Tianda Pharmaceuticals : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00455)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board intends to put forward to the members of the Company a proposal to amend the Articles of Association in order to bring the constitution of the Company to comply with the requirement under the Listing Rules relating to the minimum level of members' support of the Company required to convene a general meeting.

The amendments to the Articles of Association is subject to the approval of the members of the Company by way of passing the Special Resolution to be proposed at the AGM.

Tianda Pharmaceuticals Limited (the Company) was incorporated in the Cayman Islands. According to article 57 of the articles of association of the Company (the Articles of Association), any two or more members holding in aggregate no less than 25% of the paid up capital of the Company may request the Company to convene an extraordinary general meeting by depositing a written requisition with the Company in accordance with certain prescribed procedures. Under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Listing Rules) and relevant regulations in relation to proceeding at general meetings, it is required that member(s) holding a minority stake in an overseas company must be allowed to convene an extraordinary general meeting and add resolutions to a meeting agenda. The minimum level of members' support required to convene a general meeting must be no higher than 10%.

According to the said article 57 of the Articles of Association, the minimum level of members' support required to convene a general meeting is 25%. This deviates from the Listing Rules and relevant regulations. In light of the above, the Company proposes to seek the approval of the members of the Company at the forthcoming annual general meeting of the Company to be held on 28 August 2020 (the AGM) by way of passing a special resolution (the Special Resolution) to amend the said article 57 of the Articles of Association by deleting the words "any 2 or more members holding at the date of the deposit of the requisition in aggregate not less than 25 per cent of such of the paid up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company" and replacing with the words "any member or members holding at the date of the deposit of the requisition in aggregate not less than 10 per cent of such of the paid up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company".

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A circular containing, among other things, further information in respect of the proposed amendments to the Articles of Association and the Special Resolution will be dispatched to the members of the Company as soon as practicable.

For and on behalf of the Board

Tianda Pharmaceuticals Limited

FANG Wen Quan

Chairman and Managing Director

Hong Kong, 23 July 2020

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.

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