China NT Pharma : MONTHLY PROGRESS UPDATE IN RELATION TO (1) MAJOR AND CONNECTED TRANSACTION IN RESPECT OF THE ACQUISITION AND SUBSCRIPTION OF SHARES AND CONVERTIBLE BONDS OF HONG KONG WD PHARMACEUTICAL CO., LIMITED (2) ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE AND (3) APPLICATION FOR WHITEWASH WAIVER

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01011)

MONTHLY PROGRESS UPDATE

IN RELATION TO

(1) MAJOR AND CONNECTED TRANSACTION

IN RESPECT OF THE ACQUISITION AND SUBSCRIPTION OF SHARES AND CONVERTIBLE BONDS OF

HONG KONG WD PHARMACEUTICAL CO., LIMITED

1. 1. ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE
      AND
2. APPLICATION FOR WHITEWASH WAIVER

Reference is made to the announcement of China NT Pharma Group Company Limited (the "Company") (i) dated 10 July 2019 in relation to, among other things, the Acquisition, the Subscription, the Specific Mandate and the Whitewash Waiver (the "July Announcement"), (ii) dated 30 July 2019 and 6 September 2019 in relation to the delay in despatch of the Circular (the "First and Second Delay Announcements") (iii) dated 30 September 2019 in relation to the extension of the Conditions Precedent Long Stop Date and the delay in despatch of the Circular (the "Third Delay Announcement", together with the July Announcement and the First and Second Delay Announcements, the "Announcements"). Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the Announcements.

As stated in the July Announcement, pursuant to Rule 8.2 of the Takeovers Code, the Circular containing, among other things, further details of the Acquisition, the Subscription, the Specific Mandate, the Whitewash Waiver, a letter of advice from the Independent Financial Adviser to the IBCs and the Independent Shareholders in relation to the Transactions and the Whitewash Waiver and the notice of EGM is expected to the despatched within 21 days from the date of the Announcement, which is on or before 31 July 2019.

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As stated in the First and Second Delay Announcements and the Third Delay Announcement, applications were made to the Executive pursuant to Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the Circular and the Executive had granted its consent to extend the deadline for the despatch of the Circular to a date falling on or before 4 January 2020.

In view of the current market condition, the Board wishes to inform the Shareholders and potential investors of the Company that the Board has been working on the Transactions and the Company and the Vendor has entered into further negotiations to explore other possible options, including the amendment of the terms in the Acquisition Agreement and the Subscription Agreement, such as the Issue Price per Consideration Share.

Further announcement(s) setting out the progress of the Transactions will be made as and when necessary in accordance with the Listing Rules and the Takeovers Code and on a monthly basis until the despatch of the Circular.

Completion of the Transactions is subject to the fulfilment or waiver (as the case may be) of the Conditions Precedents for the Acquisition Agreement and Subscription Agreement, including obtaining approval from the Independent Shareholders at the EGM for the Transactions, the Specific Mandate and the Whitewash Waiver. As such, the Transactions may or may not proceed. Potential investors are advised to exercise caution when dealing in the Shares.

By Order of the Board

China NT Pharma Group Company Limited

Ng Tit

Chairman

Hong Kong, 30 October 2019

As at the date of this announcement, the executive Directors are Mr. Ng Tit, Ms. Chin Yu, Mr. Wu Weizhong and Mr. Wang Fei; the non-executive Directors are Dr. Qian Wei and Ms. Lou Jianying; and the independent non-executive Directors are Mr. Patrick Sun, Mr. Tze Shan Hailson Yu and Dr. Hong Yan.

All Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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