Sihuan Pharmaceutical Holdings Group Ltd. — Proxy Solicitation & Information Statement 2017

Apr 26, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sihuan Pharmaceutical Holdings Group Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other registered institution in securities 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 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 circular.

==> picture [76 x 100] intentionally omitted <==

SIHUAN PHARMACEUTICAL HOLDINGS GROUP LTD. 四環醫藥控股集團有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 0460)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,

DECLARATION AND PAYMENT OF A FINAL CASH DIVIDEND AND A SPECIAL CASH DIVIDEND, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sihuan Pharmaceutical Holdings Group Ltd. (the ‘‘Company’’) to be held at Conference Room Vision 4+5, 4[th] Floor, Hilton Shenzhen Futian, Tower B, Great China International Finance Centre, 1003 Shennan Road, Futian, Shenzhen, the People’s Republic of China on Friday, 16 June 2017 at 10:00 a.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sihuanpharm.com). Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, 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 appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

27 April 2017

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION . . . .	8
APPENDIX II — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

— i —

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at Conference Room Vision 4+5, 4[th] Floor, Hilton Shenzhen Futian, Tower B, Great China International Finance Centre, 1003 Shennan Road, Futian, Shenzhen, the PRC on Friday, 16 June 2017 at 10:00 a.m., or any adjournment thereof and the notice of which is set out on pages 16 to 20 of this circular

• “Board”

the board of Directors

“Bye-Laws”

the bye-laws of the Company, as amended, supplemented or modified from time to time

• “Company”

Sihuan Pharmaceutical Holdings Group Ltd., a company incorporated in Bermuda with limited liability, with its Shares listed on the main board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Group”

the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate”

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with Shares not exceeding 20 per cent of the number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate

• “Latest Practicable Date”

• 20 April 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

“PRC”

• the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

— 1 —

DEFINITIONS

“Repurchase Mandate”	a general mandate proposed to be granted to the Directors at
	the Annual General Meeting to repurchase Shares not
	exceeding 10 per cent of the number of issued Shares as at the
	date of passing of the relevant resolution granting the
	Repurchase Mandate
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong, as amended from time to time
“Share(s)”	ordinary share(s) of nominal value of HK$0.01 each in the
	share capital of the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission of Hong Kong, as amended from
	time to time
“%”	per cent

— 2 —

LETTER FROM THE BOARD

==> picture [76 x 100] intentionally omitted <==

SIHUAN PHARMACEUTICAL HOLDINGS GROUP LTD. 四環醫藥控股集團有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 0460)

Executive Directors: Che Fengsheng Guo Weicheng Meng Xianhui

Non-executive Directors: Zhang Jionglong Homer Sun

Independent Non-executive Directors: Patrick Sun Tsang Wah Kwong Zhu Xun

Registered office: Clarendon House 2 Church Street P.O. Box HM1022 Hamilton HM DX Bermuda

Principal place of business in Hong Kong:

Room 4905 Office Tower Convention Plaza 1 Harbour Road, Wanchai Hong Kong

27 April 2017

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, DECLARATION AND PAYMENT OF A FINAL CASH DIVIDEND AND A SPECIAL CASH DIVIDEND, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (ii) the declaration and payment of a final cash dividend and a special cash dividend; and (iii) the re-election of the retiring Directors.

— 3 —

LETTER FROM THE BOARD

ISSUE MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 28 June 2016, the Directors were granted a general mandate to issue Shares up to 20 per cent of the total number of issued Shares as at 28 June 2016. In accordance with the conditions of the general mandate granted, such mandate expires at either (i) the conclusion of the 2017 annual general meeting of the Company; (ii) the expiration of the period within which the 2017 annual general meeting of the Company is required to be held by the Bye-Laws or any applicable laws of Bermuda; or (iii) the revocation or variation by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

In order to ensure flexibility and provide discretion to the Directors, in the event that it becomes desirable for the Company to issue any Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the Annual General Meeting, ordinary resolution no. 6(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares in the share capital of the Company up to 20 per cent of the number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the number of issued Shares was 9,480,082,206 Shares. On 19 April 2017, the Company repurchased 9,000,000 Shares on the Stock Exchange which have not been cancelled as at the Latest Practicable Date. For further information on the share repurchase, please refer to the paragraph headed “Share repurchase made by the Company” contained in the Explanatory Statement set out in Appendix II to this circular. Subject to the passing of ordinary resolution no. 6(A), assuming that the aforementioned repurchased Shares are cancelled, and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 1,894,216,441 Shares.

In addition, subject to passing of ordinary resolution no. 6(C), the number of Shares repurchased by the Company under ordinary resolution no. 6(B) will also be added to extend the 20 per cent limit of the Issue Mandate as mentioned in ordinary resolution no. 6(A) provided that such additional amount shall not exceed 10 per cent of the number of issued Shares as at the date of passing of the Issue Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

In accordance with the Listing Rules, the Company may not make a new issue of Shares or announce a proposed new issue of Shares for a period of 30 days after any repurchase of Shares by it, whether on the Stock Exchange or otherwise, other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the Company to issue securities which were outstanding prior to that repurchase of its own securities, without the prior approval of the Stock Exchange.

REPURCHASE MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 28 June 2016, the Directors were granted a general mandate to repurchase Shares up to 10 per cent of total number of issued Shares as at 28 June 2016. In accordance with the conditions of the general mandate granted, such mandate expires

— 4 —

LETTER FROM THE BOARD

at either (i) the conclusion of the 2017 annual general meeting of the Company; (ii) the expiration of the period within which the 2017 annual general meeting of the Company is required to be held by the Bye-Laws or any applicable laws of Bermuda; or (iii) the revocation or variation by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

Ordinary resolution no. 6(B) will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

EXPLANATORY STATEMENT

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

DECLARATION AND PAYMENT OF A FINAL CASH DIVIDEND AND A SPECIAL CASH DIVIDEND

The Board recommended the declaration and payment of a final cash dividend of RMB3.8 cents per Share and a special cash dividend of RMB5.5 cents per Share for the year ended 31 December 2016 in return for Shareholders’ support, subject to approval by the Shareholders at the forthcoming Annual General Meeting. Together with an interim cash dividend of RMB1.4 cents per Share, the total cash dividend for the year ended 31 December 2016 will be RMB10.7 cents per Share. Ordinary resolution nos. 2 and 3 will be proposed at the Annual General Meeting to approve the payment of the final cash dividend and the special cash dividend.

The final cash dividend and the special cash dividend, if approved by the Shareholders at the Annual General Meeting, will be payable on Wednesday, 5 July 2017 to Shareholders whose names appear on the register of members of the Company on Wednesday, 28 June 2017.

For details on closure of the register of members of the Company for entitlement to the final cash dividend and the special cash dividend, please refer to the paragraph headed “Closure of Register of Members” below.

REASONS FOR RECOMMENDATION OF A SPECIAL CASH DIVIDEND

The Board has carefully assessed the Company’s near term financial and cash flow requirements, taking into consideration the Company’s current cash balance, the Company’s cash flow and profits generated from its operations, and its level of undistributed profits as well as the Company’s near term cash needs for capital expenditures, working capital commitments, and strategic activities. Considering that the Company’s cash balance and cash flow from operations remain strong and that sufficient allocation of required cash resources for its capital commitments and strategic investment

— 5 —

LETTER FROM THE BOARD

plans have been made, and taking into account the minimal interest generated from banking deposits, the Directors consider that it is in the best interest of the Shareholders to distribute a portion of the Company’s undistributed profits in the form of cash as a one-off special cash dividend to its Shareholders.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to bye-law 84(1) of the Bye-Laws, Dr. Che Fengsheng, Dr. Guo Weicheng and Dr. Zhang Jionglong shall retire by rotation, and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Details of the above named Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

Under ordinary resolution no. 4, the re-election of Directors will be voted by Shareholders individually.

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members will be closed from Monday, 12 June 2017 to Friday, 16 June 2017, both days inclusive, in order to determine the entitlement of Shareholders to attend and vote at the Annual General Meeting, during which period no share transfers can be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 9 June 2017.

The transfer books and register of members will be closed from Monday, 26 June 2017 to Wednesday, 28 June 2017, both days inclusive, in order to determine the entitlement of Shareholders to receive the proposed final cash dividend and special cash dividend, during which period no share transfers can be registered. In order to qualify for the proposed final cash dividend and the special cash dividend, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 23 June 2017.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 16 to 20 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (i) the grant to the Directors of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (ii) the declaration and payment of a final cash dividend and a special cash dividend; and (iii) the re-election of the retiring Directors.

— 6 —

LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sihuanpharm.com). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting in person should they so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Bye-law 66 of the Bye-Laws, at any general meeting, a resolution put to the vote of the meeting is to be decided by way of a poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/she/it is the holder but no amount paid up or credited as paid up on a Share in advance of calls or instalments is treated for the foregoing purposes as paid up on the Share. A person/corporation entitled to more than one vote on a poll need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

An announcement on the results of the voting by poll will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed resolutions for (i) the granting to the Directors of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (ii) the declaration and payment of a final cash dividend and a special cash dividend; and (iii) the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.

Your attention is drawn to additional information as set out in the Appendices.

Yours faithfully By order of the Board Sihuan Pharmaceutical Holdings Group Ltd.

Che Fengsheng

Chairman and Executive Director

— 7 —

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other members of the Group, nor has any directorships in other listed public companies in the last three years. None of the following Directors who are subject to re-election has an unexpired contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than under normal statutory obligations.

In addition, save as disclosed herein, no Director has any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed in this circular, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Dr. Che Fengsheng aged 55, is the executive director and Chairman the Company and was appointed to the Board on 18 May 2006. He is a co-founder of the Group and is responsible for the overall management, strategic planning and business development of the Group and is instrumental to the Group’s growth and business expansion since its establishment in 2001. Prior to the Group’s establishment, Dr. Che had more than 8 years of experience as a medical doctor/neurologist and 20 years of experience in the sales and marketing of pharmaceutical products and the management of pharmaceutical companies. From 1997 to 2001, Dr. Che was general manager of Hainan Kang Tong Pharmaceutical Co., Ltd where he was in charge of the company’s overall management. From 1995 to 1997, Dr. Che was the assistant general manager and vice manager (marketing) of Shenzhen City New Special Pharmaceutical Products Co., Ltd. where he was responsible for the marketing and overall management of the company’s business. Between 1993 and 1995, Dr. Che was the product promotions manager of Shenzhen City Healthcare Pharmaceutical Company and East China Regional manager, in charge of sales and marketing. From 1991 to 1993, Dr. Che held the position of chief neurologist and lecturer in First Military Medical University, Zhu Jiang Hospital, Guangzhou City, PRC. Dr. Che was a neurologist and an assistant lecturer at the Fourth Military Medical University in Xi’an City, PRC from 1990 to 1991 and at the Fourth Military Medical University, Xi Jing Hospital in Xi’an City, PRC from 1984 to 1987 respectively. Dr. Che is the vice-chairman of several committees and associations including, China Political Science Training Centre, China Medical Economics Magazine Board and the Hainan Entrepreneurs Association. Dr. Che is also a deputy supervisor of the Hainan Food and Drug Working Committee in the Hainan Entrepreneurs Association as well as a specially appointed research member of the China Enterprise Reform and Development Research Institute. In 2006, he was named as one of the Top 10 New and Enterprising Businessmen in Hainan Province by the Hainan Province Commerce Association, the Hainan Industry & Economics Association and the Evaluation Committee of Top 10 Leading Businessmen and Top 10 New and Enterprising Businessmen in Industry and Commerce in Hainan. He was vice chairman of the Medical Pharmaceutical Chamber of the All-China Federation of Industry and Commerce from 2010 to 2011. He won the Ernst & Young Entrepreneur Award for Life Science Industry of China in 2012. He was awarded the National Labour Day Medal in 2014. He was appointed director for the Fourth Session of the Board of the Society of Biotechnology in Beijing in 2014. He was recognized as the National Labour Model in 2015. Dr. Che received his Bachelor of Medicine (Aviation) and Master of Medicine (Neurology) from the Fourth Military Medical University, Xi’an City, PRC, in 1984 and 1990 respectively. He also received an Executive Master of Business Administration from China Europe International Business School in 1999.

— 8 —

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Che renewed the service contract with the Company on 27 October 2016 for a term of three years commencing from 28 October 2016, subject to termination before expiry by either party giving not less than three months’ notice in writing to the other. Pursuant to the service contract, Dr. Che is entitled to a director’s remuneration of RMB7,000,000 per annum, which has been determined with reference to the duties and responsibilities of Dr. Che and the prevailing market condition and a discretionary bonus as may be decided by the Board and the remuneration committee of the Company (the “Remuneration Committee”) at their discretion, having regard to his performance.

As at the Latest Practicable Date, Dr. Che was deemed to be interested in 5,910,158,863 Shares within the meaning of Part XV of the SFO.

Dr. Guo Weicheng , aged 53, is our executive Director, deputy chairman and chief executive officer of the Company. He was appointed to our Board on 18 May 2006 and is a co-founder of our Group. Dr. Guo is responsible for the overall operations of our Group and our research and development activities, with a focus on strategic planning, particularly in relation to mergers and acquisitions and product collaborations. He has also become responsible for Shenzhen Sihuan Pharmaceutical Co., Ltd.’s overall operations after it was acquired in 2007. Dr. Guo is instrumental to our Group’s growth and business expansion since our establishment in 2001. Prior to our establishment, Dr. Guo had more than 4 years of experience as a general surgeon and more than 20 years of experience in the sales and marketing of pharmaceutical products. From 1992 to 1993, Dr. Guo held the position of chief surgeon in Guangzhou Military 177 Hospital. Dr. Guo was a surgeon and assistant lecturer at the Fourth Military Medical University, Tang Du Hospital, Xi’an City, PRC from 1986 to 1989. Dr. Guo received his Bachelor of Medicine and Master of Medicine (General Surgery) from the Fourth Military Medical University, PRC in 1986 and 1992, respectively.

Dr. Guo renewed his service contract with the Company on 27 October 2016 for a term of three years commencing from 28 October 2016, subject to termination before expiry by either party giving not less than three months’ notice in writing to the other. Pursuant to the service contract, Dr. Guo is entitled to a director’s remuneration of RMB4,200,000 per annum, which has been determined with reference to the duties and responsibilities of Dr. Guo and the prevailing market condition and a discretionary bonus as may be decided by the Board and the Remuneration Committee at their discretion, having regard to his performance.

As at the Latest Practicable Date, Dr. Guo was deemed to be interested in 5,910,158,863 Shares within the meaning of Part XV of the SFO.

— 9 —

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Zhang Jionglong , aged 55, is a non-executive Director and was appointed to the Board on 18 May 2006. He joined the Group in 2005 and has more than 9 years of experience as a medical doctor. From 1983 to 1992, Dr. Zhang worked as a medical doctor in Shenzhen City People’s Hospital, one of the largest hospitals in Shenzhen City, PRC. Dr. Zhang obtained a Graduate Certificate in Medical Treatment from Shantou Medical College, PRC (汕頭醫學專科學院) (now known as Shantou University Medical College (汕頭大學醫學院)) in 1983. In 1992, Dr. Zhang was conferred the professional title of Chief Physician by the Shenzhen City Title Conferment Reform Leadership Group (深圳市職稱改革領導小組).

Dr. Zhang has entered into a letter of appointment with the Company on 27 October 2016. The letter of appointment is for a term of one year commencing from 28 October 2016 unless terminated by either party giving at least three months’ notice in writing. Dr. Zhang does not receive any remuneration from the Company.

As at the Latest Practicable Date, Dr. Zhang was deemed to be interested in 5,910,158,863 Shares within the meaning of Part XV of the SFO.

— 10 —

EXPLANATORY STATEMENT

APPENDIX II

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

NUMBER OF ISSUED SHARES

As at the Latest Practicable Date, the number of issued Shares was 9,480,082,206 Shares of nominal value of HK$0.01 each. On 19 April 2017, the Company repurchased 9,000,000 Shares on the Stock Exchange which have not been cancelled as at the Latest Practicable Date. For further information on the share repurchase, please refer to the paragraph headed “Share repurchase made by the Company” contained in the Explanatory Statement set out in Appendix II to this circular. Subject to the passing of the resolution granting the Repurchase Mandate, assuming that the aforementioned repurchased Shares are cancelled, and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 947,108,220 Shares which represent 10 per cent of the number of issued Shares (assuming that the aforementioned repurchased Shares are cancelled) during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Bye-Laws or any applicable laws of Bermuda; or (iii) the revocation or variation by an ordinary resolution of the Shareholders in a general meeting.

REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

Repurchases of Shares will be financed out of funds legally available for the purpose in accordance with the Bye-Laws, the Listing Rules and the applicable laws of Bermuda. Under Bermuda law, any repurchases by the Company may be made out of capital paid up on the repurchased Shares or out of funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided for out of funds of the Company which would otherwise be available for dividend or distribution or the Company’s share premium account before the Shares are repurchased.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have a material adverse impact on the working capital and on the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2016, being the date to which the latest published

— 11 —

EXPLANATORY STATEMENT

APPENDIX II

audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL MATTERS

None of the Directors and to the best of their knowledge, having made all reasonable enquiries, none of their close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Bye-Laws and the applicable laws of Bermuda.

No core connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE IMPLICATIONS

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Saved as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Plenty Gold Enterprises Limited was interested in 4,768,733,863 Shares, representing an approximate total of 50.3% of the number of the existing issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, Plenty Gold Enterprises Limited’s interests in the Company will be increased to approximately 55.9% of the number of issued Shares. To the best knowledge and belief of the Directors, such increase in the interests in the Company would give rise to an obligation to make a mandatory offer under the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Dr. Che Fengsheng (together with his parties acting in concert (as defined under the Takeovers Code)) was interested and deemed to be interested (as applicable) in 5,910,158,863 Shares, representing an approximate total of 62.3% of the number of existing issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, Dr. Che’s (together with his parties acting in concert) interests in the Company will be increased to approximately 69.3% of the number of issued Shares. To the best knowledge and belief of the Directors, such increase in the interests in the Company would not give rise to any obligation to make a mandatory offer under the Takeovers Code.

— 12 —

EXPLANATORY STATEMENT

APPENDIX II

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25 per cent (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

The Company repurchased a total of 545,169,000 Shares on the Stock Exchange at an aggregate consideration of HK$1,113.9 million (equivalent to RMB978.0 million) from October 2016 to the Latest Practicable Date. All the repurchased shares were subsequently cancelled, except for 9,000,000 Shares, as at the Latest Practicable Date. Particulars of the repurchases are as follows:

		**Repurchasing price **	**Repurchasing price **	**for each **	share
				Aggregate
	Number of			**consideration **		paid
	ordinary				Equivalent
	shares	Highest	Lowest	HK$	to RMB
Date of repurchase	repurchased	HK$	HK$	Million	Million
17 October 2016	21,612,000	1.78	1.68	37.4		32.2
18 October 2016	31,475,000	1.81	1.77	56.6		48.7
19 October 2016	15,484,000	1.82	1.79	28.1		24.2
20 October 2016	16,627,000	1.84	1.82	30.5		26.2
25 October 2016	29,046,000	1.91	1.84	55.0		47.3
26 October 2016	16,387,000	1.92	1.89	31.4		27.0
27 October 2016	9,296,000	1.92	1.90	17.8		15.4
28 October 2016	7,313,000	1.90	1.86	14.0		11.9
31 October 2016	8,000,000	1.88	1.87	15.0		12.9
1 November 2016	8,210,000	1.91	1.87	15.6		13.6
2 November 2016	12,205,000	1.92	1.88	23.3		20.3
7 November 2016	15,000,000	1.90	1.87	28.3		24.7
8 November 2016	14,935,000	1.91	1.88	28.4		24.8
9 November 2016	4,579,000	1.89	1.86	8.6		7.5
11 November 2016	11,290,000	1.93	1.91	21.7		19.0
15 November 2016	10,000,000	1.92	1.89	19.1		16.7
16 November 2016	10,000,000	1.93	1.90	19.2		16.8
17 November 2016	15,000,000	1.92	1.89	28.7		25.0
21 November 2016	10,000,000	1.91	1.89	19.0		16.6
22 November 2016	13,387,000	1.94	1.90	25.7		22.4
23 November 2016	17,666,000	1.96	1.93	34.4		30.0
28 November 2016	15,061,000	1.99	1.94	29.7		25.9

— 13 —

EXPLANATORY STATEMENT

APPENDIX II

Date of repurchase Number of ordinary shares repurchased 29 November 2016 20,590,000 30 November 2016 1,663,000 1 December 2016 1,058,000 2 December 2016 10,935,000 5 December 2016 22,012,000 9 December 2016 9,873,000 12 December 2016 20,000,000 21 December 2016 7,490,000 22 December 2016 8,563,000 23 December 2016 5,000,000 30 December 2016 9,810,000 5 January 2017 17,000,000 6 January 2017 5,000,000 9 January 2017 154,000 13 January 2017 13,002,000 16 January 2017 4,830,000 19 January 2017 8,888,000 6 February 2017 2,907,000 13 February 2017 6,458,000 16 February 2017 7,277,000 17 February 2017 13,000,000 20 February 2017 9,504,000 21 February 2017 5,506,000 22 February 2017 10,000,000 23 February 2017 3,076,000 19 April 2017 9,000,000 Total: 545,169,000	Repurchasing price for each share Aggregate consideration paid Highest HK$ Lowest HK$ HK$ Million Equivalent to RMB Million 2.04 2.01 41.7 36.4 2.06 2.05 3.4 3.0 2.06 2.06 2.2 1.9 2.09 2.06 22.7 20.2 2.10 2.07 46.0 40.9 2.18 2.16 21.5 19.1 2.15 2.09 42.7 37.9 2.07 2.04 15.4 13.7 2.10 2.08 17.9 15.9 2.10 2.09 10.5 9.3 2.16 2.08 20.9 18.6 2.23 2.21 37.8 33.8 2.20 2.18 11.0 9.8 2.19 2.19 0.3 0.3 2.19 2.15 28.4 25.4 2.18 2.15 10.5 9.4 2.24 2.21 19.8 17.8 2.30 2.24 6.6 5.9 2.50 2.47 16.1 14.4 2.57 2.46 18.3 16.4 2.53 2.43 32.2 28.8 2.49 2.42 23.4 21.0 2.54 2.49 13.9 12.5 2.57 2.49 25.5 22.8 2.59 2.55 7.9 7.1 3.34 3.25 29.8 26.6 1,113.9 978.0	Repurchasing price for each share Aggregate consideration paid Highest HK$ Lowest HK$ HK$ Million Equivalent to RMB Million 2.04 2.01 41.7 36.4 2.06 2.05 3.4 3.0 2.06 2.06 2.2 1.9 2.09 2.06 22.7 20.2 2.10 2.07 46.0 40.9 2.18 2.16 21.5 19.1 2.15 2.09 42.7 37.9 2.07 2.04 15.4 13.7 2.10 2.08 17.9 15.9 2.10 2.09 10.5 9.3 2.16 2.08 20.9 18.6 2.23 2.21 37.8 33.8 2.20 2.18 11.0 9.8 2.19 2.19 0.3 0.3 2.19 2.15 28.4 25.4 2.18 2.15 10.5 9.4 2.24 2.21 19.8 17.8 2.30 2.24 6.6 5.9 2.50 2.47 16.1 14.4 2.57 2.46 18.3 16.4 2.53 2.43 32.2 28.8 2.49 2.42 23.4 21.0 2.54 2.49 13.9 12.5 2.57 2.49 25.5 22.8 2.59 2.55 7.9 7.1 3.34 3.25 29.8 26.6 1,113.9 978.0
		978.0

Save as disclosed above, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities during the six months prior to the Latest Practicable Date.

— 14 —

EXPLANATORY STATEMENT

APPENDIX II

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 calendar months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
Month	prices	prices
	HK$	HK$
2016
April	2.24	1.76
May	1.88	1.54
June	1.72	1.46
July	1.94	1.47
August	1.91	1.67
September	1.88	1.69
October	1.96	1.64
November	2.12	1.83
December	2.24	2.00
2017
January	2.37	2.11
February	2.76	2.23
March	3.00	2.61
April (up to and including the Latest Practicable Date)	3.43	2.98

— 15 —

NOTICE OF ANNUAL GENERAL MEETING

==> picture [76 x 100] intentionally omitted <==

SIHUAN PHARMACEUTICAL HOLDINGS GROUP LTD. 四環醫藥控股集團有限公司

(incorporated in Bermuda with limited liability)

(Stock code: 0460)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Sihuan Pharmaceutical Holdings Group Ltd. (the “Company”) will be held at Conference Room Vision 4+5, 4[th] Floor, Hilton Shenzhen Futian, Tower B, Great China International Finance Centre, 1003 Shennan Road, Futian, Shenzhen, the People’s Republic of China on Friday, 16 June 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “Directors”) and auditors of the Company (the “Auditors”) for the year ended 31 December 2016.

2. To approve the declaration and payment of a final cash dividend for the year ended 31 December 2016.

3. To approve the declaration and payment of a special cash dividend.

4. a. To re-elect the following retiring Directors:

   • (i) Che Fengsheng as an executive Director

   • (ii) Guo Weicheng as an executive Director

   • (iii) Zhang Jionglong as a non-executive Director

5. b. To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.

6. To re-appoint Ernst & Young as Auditors and authorise the Board to fix their remuneration.

— 16 —

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL BUSINESS

1. To consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:

2. (A) “ That:

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined) or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent of the number of issued shares of the Company as at the date of passing this resolution and the approval shall be limited accordingly;

   • (iv) for the purpose of this resolution:

     • (a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

       • (1) the conclusion of the next annual general meeting of the Company;

— 17 —

NOTICE OF ANNUAL GENERAL MEETING

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or

• (3) the revocation or variation by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares in the capital of the Company whose names appear on the register of shareholders on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ That:

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

• (ii) the total number of the shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the number of issued shares of the Company at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

— 18 —

NOTICE OF ANNUAL GENERAL MEETING

• (iv) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• a. the conclusion of the next annual general meeting of the Company;

• b. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or

• c. the revocation or variation by an ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ That conditional upon the resolutions numbered 6(A) and 6(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the ordinary resolution numbered 6(A) set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 6(B) set out in the notice convening this meeting, provided that such number shall not exceed 10 per cent of the number of issued shares of the Company at the date of passing of the resolutions.”

By order of the Board of Directors Sihuan Pharmaceutical Holdings Group Ltd. Che Fengsheng Chairman and Executive Director

Hong Kong, 27 April 2017

Registered office: Clarendon House 2 Church Street P.O. Box HM1022 Hamilton HM DX Bermuda

Principal place of business in Hong Kong: Room 4905 Office Tower Convention Plaza 1 Harbour Road, Wanchai Hong Kong

— 19 —

NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) Ordinary resolution numbered 6(C) will be proposed to the shareholders of the Company for approval provided that ordinary resolutions numbered 6(A) and 6(B) are passed by the shareholders of the Company.

• (ii) A shareholder entitled to attend and vote at the above meeting 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 of the Company.

• (iii) In the case of joint holders, 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 persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• (iv) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (v) The transfer books and register of members will be closed from Monday, 12 June 2017 to Friday, 16 June 2017, both days inclusive in order to determine the entitlement of shareholders to attend and vote at the above meeting, during which period no share transfers can be registered. In order to qualify for attending and voting at the annual general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 9 June 2017.

• (vi) The transfer books and register of members will be closed from Monday, 26 June 2017 to Wednesday, 28 June 2017, both days inclusive in order to determine the entitlement of shareholders to receive the proposed final cash dividend and special cash dividend, during which period no share transfers can be registered. In order to qualify for the final cash dividend and the special cash dividend, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 23 June 2017. (if applicable)

• (vii) In respect of ordinary resolution numbered 4 above, Dr. Che Fengsheng, Dr. Guo Weicheng and Dr. Zhang Jionglong shall retire by rotation at the above meeting pursuant to bye-law 84(1) of the Company’s bye-laws and being eligible, have offered themselves for re-election as directors of the Company. Details of the above retiring directors are set out in Appendix I to the accompanying circular dated 27 April 2017.

• (viii) In respect of ordinary resolution numbered 6(A) above, the directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

• (ix) In respect of ordinary resolution numbered 6(B) above, the directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders. The Explanatory Statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanying circular dated 27 April 2017.

— 20 —