DISCLOSEABLE TRANSACTION: TECHNOLOGY TRANSFER CONTRACT

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00455)

DISCLOSEABLE TRANSACTION: TECHNOLOGY TRANSFER CONTRACT

TECHNOLOGY TRANSFER CONTRACT

The Board is pleased to announce that, on 4 March 2021 (after the trading hours of the Stock Exchange), the Transferee entered into the Technology Transfer Contract with the Transferor, under which the Transferor agreed to transfer the whole technology ownership and all the intellectual rights in Xiaoer Qingre Zhike Granule ( ) to the Transferee at a consideration of RMB21,000,000 (equivalent to approximately HK$25,200,000) . The Transferor also guarantees the provision of assistance in order to help the Transferee to commence the manufacturing of the product and business as quickly as possible.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Technology Transfer Contract exceed 5% but are less than 25%, the transactions contemplated thereunder constitute a discloseable transaction for the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

The Board is pleased to announce that, on 4 March 2021 (after trading hours of the Stock Exchange), the Transferee and the Transferor entered into the Technology Transfer Contract, under which the Transferor agreed to transfer the whole technology ownership and all the intellectual rights in Xiaoer Qingre Zhike

Granule ( summarised below:

) to the Transferee. The principal terms of the Technology Transfer Contract are

Technology Transfer Contract:
Date:	4 March 2021
Parties:	Tianda Pharmaceutical (Zhuhai) Co., Ltd. * (the Transferee)
Heilongjiang Jiren Pharmaceutical Co., Ltd. * (the Transferor)

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Transferor is a third party independent of the Company and connected persons of the Company.

Information of the Technology to be Transferred

According to the Technology Transfer Contract, the technology to be transferred under the Technology Transfer Contract is the whole technology ownership and all the intellectual rights in Xiaoer Qingre ZhikeGranule (

) (National medicine registration approval number: . TheTransferor also guarantees the provision of assistance in order to help the Transferee to commence the manufacturing of the product and business as quickly as possible.

Consideration and Payment

The parties to the Technology Transfer Contract agreed the Consideration shall be RMB21,000,000 (equivalent to approximately HK$25,200,000) . The Consideration shall be settled in three installments:

The first installment

40% of the Consideration, i.e. RMB8,400,000 (equivalent to approximately HK$10,080,000), shall be paid within 10 working days after the contract has taken effect.

The second installment

40% of the Consideration, i.e. RMB8,400,000 (equivalent to approximately HK$10,080,000), shall be paid within 10 working days after Drug Evaluation Center of the National Medical Products Administration has approved the change of ownership in the medicine licence.

The third installment

20% of the Consideration, i.e. RMB4,200,000 (equivalent to approximately HK$5,040,000), shall be paid within 10 working days after Provincial medicine regulatory authority has approved the change of production site and the Xiaoer Qingre Zhike Granule ( ) produced by the Transferee.

Xiaoer Qingre Zhike Granule ( the Group's internal resources.

The Consideration was determined after arm's length negotiation based on the sale and profit potential of

). The Consideration will be paid in cash and funded by

Completion

manufacturer under the Xiaoer Qingre Zhike Granule ( changes have been approved by medicine regulatory authorities.

Completion will take place on the date that the Transferee has become the sole owner and sole

) registration approval and all theIt is expected that completion will take place on or before 30 June 2021.

INFORMATION OF THE GROUP AND PARTIES TO THE TECHNOLOGY TRANSFER CONTRACT

The Company is an investment holding company listed on the Main Board of the Stock Exchange. With its headquarters based in Hong Kong, the Group implements three strategic policy objectives: development of TCM as its foundation, development of innovative drugs and medical technologies, as well as development of high-quality medical and healthcare services. It is committed to becoming a pharmaceutical enterprise with competitive advantages and core competencies in drug research, development and manufacturing, Chinese medical consultation and treatment, medical technology and health management. Participating in the entire TCM industrial chain from Chinese medicine practice, Chinese medicinal herbs to the application of artificial intelligence in TCM, the Company is involved in the supply of Chinese medicinal herbs, production of TCM decoction pieces, establishment of the "Tianda standard" to control the quality of its Chinese medicinal herbs, as well as the founding and operation of the modern Chinese medicine clinic - TDMall.

The Transferee is a Taiwan, Hong Kong and Macau sole proprietorship owned enterprise established under the laws of the PRC with limited liability, which is a wholly-owned subsidiary of the Company.

The Transferor is a limited liability company established under the laws of the PRC principally engaged in research, development and production of Chinese medicine products.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

Xiaoer Qingre Zhike Granule (

) is a pediatric Chinese medicine that helps toeliminate heat and stop coughing. With a long history and highly reputed in its effect, it has been widely recommended by medical practitioners in the prescriptions. The Group considers that the Technology Transfer Contract can enrich the product mix of its product portfolio, and a complementary product to its existing pediatric anti-flu and respiratory drug, Tuoen (Ibuprofen suspension and drops), as well as increase its market share in the pediatric drugs market.

The Directors believe that the terms of the Technology Transfer Contract are fair and reasonable and in the interests of the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Technology Transfer Contract exceed 5% but are less than 25%, the transactions contemplated thereunder constitute a discloseable transaction for the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITION

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

"Board"	the board of Directors of the Company
"Company"	Tianda Pharmaceuticals Limited, a company incorporated in the Cayman
Islands with limited liability, the Shares of which are listed on the main board of
the Stock Exchange with stock code 00455
"Consideration"	RMB21,000,000 (equivalent to approximately HK$25,200,000), being the
consideration to be paid by the Transferee to the Transferor pursuant to the
Technology Transfer Contract
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic of
China
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited
"PRC"	the People's Republic of China, for the purposes of this announcement and for
geographical reference only, excludes Taiwan, the Macau Special
Administrative Region and Hong Kong Special Administrative Region (unless
otherwise indicated)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"TCM"	Traditional Chinese medicine
3

"Technology Transfer Contract"

"Transferee"

the contract for transfer of whole technology ownership and all the intellectual rights in Xiaoer Qingre Zhike Granule ( ) entered into on 4 March 2021 between the Transferor and the Transferee 天大藥業（珠海）有限公司 (Tianda Pharmaceuticals (Zhuhai) Limited*), a Taiwan, Hong Kong and Macau sole proprietorship owned enterprise established under the laws of the PRC with limited liability, which is a wholly-owned subsidiary of the Company

"Transferor"

(Heilongjiang Jiren Pharmaceutical Co.,

Ltd.*), established under the laws of the PRC with limited liability

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"RMB"

Renminbi, the lawful currency of the PRC

Unless otherwise specified in this announcement and for the purpose of illustration only, RMB is translated into HK$ at the rate of HK$1.20 : RMB1.00. No representation is made that any amounts in RMB have been or could be converted at the above rate or at any other rates or at all.

* Name translated for reference purpose only in this Announcement

By order of the Board Tianda Pharmaceuticals Limited

FANG Wen Quan Chairman and Managing Director

Hong Kong, 4 March 2021

As at the date of this announcement, the executive Directors are Mr. FANG Wen Quan (Chairman and Managing Director) and Mr. LUI Man Sang; the non-executive Directors are Mr. SHEN Bo, Mr. FENG Quanming and Dr. LAM Lee G.; and the independent non-executive Directors are Mr. LAM Yat Fai, Mr. CHIU Sung Hong and Mr. CHIU Fan Wa.