAL EFFECTS OF THE PROVISION OF THE MERGER VOTING UNDERTAKING ON THE GROUP

The provision of the Merger Voting Undertaking will facilitate the approval of the Merger Agreement and the transactions contemplated thereunder by the shareholders of CBPO, which will in turn facilitate the Cash Out whereby each CBPO Share held by the Company will be cancelled and converted into a right to receive the Per Share Merger Consideration in the Privatization, which will also effectively result in the Company disposing of its entire shareholding in CBPO. As such, the financial effects of the provision of the Merger Voting Undertaking on the Group are the same as that in relation to the Disposals. Please refer to the section headed ‘‘LETTER FROM THE BOARD — IX. FINANCIAL EFFECTS OF THE DISPOSALS ON THE GROUP’’ in the Circular for further details.

VIII. INTENDED USE OF PROCEEDS

The total gross proceeds from the Cash Out are equivalent to that of the Disposals, being approximately RMB4,222 million.

The Group intends to apply the total gross proceeds from the Cash Out in the same manner as that intended for the Disposals. Please refer to the section headed ‘‘LETTER FROM THE BOARD — X. INTENDED USE OF PROCEEDS’’ in the Circular for further details. In the event that the Effective Disposal is conducted through the provision of the Merger Voting Undertaking and the

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LETTER FROM THE BOARD

transactions facilitated thereunder (including the Cash Out) as opposed to the Transaction Documents and the transactions contemplated thereunder (including the Disposals), the particulars of the proposed Special Dividend, including but not limited to the expected payment date, the arrangement for the closure of the register of members of the Company and the exchange rate at which the Special Dividend will be converted from US$ to HK$, may differ from that as disclosed in the section headed “LETTER FROM THE BOARD — XIV. PROPOSED SPECIAL DIVIDEND” in the Circular, and the Company will make a further announcement to set out such particulars as and when appropriate.

IX. AMENDMENT AND RESTATEMENT OF THE CONSORTIUM AGREEMENT

Concurrent with the signing of the Merger Agreement, the Company and the other Consortium members, among others, have signed an amended and restated consortium agreement (the ‘‘Amended and Restated Consortium Agreement’’) to amend and restate the Consortium Agreement. Pursuant to the Amended and Restated Consortium Agreement, (i) certain provisions in the Amended and Restated Consortium Agreement shall remain effective and continue to bind the Company in accordance with their terms (the ‘‘PWM Provisions’’) until immediately prior to the closings of the Disposals; and (ii) the Amended and Restated Consortium Agreement shall terminate with respect to the Company immediately upon the closings of the Disposals.

The principal terms of the PWM Provisions are summarized below:

1. Expenses and fee sharing

If the Merger Agreement is terminated without the transactions contemplated thereunder having been consummated, the Company shall bear the agreed portion of all out-of-pocket costs and expenses that have been incurred and accrued by the Consortium in connection with the Privatization prior to the closings of the Disposals, while the Company shall not bear any of the out-of-pocket costs and expenses incurred by the Consortium in connection with the Privatization after the closing of the Management Disposal I (as defined in the VSD Announcement and the Circular) or the CITIC Disposal (as defined in the VSD Announcement and the Circular), or the Initial Management Disposal II Closing (as defined in the VSD Announcement and the Circular) (as the case may be), subject to the terms and conditions of the respective Letter Agreements.

2. Limited Guarantees

Subject to the terms and conditions of the limited guarantees executed by each of Biomedical Future, Biomedical Treasure, Biomedical Development Limited, Beachhead Holdings Limited, CITIC Capital, Parfield International Ltd., HH SUM-XXII Holdings Limited and V-Sciences Investments Pte Ltd or its applicable affiliates (collectively the ‘‘Limited Guarantees’’), each guarantor has agreed to, or cause its applicable affiliate to, share ratably (based on the guaranteed percentage as defined under the Limited Guarantees) (i) the Parent Termination Fee; and (ii) any amounts if and as required pursuant to the relevant provisions of the Merger Agreement (collectively, the ‘‘Guaranteed Obligations’’) up to the

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LETTER FROM THE BOARD

Maximum Amount as defined under the applicable Limited Guarantee. The allocation of the relevant portion of the Guaranteed Obligations between the Company and Biomedical Treasure, Biomedical Future or CITIC Capital, as applicable, in connection with the CBPO Shares to be disposed of pursuant to the Share Purchase Agreements shall be determined and governed by the Letter Agreements (subject to Shareholders’ approval at the upcoming extraordinary general meeting of the Company in relation to the Transaction Documents and the transactions contemplated thereunder (including the Disposals)). Please refer to the VSD Announcement and the Circular for further details of the Letter Agreements.

3. Exclusivity Period

During the period beginning on the date of the Amended and Restated Consortium Agreement, being November 19, 2020, and ending on the earlier of (i) the date that is twelve months from the date of the Amended and Restated Consortium Agreement, which may be extended by the Initial Consortium Members under the Amended and Restated Consortium Agreement and the Company (to the extent that the Company is bound by the certain provisions in the Amended and Restated Consortium Agreement) in writing; and (ii) the termination of the Amended and Restated Consortium Agreement pursuant to the terms and conditions thereof, each party to the Amended and Restated Consortium Agreement shall (unless otherwise consented to in writing in advance by the Majority Initial Consortium Members under the Amended and Restated Consortium Agreement) and shall cause its affiliates to work exclusively with the other parties to implement the transactions contemplated by the Merger Agreement.

4. Prohibition on Acquisition and Transfer

Subject to the terms of the Amended and Restated Consortium Agreement and the Support Agreement, each party represents, covenants and agrees that, among others, during the Exclusivity Period, it will not, and it will cause its affiliates not to, (a) transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (b) acquire beneficial ownership of any additional CBPO Shares and other securities of CBPO, in each case unless such transfer or acquisition, (x) is a permitted transfer under the Amended and Restated Consortium Agreement, (y) is contemplated under, among others, the Share Purchase Agreements, or (z) has been approved in writing in advance by the Majority Initial Consortium Members.

Notwithstanding anything to the contrary in the above paragraph, if any of the Share Purchase Agreements is duly terminated pursuant to the terms and conditions thereof prior to the consummation of the relevant Disposal, the abovementioned restrictions on acquisition and transfer shall cease to apply with respect to the CBPO Shares that would have been transferred pursuant to such Share Purchase Agreement.

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LETTER FROM THE BOARD

5. Termination

Subject to the terms and conditions thereof, the Amended and Restated Consortium Agreement shall terminate with respect to all parties upon the earliest to occur of (i) a written agreement among the parties to terminate it; (ii) the Effective Time; and (iii) the termination of the Merger Agreement.

The PWM Provisions shall remain effective and continue to bind the Company in accordance with their terms until immediately prior to the disposal by the Company of all of its CBPO Shares. Upon the disposal by the Company of all of its CBPO Shares, the Amended and Restated Consortium Agreement shall terminate with respect to the Company subject to certain terms and conditions thereof.

X. LISTING RULES IMPLICATIONS

The provision of the Merger Voting Undertaking will facilitate the approval of the Merger Agreement and the transactions contemplated thereunder by the shareholders of CBPO, which will in turn facilitate the Cash Out whereby each CBPO Share held by the Company will be cancelled and converted into a right to receive the Per Share Merger Consideration in the Privatization, which will also effectively result in the Company disposing of its entire shareholding in CBPO. As such, both the Disposals and the provision of the Merger Voting Undertaking (as applicable, depending on the eventual means of disposing of the Company’s entire shareholding in CBPO) will effectively result in the Effective Disposal at the same per CBPO Share consideration of US$120.00. As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Effective Disposal exceed 75%, the Effective Disposal through either (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals), or (ii) the provision of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out) constitutes a very substantial disposal of the Company which is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

XI. POSTPONEMENT OF THE EGM AND PROXY ARRANGEMENT

As each of the Disposals and the provision of the Merger Voting Undertaking will result in the Effective Disposal and enable the Company to crystallize the same amount of investment gains, the Board has resolved to amend ordinary resolution no. 1 as set out in the Original Notice of EGM to the following:

‘‘THAT:

• (a) the Effective Disposal through either (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals) or (ii) the provision of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out),

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LETTER FROM THE BOARD

together with the Transaction Documents, the Merger Voting Undertaking and the transactions contemplated and facilitated thereunder (including the Disposals and the Cash Out), be and are hereby confirmed, approved and ratified; and

• (b) the executive director of the Company be and is hereby authorized on behalf of the Company to do all such acts and things (including, without limitation, signing, execution (under hand or under seal), perfection and delivery of all documents) as she may, in her absolute discretion, consider necessary, desirable or expedient for the purposes of, or in connection with, or to ensure smooth implementation of and to give effect to the Effective Disposal, the Disposals, the Cash Out, the Transaction Documents, the Merger Voting Undertaking and any other documents relating thereto or contemplated thereby (in each case amended if necessary) and to make or agree to such alterations, amendments and additions thereto as the executive director of the Company may, in her absolute discretion, consider necessary, desirable or expedient in the interests of the Company.’’

In order to (i) allow sufficient time for the Shareholders to consider, among others, the provision of the Merger Voting Undertaking and the aforementioned amended ordinary resolution no. 1; and (ii) comply with the notice requirements under the Listing Rules, the Board has resolved to (i) postpone the EGM from 10:00 a.m. (Hong Kong time) on Friday, December 4, 2020 to 10:00 a.m. (Hong Kong time) on Tuesday, December 8, 2020; and (ii) to extend the period during which the register of members of the Company will be closed to ascertain Shareholders’ eligibility to attend and vote at the EGM (the details of which are set out in the section headed ‘‘LETTER FROM THE BOARD — XII. CLOSURE OF REGISTER OF MEMBERS’’ in this Supplemental Circular).

As a result of the aforementioned postponement of the EGM, the relevant exchange rate at which the proposed Special Dividend will be converted from US$ to HK$ will be changed from that on December 4, 2020 (being the original date of the EGM) to that on December 8, 2020 (being the date on which the postponed EGM will be held). The ordinary resolution no. 2 as set out in the Original Notice of EGM is amended accordingly. Save as aforementioned, there are no other changes to the particulars of the proposed Special Dividend. The Revised Notice of EGM enclosed in this Supplemental Circular, which is set out on pages REGM-1 to REGM-3, is to notify Shareholders of the postponed time and date of the EGM and the full text of the amended ordinary resolutions no. 1 and no. 2.

The Company has received an undertaking from Cross Mark Limited, a controlling shareholder of the Company, to vote in favor of the resolution to approve (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals); and (ii) the provision of the Merger Voting Undertaking at the EGM. As of the Latest Practicable Date, to the best knowledge of the Directors, Cross Mark Limited directly holds 575,061,863 Shares, representing an approximate 36.65% interest in the Company. The Company has also received a confirmation from two of its other Shareholders, Right Faith Holdings Limited and Amplewood Resources Limited, to abstain from voting on the resolutions to be proposed at the EGM. Right Faith Holdings Limited and Amplewood Resources Limited are companies wholly-owned by Mr.

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LETTER FROM THE BOARD

Marc Chan, ultimately a substantial Shareholder and the sole owner of Parfield International Ltd. which is one of the Initial Consortium Members. As of the Latest Practicable Date, to the best knowledge of the Directors, Right Faith Holdings Limited and Amplewood Resources Limited directly hold 393,385,962 Shares and 15,000,000 Shares, representing an approximate 25.07% and an approximate 0.96% interest in the Company, respectively.

Save as disclosed above and under the section headed ‘‘LETTER FROM THE BOARD — XV. EGM AND PROXY ARRANGEMENT’’ in the Circular, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as of the Latest Practicable Date, no Shareholder had a material interest in (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals) or (ii) the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out), and therefore no Shareholder is required to abstain from voting at the EGM for the relevant resolutions in respect of the Effective Disposal and the proposed Special Dividend.

The Original Form of Proxy was enclosed with the Circular despatched to the Shareholders on November 16, 2020 and has also been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.pwmedtech.com). As the Original Form of Proxy does not contain the amended ordinary resolutions no. 1 and no. 2 to be proposed at the EGM as set out in the Revised Notice of EGM, the Company has prepared the Revised Form of Proxy for use at the postponed EGM which is enclosed with this Supplemental Circular and despatched to the Shareholders together with this Supplemental Circular and also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.pwmedtech.com).

Whether or not you are able to attend the EGM, please complete and sign the accompanying Revised Form of Proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for the holding of the EGM or any adjournment thereof (i.e. not later than 10:00 a.m. (Hong Kong time) on Sunday, December 6, 2020). Completion and return of the Revised Form of Proxy will not preclude a Shareholder from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

Important: The Revised Form of Proxy will revoke and supersede the Original Form of Proxy enclosed with the Circular. Shareholders who have submitted the Original Form of Proxy to the branch share registrar of the Company in Hong Kong must note that the Original Form of Proxy will no longer be applicable to the EGM and voting on the proposed ordinary resolutions as set out in the Original Notice of EGM.

XII. CLOSURE OF REGISTER OF MEMBERS

As disclosed in the Circular, the register of members of the Company was scheduled to be closed from Tuesday, December 1, 2020 to Friday, December 4, 2020 (both days inclusive) in order to ascertain Shareholders’ eligibility to attend and vote at the EGM. Due to the postponement of the

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LETTER FROM THE BOARD

date of the EGM, the ending date of the period of the closure of the register of members of the Company has been postponed, and such period has been extended to Tuesday, December 8, 2020. Accordingly no share transfer will be effected from Tuesday, December 1, 2020 to Tuesday, December 8, 2020 (both days inclusive). In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, 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. (Hong Kong time), on Monday, November 30, 2020.

For the avoidance of doubt, the period during which the register of members of the Company will be closed to ascertain Shareholders’ entitlement to the proposed Special Dividend as disclosed in the Circular will remain unchanged.

XIII. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that (i) the terms of the Transaction Documents and the transactions contemplated thereunder (including the Disposals); and (ii) the terms of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution in respect of the Effective Disposal to be proposed at the EGM.

XIV. GENERAL INFORMATION

Your attention is drawn to Appendix I to this Supplemental Circular and the Revised Notice of EGM as set out on pages REGM-1 to REGM-3, which forms part of this Supplemental Circular.

As the closings of the Disposals are subject to the satisfaction and/or waiver (as applicable) of the conditions precedent in the Share Purchase Agreements and the Privatization is subject to the approval of the shareholders of CBPO, the Disposals and the Privatization may or may not proceed. Further, the performance by the Company of its obligations under the Merger Voting Undertaking is subject to the satisfaction of the conditions precedent thereunder. Shareholders and potential investors should therefore exercise caution when dealing in the securities of the Company.

Yours faithfully,

By order of the Board

PW Medtech Group Limited 普華和順集團公司 Yue’e Zhang

Chairman & Chief Executive Officer

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SUPPLEMENTAL GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This Supplemental Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Supplemental 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 Supplemental Circular misleading.

2. MATERIAL ADVERSE CHANGE

Save for the significant decrease in the revenue from the Infusion Set Business for the six months ended June 30, 2020, which is mainly due to the outbreak of COVID-19 starting in early 2020, as of the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since December 31, 2019, the date to which the latest published audited consolidated financial statements of the Group were made up. Please refer to the interim result announcement of the Company dated August 27, 2020 and the profit alert announcement of the Company dated July 6, 2020 for further details on such decrease in revenue.

3. MATERIAL CONTRACTS

In addition to the material contracts set out in the section headed ‘‘APPENDIX IV GENERAL INFORMATION — 5. MATERIAL CONTRACTS’’ of the Circular, the following additional material contracts have been entered into by the Group (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the Latest Practicable Date:

• (a) the Merger Voting Undertaking; and

• (b) the Amended and Restated Consortium Agreement.

4. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong from the date of this Supplemental Circular up to 14 days thereafter:

• (a) the documents available for inspection as particularized in the section headed ‘‘APPENDIX IV GENERAL INFORMATION — 11. DOCUMENTS AVAILABLE FOR INSPECTION’’ in the Circular;

• (b) the additional material contracts referred to in the section headed ‘‘3. MATERIAL CONTRACTS’’ in this appendix; and

• (c) this Supplemental Circular.

– I-1 –

REVISED NOTICE OF THE EGM

PW MEDTECH GROUP LIMITED 普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

References are made to (i) the circular of PW Medtech Group Limited (the ‘‘Company’’) dated November 16, 2020; (ii) the notice of the extraordinary general meeting of the Company (originally scheduled to be convened on Friday, December 4, 2020) (the ‘‘EGM’’) dated November 16, 2020; and (iii) the announcements of the Company dated November 19, 2020 and November 20, 2020 in relation to, among others, the Merger Voting Undertaking and the postponement of the EGM. Unless otherwise defined, capitalized terms used in this revised notice shall have the same meanings as those defined in the supplemental circular (the ‘‘Supplemental Circular’’) of the Company dated November 23, 2020.

REVISED NOTICE IS HEREBY GIVEN that the EGM will be postponed to be held at 10:00 a.m. on Tuesday, December 8, 2020 at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the PRC for the purpose of considering and, if thought fit, passing the following amended ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) the Effective Disposal through either (i) the Transaction Documents and the transactions contemplated thereunder (including the Disposals) or (ii) the provision of the Merger Voting Undertaking and the transactions facilitated thereunder (including the Cash Out), together with the Transaction Documents, the Merger Voting Undertaking and the transactions contemplated and facilitated thereunder (including the Disposals and the Cash Out), be and are hereby confirmed, approved and ratified; and

3. (b) the executive director of the Company be and is hereby authorized on behalf of the Company to do all such acts and things (including, without limitation, signing, execution (under hand or under seal), perfection and delivery of all documents) as she may, in her absolute discretion, consider necessary, desirable or expedient for the purposes of, or in connection with, or to ensure smooth implementation of and to give effect to the Effective Disposal, the Disposals, the Cash Out, the Transaction Documents, the Merger Voting Undertaking and any other documents relating thereto or contemplated thereby (in each case amended if necessary) and to make or agree to such alterations, amendments and additions thereto as the executive director of the Company may, in her absolute discretion, consider necessary, desirable or expedient in the interests of the Company.’’

– REGM-1 –

REVISED NOTICE OF THE EGM

1. To declare the proposed Special Dividend of approximately US$0.2034 per Share (equivalent to approximately HK$1.5764 per Share for illustration purpose) (subject to the closing of the Disposals), and the Board be and is hereby authorised to effect the payment of the proposed Special Dividend in HK$ at the relevant exchange rate on December 8, 2020 and to do all acts and things and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the payment of the proposed Special Dividend on or around January 20, 2021.

Yours faithfully, By order of the Board PW Medtech Group Limited 普華和順集團公司 Yue’e Zhang Chairman & Chief Executive Officer

Hong Kong, November 23, 2020

Notes:

1. The Supplemental Circular setting out the details of the above amended ordinary resolutions has been despatched to the Shareholders on November 23, 2020.

2. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more (if the relevant member holds more than one share) proxies to attend and vote on its/his/her behalf. A proxy need not be a member of the Company but must be present in person to represent the member.

3. The Revised Form of Proxy in connection with the above amended ordinary resolutions is enclosed with the Supplemental Circular.

Important: The Revised Form of Proxy will revoke and supersede the Original Form of Proxy enclosed with the Circular. Shareholders who have submitted the Original Form of Proxy to the branch share registrar of the Company in Hong Kong must note that the Original Form of Proxy will no longer be applicable to the EGM and voting on the proposed ordinary resolutions as set out in the Original Notice of EGM.

To be valid, the Revised Form of Proxy together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

1. The register of members of the Company will be closed during the following periods and during these periods, no transfer of the shares of the Company will be registered:

2. (i) To attend and vote at the EGM

To ascertain Shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, December 1, 2020 to Tuesday, December 8, 2020 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited (at its address shown in Note 3 above) for registration no later than 4:30 p.m. (Hong Kong time), on Monday, November 30, 2020.

– REGM-2 –

REVISED NOTICE OF THE EGM

• (ii) To qualify for the proposed Special Dividend

To ascertain Shareholders’ entitlement to the proposed Special Dividend, the register of members of the Company will be closed from Tuesday, December 22, 2020 to Thursday, December 24, 2020 (both days inclusive), during which period no share transfer will be effected. In order to qualify for the proposed Special Dividend, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited (at its address shown in Note 3 above) for registration no later than 4:30 p.m. (Hong Kong time), on Monday, December 21, 2020.

As of the date of this notice, the Board comprises one executive Director, namely, Ms. Yue’e Zhang; two non-executive Directors, namely, Mr. Jiang Liwei and Mr. Lin Junshan; and three independent non-executive Directors, namely, Mr. Wang Xiaogang, Mr. Zhang Xingdong and Mr. Chen Geng.

For the purpose of this notice, unless otherwise stated, the conversion of US$ into HK$ is calculated by using an exchange rate of US$1.00 equal to HK$7.7504. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

– REGM-3 –