SSY Group Limited — AGM Information 2007

Apr 30, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

If you have sold or transferred all your shares in Lijun International Pharmaceutical (Holding) Co., Ltd. (“Company”), you should at once hand this circular with the accompanying 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.

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(Incorporated in the Cayman Islands with limited liability) (stock code: 2005)

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting (“AGM”) of the Company to be held at Salon IV, M/F, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 23 May 2007 at 11:00 a.m. is set out on pages 16 to 20 of this circular. A form of proxy for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1806 — 1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

30 April 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4-5
General mandates to issue and repurchase securities . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Details of Directors Proposed to be Re-elected
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8-10
Appendix II — Explanatory Statement for General Mandate
to Repurchase Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13-15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16-20

— i —

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Salon
	IV, M/F, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai,
	Hong Kong on 23 May 2007 at 11:00 a.m.
“AGM Notice”	the notice convening the AGM as set out on pages 16 to 20 of this
	circular
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“Company”	Lijun International Pharmaceutical (Holding) Co., Ltd. (利君國
	際醫藥（控股）有限公司), a company incorporated in the Cayman
	Islands with limited liability, the Shares of which are listed on the
	Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	25 April 2007, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information in this circular
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China
“Rejoy Group”	Rejoy Group Limited Liability Company (利君集團有限責任公
	司), a company established in the PRC with limited liability and a
	substantial shareholder of Xi’an Lijun
“Rejoy Technology”	Xi’an Rejoy Technology Investment Co. Ltd .(西安利君科技投
	資有限公司), a company established in the PRC with limited
	liability and the entire registered capital of which is wholly owned
	by the beneficial shareholders of Prime United Industries Limited,
	one of the controlling shareholders of the Company

— 1 —

DEFINITIONS

“SFDA”	State Food and Drug Administration (國家食品藥品監督管理局)
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Share Option Scheme”	the share option scheme adopted by the Company on 16 October
	2005
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Code on Takeovers and Mergers of Hong Kong
“Xi’an Lijun”	Xi’an Lijun Pharmaceutical Co., Ltd (西安利君製藥有限責任
	公司)(formerly known as Xi’an Lijun Pharmaceutical Stock Co.,
	Ltd. (西安利君製藥股份有限公司)), a company established in
	the PRC with limited liability and wholly owned by the Company
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

For the purpose of this circular, certain English translations of Chinese names or words are included for information purpose only and should not be relied upon as the official translation of such Chinese names or words.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(stock code: 2005)

Executive Directors: Wu Qin (Chairman) Wu Zhihong Huang Chao Xie Yunfeng Sun Xinglai Wang Xian Jun

Non-executive Directors: Liu Zhiyong

Independent Non-executive Directors: Qu Jiguang Leung Chong Shun Chow Kwok Wai

Registered Office: Cricket Square Hutchins Drive, P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Office 2809, 28th Floor Office Tower, Convention Plaza 1 Harbour Road, Wanchai Hong Kong

30 April 2007

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) the re-election of Directors; and (ii) the grant of general mandates to the Directors for the issue and the repurchase of the Company’s securities up to

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LETTER FROM THE BOARD

20% and 10% respectively of the aggregate nominal amount of the Company’s issued share capital as at the date of passing of such resolutions, and the extension of the general mandate to the Directors to issue Shares to include the aggregate nominal amount of such securities repurchased under the repurchase mandate.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of ten Directors, namely Mr. Wu Qin, Mr. Wu Zhihong, Mr. Huang Chao, Mr. Xie Yunfeng, Ms. Sun Xinglai, Mr. Wang Xian Jun, Mr. Liu Zhiyong, Mr. Qu Jiguang, Mr. Leung Chong Shun and Mr. Chow Kwok Wai.

Mr. Wang Xian Jun was appointed as an executive Director to the Board on 22 September 2006. Pursuant to Article 86(3) of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election. Accordingly, Mr. Wang Xian Jun, will hold office only until the AGM and, being eligible, offer himself for re-election. Pursuant to Article 87 of the Articles of Association, Mr. Xie Yunfeng, Ms. Sun Xinglai and Mr. Liu Zhiyong will retire from office by rotation in the forthcoming AGM. Mr. Xie Yunfeng, Ms. Sun Xinglai, Mr. Wang Xian Jun and Mr. Liu Zhiyong, being eligible, offer themselves for re-election at the AGM.

Article 88 of the Articles of Association provides that no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a written notice signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a written notice signed by the person to be proposed of his willingness to be elected shall have lodged at the head office or at the registration office of the Company provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven days and that (if the notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1806 — 1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before 15 May 2007.

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LETTER FROM THE BOARD

Biographical details of the retiring Directors are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of the additional candidate proposed.

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

On 18 April 2006, resolutions were passed by the Shareholders to approve, inter alia, the grant of (i) a general unconditional mandate authorising the Directors to allot, issue and deal with Shares with an aggregate nominal value not exceeding the sum of 20% of the aggregate nominal amount of the share capital of the Company in issue (excluding any Shares which may be issued upon the exercise of the options which may be granted under the Share Option Scheme) (“Existing Issue Mandate”); and (ii) a general unconditional mandate authorising the Directors to repurchase Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue (excluding any Shares which may be issued upon the exercise of the options which may be granted under the Share Option Scheme) (“Existing Repurchase Mandate”).

The Existing Issue Mandate and the Existing Repurchase Mandate will expire upon the conclusion of the AGM.

New general mandates to allot, issue and deal with the Shares up to a maximum of 20% (“Issue Mandate”) and to repurchase Shares up to a maximum of 10% (“Repurchase Mandate”) respectively of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolutions as set out in Resolutions 6A and 6B respectively of the AGM Notice will be proposed at the AGM. Subject to the passing of the proposed ordinary resolution approving the Issue Mandate and on the basis that no further Shares will be issued or allotted by the Company prior to the AGM, the exercise of the Issue Mandate in full would result in up to a maximum of 58,100,000 Shares, representing 20% of the total number of Shares in issue. In addition, resolution authorising the extension of the general mandate to the Directors to issue Shares to include the aggregate nominal amount of such securities (if any) repurchased under the Repurchase Mandate (up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution) as set out in Resolution 6C of the AGM Notice will be proposed at the AGM.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against Resolution 6B to be proposed at the AGM in relation to the proposed Repurchase Mandate is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

AGM

The AGM Notice is set out on pages 16 to 20 of this circular. At the AGM, in addition to the ordinary business of the AGM, resolutions will be proposed to Shareholders to consider and, if thought fit, approve, among other things, the proposed re-election of Directors and the proposed grant of the general and unconditional mandates to issue and repurchase the Shares.

A form of proxy for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM or any adjourned meeting thereof, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1806 — 1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

Pursuant to Article 66 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (iv) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or

• (v) by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at such meeting as required by the Listing Rules.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other material facts not contained in this circular, the omission of which would make any statement in this circular misleading.

RECOMMENDATION

The Directors consider that the proposed re-election of Directors, the proposed grant of general mandates to issue and repurchase securities and the extension of the general mandate to issue Shares to include the aggregate nominal amount of such securities repurchased under the Repurchase Mandate are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolutions set out in the AGM Notice.

Yours faithfully,

For and on behalf of the Board

Lijun International Pharmaceutical (Holding) Co., Ltd.

Wu Qin

Chairman

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

LIST OF DIRECTORS FOR RE-ELECTION

The biographical and other details of the Directors standing for re-election at the AGM are set out below.

Mr. Xie Yunfeng (謝雲峰), aged 52, an executive Director and is responsible for supplies and construction of workshops of the Group. Mr. Xie has been a director and the deputy general manager of Xi’an Lijun since November 1999. He was a director of Rejoy Group from August 1999 to May 2004. Mr. Xie joined the Group since its establishment in November 1999 and has over 26 years of experience in pharmaceutical production. Mr. Xie graduated from Party School of the CPC Central Committee majoring in law in 2001. Prime United Industries Limited, one of the controlling shareholders of the Company, is held as to 4% by Mr. Xie. He is also one of the directors of Prime United Industries Limited.

As at the Latest Practicable Date and save as disclosed above, Mr. Xie does not have any interest in the securities of the Company within the meaning of Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. He entered into a service agreement with the Company for a term of three years commencing from 16 October 2005 and his current basic annual salary is HK$360,000. His emoluments are determined by the Board with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibilities within the Group and his contribution to the Group. As at the Latest Practicable Date and save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company.

Ms. Sun Xinglai (孫幸來 ), aged 50, an executive Director and is responsible for public relations of the Group. Ms. Sun has been a director of Xi’an Lijun since May 2004. She was the deputy general manager of Xi’an Lijun from November 1999 to May 2004. Ms. Sun joined the Group since its establishment in November 1999. Ms. Sun was a director of Rejoy Group from May 2004 to September 2005 and the chief executive officer of Rejoy Technology from May 2004 to April 2005, and the chairlady of labour unions of Rejoy Group and Xi’an Lijun. Ms. Sun graduated from The Open University of Hong Kong with a degree of Master in Business Administration in 2002.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

As at the Latest Practicable Date, Ms. Sun does not have any interest in the securities of the Company within the meaning of Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. She entered into a service agreement with the Company for a term of three years commencing from 16 October 2005 and her current basic annual salary is HK$360,000. Her emoluments are determined by the Board with reference to the prevailing market practice, the Company’s remuneration policy, her duties and responsibilities within the Group and her contribution to the Group. As at the Latest Practicable Date and save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company.

Mr. Wang Xian Jun （王憲軍）, aged 43, is an executive Director and the chief executive officer of the Company, and also an executive director of Xi’an Lijun. He has over 20 years’ experience in the pharmaceutical industry and is responsible for investor relations and public relations affairs of the Group. Mr. Wang joined Shijazhuang Pharmaceutical Group in 1987 and became the deputy chief engineer in 1989 and a director in 1993. Mr. Wang was the executive director and vice-chairman of China Pharmaceutical Group Limited, a company whose shares are listed on the Main Board of the Stock Exchange, until December 2002. Mr. Wang was also an independent non-executive director of Greater China Holding Limited, a company whose shares are listed on the Main Board of the Stock Exchange from July 2002 to August 2005. Mr. Wang graduated from Beijing Chemical Engineering College with a degree of Master in Engineering in 1987. He joined the Group in July 2004 and was the deputy general manager of Xi’an Lijun from July 2004 to December 2004. He was appointed as general manager of the Company in December 2004. Mr. Wang was promoted to chief executive officer of the Company in October 2005 and an executive director of Xi’an Lijun in June 2006. Save as aforesaid, Mr. Wang does not hold any other positions with the Company and other members of the Group or held any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Wang does not have any interest in the securities of the Company within the meaning of Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. He entered into an appointment agreement with the Company for a term of three years commencing from 22 September 2006 and the annual Director’s emoluments is HK$650,000, together with discretionary bonus based on the Company’s performance. In addition, Mr. Wang is eligible to participate in the Share Option Scheme. His emoluments are determined by the Board with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibilities within the Group and his contribution to the Group.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

On 16 February 2000, the Stock Exchange issued a public criticism against certain individuals including Mr. Wang who was an executive director of China Pharmaceutical Enterprise and Investment Corporation Limited from March 1994 to December 2002, for breaches of Rule 3.08(f) of the Listing Rules and the Director’s Declaration and Undertakings in the form set out in Appendix 5B to the Listing Rules in respect of certain connected transactions of China Pharmaceutical Enterprise and Investment Corporation Limited in the period between 1 January 1998 and 7 April 1999. As at the Latest Practicable Date and save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company.

Mr. Liu Zhiyong (劉志勇), aged 36, is a non-executive Director. He joined China National Technical Import and Export Corporation as a finance personnel and became the assistant managing director and an executive director of CNTIC Group International Finance Limited in May 1998. Mr. Liu took up the post of the president of Genertec Hong Kong International Capital Limited in July 2003. Mr. Liu is a director of Victory Rainbow Investment Limited, a substantial Shareholder of the Company. Mr. Liu graduated from Renmin University of China with a bachelor’s degree in Accounting in 1992 and he is a member of CICPA.

As at the Latest Practicable Date, Mr. Liu does not have any interest in the securities of the Company within the meaning of Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. He entered into an appointment agreement with the Company for a term of three years commencing from 16 October 2005 and his current basic annual salary is HK$60,000. His emoluments are determined by the Board with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibilities within the Group and his contribution to the Group. As at the Latest Practicable Date and save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company.

For all of the above Directors standing for re-election at the AGM, save as disclosed above, there is no other information to be disclosed pursuant to the requirements under Rule 13.51(2) (h) to (v) of the Listing Rules.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$29,050,000 with 290,500,000 Shares in issue. Subject to the passing of the resolution granting the proposed mandate to repurchase its own securities and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 29,050,000 Shares, representing 10% of the issued share capital of the Company as at the date of passing of the resolution, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASES OF THE COMPANY

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

FUNDING OF REPURCHASES

Any repurchase of securities of the Company made pursuant to the proposed Repurchase Mandate would be made out of funds which are legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of Cayman Islands. Under the law of Cayman Islands, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the repurchase or, subject to the statutory test of solvency, out of capital. The premium, if any, payable on the repurchase, shall be provided for out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the statutory test of solvency, out of capital.

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EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

APPENDIX II

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 and the Shareholders and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. The Directors anticipate that if the general mandate to repurchase securities were to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and gearing level of the Company (as compared with the position disclosed in the audited accounts of the Company for the year ended 31 December 2006). The Directors do not propose to exercise the mandate to repurchase securities to such an 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.

SHARE PRICE

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous 12 months prior to the Latest Practicable Date:

	Price Per Share	Price Per Share
	Highest	Lowest
	(HK$)	(HK$)
2006
April	3.40	2.80
May	3.28	2.90
June	3.15	2.88
July	3.50	2.92
August	3.72	3.30
September	3.60	3.20
October	3.30	2.95
November	3.48	3.01
December	3.45	2.97
2007
January	3.29	2.88
February	3.43	3.05
March	3.30	2.90
April (up to the Latest Practicable Date)	4.02	3.20

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EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

APPENDIX II

GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their associates currently intend to sell Shares to the Company. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.

No connected persons of the Company, as defined in the Listing Rules, has notified the Company that he has a present intention to sell Shares held by them to the Company, or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE CONSEQUENCES

If as a result of a repurchase of Shares, 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 the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders 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 as a result of any such increase.

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APPENDIX II EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following Shareholders are interested in 5% or more of the issued Shares as recorded in the register of interests and short positions of the Company under section 366(1) of Part XV of the SFO:

			Approximate
		Approximate	percentage of
		Percentage of	shareholding if
		Shareholding	Repurchase
	Number of	as at the Latest	Mandate is
Shareholder	Shares held	Practicable Date	exercised in full
Prime United Industries	123,984,000	42.88%	47.42%
Limited_(Note 1)_
China Pharmaceutical	110,000,000	37.87%	42.07%
Company Limited
Mr. Qu Jiguang_(Note 2)_	110,000,000	37.87%	42.07%
Victory Rainbow	58,300,000	20.07%	22.30%
Investment Limited
Grand Ocean Shipping	58,300,000	20.07%	22.30%
Company Ltd.(Note 3)
Ms. Chen Lin-Dong_(Note 3)_	58,300,000	20.07%	22.30%
Mr. Xu Ming_(Note 3)_	58,300,000	20.07%	22.30%
Success Manage	22,344,000	7.69%	8.55%
International Limited
Mr. Wu Qin_(Note 4)_	22,344,000	7.69%	8.55%
Ms. Zhang Mingfang_(Note 4)_	22,344,000	7.69%	8.55%
Guotai Junan Securities	22,344,000	7.69%	8.55%
Co., Ltd.(Note 4)

The interest stated above represent long position.

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EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

APPENDIX II

Notes:

1. Prime United Industries Limited is held as to 2.43% by Mr. Wu Qin, an executive Director, as to approximately 2.43% by Mr. Wu Zhihong, an executive Director, as to approximately 2.41% by Mr. Huang Chao, an executive Director, as to approximately 4% by Mr. Xie Yunfeng, an executive Director, as to approximately 4% by Ms. Han Yamei, a member of the management of Xi’an Lijun, and as to approximately 84.73% by Mr. Wu Qin, Mr. Wu Zhihong, Mr. Huang Chao, Mr. Xie Yunfeng and Ms. Han Yamei who jointly hold such shares on trust for 4,965 individuals who are present and former employees or their respective estates of Xi’an Lijun and Rejoy Group. The beneficial ownership structure in Prime United Industries Limited is a replication of the ownership structure of Rejoy Technology.

2. China Pharmaceutical Company Limited is held as to 72.93% by Mr. Qu Jiguang and as to 27.07% by 39 shareholders. By virtue of Part XV of the SFO, Mr. Qu Jiguang is deemed to be interested in the Shares held by China Pharmaceutical Company Limited.

3. Victory Rainbow Investment Limited is wholly-owned by Grand Ocean Shipping Company Ltd., a company incorporated in the Republic of Liberia, which in turn is owned as to 50% by Ms. Chen Lin-Dong and 50% by Mr. Xu Ming. By virtue of Part XV of the SFO, each of Grand Ocean Shipping Company Ltd., Ms. Chen Lin-Dong and Mr. Xu Ming is deemed to be interested in the Shares held by Victory Rainbow Investment Limited.

4. Success Manage International Limited is held as to approximately 37.88% by Mr. Wu Qin. Pursuant to Part XV of the SFO, Mr. Wu Qin and his spouse, Ms. Zhang Mingfang, are deemed to be interested in all the Shares held by Success Manage International Limited (“Success Manage”). These Shares has been pledged to Guotai Junan Securities Co., Ltd.

In the event that the above Shareholders did not dispose of his/its Shares and if the Repurchase Mandate was exercised in full, the total interests of the above Shareholders would be increased to approximately the respective percentages shown in the last column above and that will give rise to an obligation on Prime United Industries Limited and its concert parties (including Triuniverse Group Limited (holding 1.29% shareholdings of the Company), Fame World Investments Limited (holding 0.86% shareholdings of the Company), Flying Success Investments Limited (holding 0.60% shareholdings of the Company) and Bondwide Trading Limited (holding 0.41% shareholdings of the Company)) to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer. In the event that the Repurchase Mandate was exercised in full, the number of the relevant class of securities of the Company held by the public would fall below 25% of the total number of that class of securities then in issue. However, the Directors do not intend to exercise the Repurchase Mandate so as to reduce the issued share capital of the Company in public hands to less than 25%.

In the six months preceding the Latest Practicable Date, the Company has not repurchased any Shares on the Stock Exchange or otherwise.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(stock code: 2005)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (“ Meeting ”) of Lijun International Pharmaceutical (Holding) Co., Ltd. (“ Company ”) will be held at Salon IV, M/F, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 23 May 2007 at 11:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2006.

2. A. To re-elect Mr. Xie Yunfeng as an executive director of the Company (“Director”).

3. B. To re-elect Ms. Sun Xinglai as an executive Director.

4. C. To re-elect Mr. Wang Xian Jun as an executive Director.

5. D. To re-elect Mr. Liu Zhiyong as a non-executive Director.

6. To authorise the board of Directors to fix the Directors’ remuneration.

7. To re-appoint PricewaterhouseCoopers as auditors and to authorise the board of Directors to fix their remuneration.

8. To declare a final dividend for the year ended 31 December 2006.

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• A. “ THAT :

• (a) subject to paragraph (c) of this Resolution, 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 of the Company (“ Shares ”) or securities convertible into Shares, options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval given in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:

  • (i) a Rights Issue (as hereinafter defined);

  • (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;

  • (iii) the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or

  • (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company,

shall not exceed twenty per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by way of ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names stand on the register of members of the Company 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 any recognized regulatory body or any stock exchange in, any territory applicable to the Company).

B. “ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own Shares on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which the securities of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent of the issued share capital of the Company at the date of the passing of this Resolution and the approval granted under paragraph (a) of this Resolution should be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

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

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by way of ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT , conditional upon the passing of the Resolutions 6A and 6B in the notice convening the Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to Resolution 6A as set out in the notice convening the Meeting be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 6B as set out in the notice convening the Meeting provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of such securities of the Company in issue at the date of the passing of this Resolution.”

On behalf of the Board

Lijun International Pharmaceutical (Holding) Co., Ltd.

Wu Qin Chairman

Hong Kong, 30 April 2007

Notes:

1. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1806 — 07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from Thursday, 17 May 2007 to Wednesday, 23 May 2007 (both days inclusive) during which period no transfer of Shares will be effected. In order to qualify for the proposed final dividend and the entitlement to attend and vote at the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1806 — 1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 16 May 2007.

2. Where there are joint holders of any Share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

3. Please refer to Appendix I for the details of the retiring Directors subject to re-election at the Meeting.

4. An explanatory statement regarding the general mandate of the repurchase of Shares sought in the above Resolution 6B is set out in Appendix II.

5. As at the date of the notice, the executive Directors are Mr. Wu Qin, Mr. Wu Zhihong, Mr. Huang Chao, Mr. Xie Yunfeng, Ms. Sun Xinglai, Mr. Wang Xian Jun, the non-executive Director is Mr. Liu Zhiyong, and the independent non-executive Directors are Mr. Qu Jiguang, Mr. Leung Chong Shun and Mr. Chow Kwok Wai.

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