Guangzhou Baiyunshan Pharmaceutical : SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental notice.

(a joint stock company with limited liability established in the People's Republic of China)

(H Share Stock Code: 0874)

SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY

GENERAL MEETING IN 2019

Reference is made to the notice of the second extraordinary general meeting in 2019 (the "EGM") of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited (the "Company") dated 24 September 2019, (the "First Notice"), which set out the time and place of the EGM and contained the relevant resolutions to be proposed to the Shareholders at the EGM for their consideration.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at the Conference Room of the Company, 45 Sha Mian North Street, Liwan District, Guangzhou City, Guangdong Province, the PRC on Tuesday, 12 November 2019 at 10:00 a.m., for the purpose of considering the following additional resolution, together with the other resolutions set out in the First Notice:

1. To be considered and approved by way of ordinary resolution:
   3. Resolution in relation to the emoluments to be paid to Mr. Cai Ruiyu for year 2019, who is the newly elected supervisor representing the employees of the Company.

At the enlarged meeting of the labour union committee of the Company held on 24 September 2019, it was considered and approved that Mr. Cai Ruiyu be elected as a supervisor representing the employees of the seventh session of the Supervisory Committee of the Company, whose term of office shall commence from 24 September 2019 up to the date on which the term of office of the seventh session of the Supervisory Committee of the Company expires. As Mr. Cai serves as the director of the human resources department of the Company concurrently, his annual emoluments for serving as a supervisor representing the employees of the Company in 2019 are expected to be not more than RMB400,000 and will be calculated from the date of appointment to 31 December 2019, including but not limited to emoluments from the Company, annual salaries carried forward from prior years and welfare. His emoluments shall untimately be assessed and adjusted according to the Administrative Measures for Emoluments and Performance Appraisal of Senior Management of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited. The above-mentioned emoluments are on a before-tax basis and the individual income tax payable shall be withheld and

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paid by the Company on his behalf. The resolution mentioned above has been considered and approved at the seventeenth meeting of the seventh session of the Supervisory Committee of the Company held on 14 October 2019.

The Board of

Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited

Guangzhou, the PRC, 25 October 2019

Notes:

1. All times stated in this supplemental notice refer to Hong Kong time.
2. This supplemental notice should be read in conjunction with the First Notice.
3. Save for the inclusion of the newly proposed resolution, there are no other changes to the resolutions set out in the First Notice. Please refer to the First Notice for details of other resolutions to be proposed at the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, the voting arrangements, the poll procedure and other relevant matters.
4. Form of Proxy
   Since the first form of proxy does not contain the additional resolution as set out in this supplemental notice, the second form of proxy has been prepared and is enclosed with this supplemental notice.
5. 1. Holders of domestic shares (A shares) and overseas listed foreign shares (H shares) whose names appear on the register of members of the Company after the end of the trading hours on 11 October 2019 (Friday) (including those holders of H shares who have submitted verified application documents for the transfer of shares on or before 11 October 2019 (Friday)) are entitled to attend the EGM. The register of members of the Company will be closed from 12 October 2019 (Saturday) to 12 November 2019 (Tuesday) (both days inclusive) during which no transfer of H shares will be effected. In order to determine who are entitled to attend the EGM, all share transfer documents of H shares together with the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, namely Hong Kong Registrars Limited, at Shops 1712-1716, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for share transfer registration no later than 4:00 p.m. on 11 October 2019 (Friday).
   2. Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies (whether or not he/she is a shareholder) to attend and vote at the meeting on his/her behalf. If any shareholder appoints more than one proxy, the proxies can only vote by poll. To be valid, the proxy form and the notarially certified power of attorney and/or other documents of authorization (if any) must be delivered to the address of the Company's office (for holders of A shares) or the office address of the Company's H share Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H shares) no less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.

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1. 1. Holders of H Shares who have lodged the first form of proxy with the Company should note that:
   2. 1. If the second form of proxy is lodged with the office of the Company's H Share Registrar 24 hours prior to the time designated for convening the EGM (the "Closing Time"), the second form of proxy will revoke and supersede the first form of proxy previously lodged by him/her. The second form of proxy will be treated as a valid form of proxy lodged by the holder of H Share(s) if correctly completed and signed and returned in accordance with the instructions printed thereon.
      2. If no second form of proxy is lodged with the office of the Company's H Share registrar as at the Closing Time, the first form of proxy will be treated as a valid form of proxy lodged by the holder of H Share(s) if correctly completed. The proxy so appointed by the holder of H Share(s) will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the EGM including the resolution set out in this supplemental notice.
      3. Completion and return of the first form of proxy and/or the second form of proxy applicable to the EGM will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. In such event, the appointment of the original proxy(ies) will be void.
2. To attend the EGM, an individual shareholder should bring along his/her identity card, shareholder account card; a proxy should bring along the proxy form, his/her identity card and the identity card of the principal and the shareholder account card for registration purpose. A legal person shareholder should bring along a copy of the business license, the proxy form signed by the legal entity, the shareholder account card and the identity card of the attendee for registration purpose.
3. Place and time of registration:
   Registration date and time: 09:30 a.m. - 11:30 a.m. and 2:00 p.m. - 4:30 p.m. on 23 October 2019

(Wednesday)

Place of registration: Office of the secretariat to the Board, 2nd Floor, 45 Sha Mian North Street, Liwan District, Guangzhou City, Guangdong Province, the PRC

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7.	Address:	2nd Floor of Guangzhou Baiyunshan Pharmaceutical Holdings
		Company Limited, 45 Sha Mian North Street, Liwan District,
		Guangzhou City, Guangdong Province, the PRC
	Postal code:	510130
	Contact person:	Huang Ruimei/Tan Yanli
	Tel:	(8620) 6628 1217/6628 1220
	Fax:	(8620) 6628 1229
	Email:	[e-mail]
	Address of Shanghai Branch	3/F., China Insurance Building, No. 166 Lujiazui Road East, Shanghai,
	of China Securities	the PRC
	Depository and Clearing
	Corporation Limited:
	Address of Hong Kong	Shops 1712-1716, Hopewell Centre, 183 Queen's Road East, Wan
	Registrars Limited:	Chai, Hong Kong

1. The EGM is expected to last for half day. Shareholders attending the EGM shall be responsible for their own travelling and accommodation expenses.
2. Reporters attending the EGM shall register before the registration time for the shareholders.

As at the date of this notice, the Board comprises Mr. Li Chuyuan, Ms. Cheng Ning, Ms. Liu Juyan, Mr. Ni Yidong, Mr. Li Hong, Mr. Wu Changhai and Mr. Zhang Chunbo as executive directors, and Mr. Chu Xiaoping, Mr. Jiang Wenqi, Mr. Wong Hin Wing and Ms. Wang Weihong as independent non-executive directors.

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