THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in YiChang HEC ChangJiang Pharmaceutical Co., Ltd., you should at once hand this circular with the accompanying forms of proxy to the purchaser or transferee, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

宜 昌 東 陽 光 長 江 藥 業 股 份 有 限 公 司

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

(Stock Code: 01558)

2020 Report of the Board of Directors

2020 Report of the Board of Supervisors

2020 Consolidated Financial Statements

2020 Annual Report

Re-appointment of the Auditor of the Company

Proposed Election of Directors of the Third Session of

the Board of Directors

Proposed Election of Shareholder Representative Supervisors of the Third

Session of the Board of Supervisors General Mandate to Issue Shares General Mandate to Repurchase H Shares Notice of Annual General Meeting

and

Notice of 2021 First H Shareholders Class Meeting

A letter from the Board of Directors is set out on pages 4 to 13 of this circular.

A notice convening the AGM to be held at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC, on Friday, 4 June 2021 at 10:00 a.m., is set out on pages 14 to 17 of this circular; a notice convening the 2021 First H Shareholders Class Meeting to be held at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC, on Friday, 4 June 2021 at 11:00 a.m. (or immediately after the conclusion of the AGM or any adjournment thereof), is set out on pages 18 to 19 of this circular. The forms of proxy for use at the AGM and 2021 First H Shareholders Class Meeting are also enclosed. The forms of proxy are also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.hec-changjiang.com).

Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's Board office at Securities Department, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC for Domestic Shareholders, or the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for H Shareholders not less than 24 hours before the time appointed for the AGM (or any adjournment thereof) (i.e. before 10:00 a.m. on Thursday, 3 June 2021). Completion and return of the form of proxy shall not preclude you from attending, and voting in person at the AGM or any adjournment thereof if you so desire.

Whether or not you intend to attend the 2021 First H Shareholders Class Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the 2021 First H Shareholders Class Meeting (or any adjournment thereof) (i.e. before 11:00 a.m. on Thursday, 3 June 2021). Completion and return of the form of proxy shall not preclude you from attending, and voting in person at the 2021 First H Shareholders Class Meeting or any adjournment thereof if you so desire.

16 April 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

II. MATTERS TO BE RESOLVED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

III. AGM AND VOTING METHOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

IV. 2021 FIRST H SHAREHOLDERS CLASS MEETING AND

VOTING METHOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

V. RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . .

13

VI. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

NOTICE OF 2021 FIRST H SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . .

18

APPENDIX I - BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

APPENDIX II - BIOGRAPHICAL DETAILS OF THE SUPERVISORS

PROPOSED FOR APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .

29

APPENDIX III - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms and expression have the meanings set forth below:

''2021 First Domestic

the

class meeting

of holders of Domestic Shares

to be

Shareholders Class Meeting''

c o n v e n e d

a n d

h e l d a t

C o n f e r e n c e

R o o m ,

4 / F ,

Administration Building, Dongyangguang Scientific Park,

No. 368 Zhen An Zhong Road, Chang'an County,

Dongguan, Guangdong Province, the PRC, at 11:00 a.m. on

Friday, 4 June 2021

''2021 First H Shareholders

the class meeting of holders of H Shares to be convened

Class Meeting''

and held at Conference Room, 4/F, Administration

Building, Dongyangguang Scientific Park, No. 368 Zhen

An Zhong Road, Chang'an County, Dongguan, Guangdong

Province, the PRC, at 11:00 a.m. on Friday, 4 June 2021

''AGM''

the annual general meeting of the Company to be convened

and

held

at Conference

Room, 4/F,

Administration

Building, Dongyangguang Scientific Park, No. 368 Zhen

An Zhong Road, Chang'an County, Dongguan, Guangdong

Province, the PRC, at 10:00 a.m. on Friday, 4 June 2021

''Articles of Association''

the articles of association of the Company (as amended

from time to time)

''Board of Directors'' or

the board of Directors of the Company

''Board''

''Board of Supervisors''

the board of Supervisors of the Company

''Class Meetings''

the 2021 First H Shareholders Class Meeting and the 2021

First Domestic Shareholders Class Meeting

''Company''

YiChang HEC ChangJiang Pharmaceutical Co., Ltd. (宜昌

東陽光長江藥業股份有限公司), a company established in

the PRC on 11 May 2015 as a joint stock company

''Company Law''

the Company Law of the People's Republic of China ( 中華

人民共和國公司法》)

''Director(s)''

the director(s) of the Company

''Domestic Share(s)''

issued ordinary share(s) in the share capital of the Company

with a nominal value of RMB1.00 each, which is (are)

subscribed for or credited as fully paid in RMB

''Domestic Shareholder(s)''

holder(s) of Domestic Shares

''Group''

the Company and its subsidiaries

- 1 -

DEFINITIONS

''H Share(s)''

ordinary share(s) in the share capital of the Company with a

nominal value of RMB1.00 each, which is (are) listed on

the Stock Exchange and is (are) subscribed for and traded

in Hong Kong dollars

''H Shareholder(s)''

holder(s) of H Shares

''HKD'' or ''HK$''

Hong Kong Dollar, the lawful currency of Hong Kong

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC

''Latest Practicable Date''

9 April 2021, being the latest practicable date for the

purpose of ascertaining certain information contained in this

circular prior to its publication

''Listing Rules''

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

''Mandatory Provisions''

the Mandatory Provisions for Articles of Association of

Companies to be Listed Overseas ( 到境外上市公司章程必

備條款》)

''PRC'' or ''China''

the People's Republic of China and for the purpose of this

circular, excluding the Hong Kong Special Administrative

Region of the People's Republic of China, the Macau

Special Administrative Region of the People's Republic of

China and Taiwan

''Repurchase Mandate''

subject to the conditions set out in the proposed

resolution(s) approving the repurchase mandate at the AGM

and Class Meetings, (i) the grant of a conditional general

mandate to the Board of Directors to repurchase H Shares

in issue on the Stock Exchange with an aggregate nominal

value of not exceeding 10% of the aggregate nominal value

of H Shares in issue as at the date of passing of such

special resolution(s); and (ii) the authorization to the Board

of Directors to do all such deeds, acts, matters and things

necessary or desirable for the purpose of or in connection

with the exercise of the general mandate to repurchase H

Shares, including, among others, to amend the Articles of

Association and to cancel the H Shares repurchased upon

the exercise of such general mandate

- 2 -

DEFINITIONS

''RMB''

Renminbi, the lawful currency of the PRC

''SAFE''

State Administration of Foreign Exchange of the PRC

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong), as amended and modified from time

to time

''Share(s)''

share(s) of the Company

''Shareholder(s)''

the holder(s) of the ordinary share(s) of the Company

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Subsidiary(ies)''

has the same meaning ascribed thereto under the Listing

Rules

''Supervisor(s)''

the supervisor(s) of the Company

''Takeovers Code''

The Codes on Takeovers and Mergers and Share Buy-backs,

as amended, supplemented or otherwise modified from time

to time

''%''

percentage

In this circular, unless the context otherwise requires, the terms ''core connected person(s)'' and ''subsidiary(ies)'' shall have the meanings given to such terms in the Listing Rules, as modified by the Stock Exchange from time to time.

- 3 -

LETTER FROM THE BOARD OF DIRECTORS

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

宜 昌 東 陽 光 長 江 藥 業 股 份 有 限 公 司

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

(Stock Code: 01558)

The Board of Directors

Registered Office and Principal Place

Executive Directors:

of Business in the PRC:

Mr. JIANG Juncai

No. 38 Binjiang Road

Mr. WANG Danjin

Yidu, Yichang

Mr. CHEN Yangui

Hubei Province

Mr. LI Shuang

the PRC

Non-executive Directors:

Principal Place of Business

Mr. TANG Xinfa (Chairman)

in Hong Kong:

Mr. Eddy HUANG

40th Floor, Dah Sing Financial Centre

No. 248 Queen's Road East

Independent Non-executive Directors:

Wanchai

Mr. TANG Jianxin

Hong Kong

Mr. ZHAO Dayao

Ms. XIANG Ling

Mr. LI Xuechen

16 April 2021

To the Shareholders

Dear Sir or Madam,

2020 Report of the Board of Directors

2020 Report of the Board of Supervisors

2020 Consolidated Financial Statements

2020 Annual Report

Re-appointment of the Auditor of the Company

Proposed Election of Directors of the Third Session of

the Board of Directors

Proposed Election of Shareholder Representative Supervisors of the Third

Session of the Board of Supervisors General Mandate to Issue Shares General Mandate to Repurchase H Shares Notice of Annual General Meeting

and

Notice of 2021 First H Shareholders Class Meeting

- 4 -

LETTER FROM THE BOARD OF DIRECTORS

  1. INTRODUCTION

The Company proposes to convene and hold the AGM at 10:00 a.m. on Friday, 4 June 2021 at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC. The notice to convene the AGM is set out on pages 14 to 17 of this circular.

The Company proposes to convene and hold the 2021 First H Shareholders Class Meeting at 11:00 a.m. on Friday, 4 June 2021 at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC. The notice to convene the 2021 First H Shareholders Class Meeting is set out on pages 18 to 19 of this circular.

The purpose of this circular is to provide you with information of the resolutions to be proposed at the AGM and 2021 First H Shareholder Class Meeting to enable you to make an informed decision on whether to vote for or against or abstain from voting at those resolutions. Such resolutions and details are set out in the Letter from the Board of Directors.

  1. MATTERS TO BE RESOLVED AT THE AGM

1. Report of the Board of Directors for the year ended 31 December 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Board of Directors for the year ended 31 December 2020, the full text of which is included in the 2020 annual report of the Company to be published on the websites of the Company and the Stock Exchange in due course.

2. Report of the Board of Supervisors for the year ended 31 December 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Board of Supervisors for the year ended 31 December 2020, the full text of which is included in the 2020 annual report of the Company to be published on the websites of the Company and the Stock Exchange in due course.

3. Consolidated financial statements for the year ended 31 December 2020

An ordinary resolution will be proposed at the AGM to approve the consolidated financial statements of the Company for the year ended 31 December 2020, the full text of which is included in the 2020 annual report of the Company to be published on the websites of the Company and the Stock Exchange in due course.

4. 2020 Annual Report

An ordinary resolution will be proposed at the AGM to approve the 2020 annual report of the Company, which will be published on the websites of the Company and the Stock Exchange in due course.

- 5 -

LETTER FROM THE BOARD OF DIRECTORS

5. Re-appointment of the auditor of the Company

An ordinary resolution will be proposed at the AGM to approve the re-appointment of KPMG as the auditor of the Company for a term until the conclusion of the next annual general meeting of the Company, and to authorize the Board of Directors to determine its remuneration.

6. Proposed election of Directors of the Third session of the Board of Directors

The term of the second session of the Board of Directors shall expire soon. The Board of Directors convened a meeting on 19 March 2021, and considered and approved the following candidates for Directors of the third session of the Board of Directors:

  1. candidates for executive Directors: Mr. Jiang Juncai, Mr. Wang Danjin, Mr. Chen Yangui and Mr. Li Shuang;
  2. candidates for non-executive Directors: Mr. Tang Xinfa and Mr. Eddy Huang; and
  3. candidates for independent non-executive Directors: Mr. Tang Jianxin, Mr. Zhao Dayao, Ms. Xiang Ling and Mr. Li Xuechen.

The Board of Directors also resolved to appoint the members of each of the Board Committees as below, upon the approval of such candidates as Directors by the Shareholders:

  1. Audit Committee: Mr. Tang Jianxin (Chairman), Mr. Zhao Dayao and Mr. Tang Xinfa;
  2. Remuneration and Evaluation Committee: Ms. Xiang Ling (Chairman), Mr. Tang Jianxin and Mr. Jiang Juncai; and
  3. Nomination Committee: Mr. Zhao Dayao (Chairman), Ms. Xiang Ling and Mr. Eddy Huang.

According to the Company Law and the Articles of Association, the existing Directors shall continue to perform their duties as Directors before the election and formation of the third session of the Board of Directors.

The above candidates of the third session of the Board of Directors meet the requirements as stipulated in relevant PRC laws, regulations and the Articles of Association, and will be elected as Directors of the third session of the Board of Directors at the AGM. The Board of Directors agreed to submit the above list of candidates for consideration at the AGM.

The Directors of the third session of the Board of Directors will serve for a term of three years. Upon the approval by the Shareholders of the above candidates, the Company will enter into a service contract with each of them and for a term commencing on the date of approval of their appointments at the AGM until the expiration of the third session of the Board. The remuneration of each executive Director will be determined pursuant to the decisions of the general meeting, and with reference to the duty, responsibility and performance of the executive Directors, results of the Group and other factors which may be considered as

- 6 -

LETTER FROM THE BOARD OF DIRECTORS

relevant and appropriate. The non-executive Director will not receive remuneration from the Company. The proposed annual remuneration of Mr. Tang Jianxin, Mr. Zhao Dayao, Ms. Xiang Ling and Mr. Li Xuechen for serving as independent non-executive Directors are RMB100,000, RMB680,000, RMB100,000 and RMB160,000, respectively, which were determined with reference to their duties and responsibilities within the Company, the Company's remuneration policy and the prevailing market conditions.

When proposing the re-election of independent non-executive Directors, the Board has taken into account a number of factors pursuant to the diversity policy of the Board, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and industry and regional experience, to achieve the diversity of board members. The Board believes that the educational background, professional experience and cultural background of the independent non-executive Directors proposed to be re-elected contribute to the diversity of the Board.

Mr. Tang Jianxin, Mr. Zhao Dayao, Ms. Xiang Ling and Mr. Li Xuechen have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Company considers they are independent in accordance with the independence guidelines as set out in the Listing Rules and they should be elected as the independent non-executive Directors of the third session of the Board of Directors.

The biographical details of the candidates of the Directors for the third session of the Board of Directors are set out in the Appendix I to this circular.

As of the Latest Practicable Date, save as disclosed in Appendix I, the candidates of the third session of the Board of Directors confirmed that (i) they did not hold any directorship in any other listed companies during the past three years; (ii) they do not hold any other position in the Group; (iii) they have no relationship with any Director, Supervisor, senior management member, substantial shareholder or controlling shareholder of the Company; and (iv) they have not owned any interest as defined in Part XV of the SFO in the shares or underlying shares of the Company.

Save as disclosed in Appendix I, the candidates of the third session of the Board of Directors have not involved in any matter which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

7. Proposed election of shareholder representative Supervisors of the third session of the Board of Supervisors

The term of the second session of the Board of Supervisors shall expire soon. The Board of Supervisors convened a meeting on 19 March 2021, and considered and approved Mr. Tang Jinlong and Mr. Luo Zhonghua as the candidates for shareholder representative Supervisors of the third session of the Board of Supervisors. On 10 March 2021, Mr. Wang Shengchao was elected as the employee representative Supervisor of the third session of the Board of Supervisors by the 2021 first meeting of the employee representatives of the Company. The Company will enter into a service contract with Mr. Wang Shengchao. The term of Mr. Wang

- 7 -

LETTER FROM THE BOARD OF DIRECTORS

Shengchao serving as the employee representative Supervisor of the third session will be the same as that of the third session of the Board of Supervisors. Re-election may be carried out upon expiration of the tenure of office.

According to the Company Law and the Articles of Association, the existing Supervisors shall continue to perform their duties as Supervisors before the election and formation of the third session of the Board of Supervisors.

The above candidates of the third session of the Board of Supervisors meet the requirements as stipulated in relevant PRC laws, regulations and the Articles of Association, and the Board of Supervisors agreed to submit the above list of candidates for consideration at the AGM.

The third session of the Board of Supervisors will serve for a term of three years. Upon the approval by the Shareholders of the above candidates for shareholder representative Supervisors, the Company will enter into a service contract with each of them and for a term of commencing on the date of approval of their appointments at the AGM and ending on the expiry of the third session of the Board of Supervisors.

Each of the candidates for the shareholder representative Supervisors and the employee representative Supervisor of the third session of the Board of Supervisors will not receive any Supervisor's remuneration for serving as the Supervisors during their respective term of office, and will only receive remuneration for their respective position held in the Company, the amounts of which are determined by the management of the Company.

The biographical details of the candidates of the shareholder representative Supervisors and the employee representative Supervisor of the third session of the Board of Supervisors are set out in the Appendix II to this circular.

As at the Latest Practicable Date, save as disclosed in Appendix II, the candidates for shareholder representative Supervisors and the employee representative Supervisor confirmed that (i) they did not hold any directorship in any other listed companies during the past three years; (ii) they do not hold any other position in the Group; (iii) they have no relationship with any Director, Supervisor, senior management member, substantial shareholder or controlling shareholder of the Company; and (iv) they have not owned any interest as defined in Part XV of the SFO in the shares or underlying shares of the Company.

Save as disclosed in Appendix II, the candidates for shareholder representative Supervisors and the employee representative Supervisor mentioned above have not involved in any matter which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

8. Proposed Grant of General Mandate for the Issuance of Shares

A special resolution will be proposed at the AGM to approve the general mandate for the issuance of Shares.

- 8 -

LETTER FROM THE BOARD OF DIRECTORS

To guarantee the flexibility and the rights to handle the issuance of new Shares for the Board of Directors, the Company proposed to grant a general mandate to the Board of Directors to allot, issue and deal with the Domestic Shares and H Shares which, each of them, shall not exceed 20% of the respective aggregate number of the Domestic Shares and H Shares in issue of the Company at the date of the passing of this resolution. As at the Latest Practicable Date, issued share capital of the Company comprises 226,200,000 Domestic Shares and 653,767,700 H Shares. Upon the passing of the resolution of general mandate to issue Shares, and on the basis that no further Shares are issued before holding the AGM, the Company may issue a maximum of 45,240,000 Domestic Shares and 130,753,540 H Shares.

Details of the general mandate proposed to be granted to the Board of Directors are as follows:

  1. the Board of Directors be granted an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company, whether Domestic Shares or H Shares, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
    1. such mandate shall not exceed beyond the Relevant Period save that the Board of Directors may during the Relevant Period make or grant offers, agreements, or options which might require the exercise of such powers after the end of the Relevant Period;
    2. the aggregate number of shares allotted or granted conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board of Directors shall not exceed:
      1. 20% of the aggregate number of Domestic Shares in issue as at the date of the passing of this resolution; and/or
      2. 20% of the aggregate number of H Shares in issue as at the date of the passing of this resolution; and
    3. the Board of Directors will only exercise its power under such mandate in accordance with the Company Law and the Listing Rules (may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or relevant PRC government authorities are obtained;

For the purpose of this resolution:

''Domestic Shares'' means the ordinary shares issued by the Company in the PRC, with a nominal value of RMB1.00 each, which are subscribed for in RMB;

''H Shares'' means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HKD;

- 9 -

LETTER FROM THE BOARD OF DIRECTORS

''Relevant Period'' means the period from the passing of the resolution until the earliest of:

    1. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
    2. the expiration of the 12-month period following the passing of this resolution; or
    3. the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
  1. subject to the Board of Directors resolving to issue shares pursuant to subparagraph
    (1) of this resolution, the Board of Directors be authorised to:
  1. approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including, without limitation determining, the time and place of issuance, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement);
  2. determine the use of proceeds and make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities; and
  3. increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this resolution, to register the increase of capital with the relevant authorities in the PRC and to make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase and any other changes in the registered capital of the Company.

9. Proposed Grant of General Mandate to Repurchase H Shares

In order to provide flexibility to the Directors in any event that it becomes desirable to repurchase H Shares, approval is proposed to be sought from the Shareholders for the grant of the Repurchase Mandate to the Board of Directors. In accordance with the requirements under the Company Law, the Mandatory Provisions and the Articles of Association, the Company is required to convene the AGM and Class Meetings to seek the aforesaid approval from the Shareholders. At each of the meetings, special resolution(s) will be proposed for the relevant Shareholders to consider and, if thought fit, to approve, among other things, (i) the grant of a conditional general mandate to the Directors to repurchase H Shares in issue on the Stock Exchange with an aggregate nominal value of not exceeding 10% of the aggregate nominal value of H Shares in issue as at the date of passing of such special resolution(s); and (ii) the authorization to the Directors to do all such deeds, acts, matters and things necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares, including, among others, to amend the Articles of Association and to cancel the H Shares repurchased upon the exercise of such general mandate.

- 10 -

LETTER FROM THE BOARD OF DIRECTORS

The Repurchase Mandate will be conditional upon (a) the special resolution(s) for approving the grant of the Repurchase Mandate being passed at each of the AGM and Class Meetings; and (b) the approvals of and/or filings with SAFE (or its successor authority) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company, if appropriate. If the above conditions are not fulfilled, the Repurchase Mandate will not be exercisable by the Directors.

The Repurchase Mandate will expire on the earlier of (a) the conclusion of the next annual general meeting of the Company; or (b) the expiry of a period of twelve months following the passing of the relevant resolution(s) at the AGM and Class Meetings; or (c) the date on which the authority conferred by the special resolution(s) is revoked or varied by a special resolution of the Shareholders in a general meeting or by special resolutions of H Shareholders or Domestic Shareholders at their respective Class Meeting.

The H Shares which may be repurchased by the Company pursuant to the Repurchase Mandate shall not exceed 10% of the aggregate nominal value of H Shares in issue as at the date of passing of the special resolution(s) approving the Repurchase Mandate at the AGM and Class Meetings.

The Repurchase Mandate shall not be exercisable at any time after inside information has come to the Company's knowledge until the information is made publicly available.

The Repurchase Mandate shall not be exercisable by the Company during the period of one month immediately preceding the earlier of:

  1. the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company's results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
  2. the deadline for the Company to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement.

In accordance with the requirements of Article 28 of the Articles of Association applicable to capital reduction, the Company will have to notify its creditors of the passing of the resolution(s) for the reduction of the registered capital of the Company. In addition, the Company Law provides that the shares repurchased by a company for the purpose of reducing its share capital will have to be cancelled and the registered capital of that company will therefore be reduced by an amount equivalent to the aggregate nominal value of the shares so cancelled. In the event of a reduction of registered capital, the Company shall inform its creditors by way of written notice and announcement within a prescribed period after the passing of the relevant resolution(s) approving such reduction. The creditors shall be entitled to request the Company for repayment of loan and/or provision of guarantee. The statutory

- 11 -

LETTER FROM THE BOARD OF DIRECTORS

notification requirement allows the creditors an opportunity for the recovery and/or security of the debt (in particular for those unsecured debts) where the Company's registered capital is to be reduced.

An explanatory statement giving certain information regarding the Repurchase Mandate is set out in Appendix III to this circular.

III. AGM AND VOTING METHOD

A notice convening the AGM of the Company to be convened and held at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC, at 10:00 a.m. on Friday, 4 June 2021, is set out on pages 14 to 17 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Company and the Stock Exchange.

To the best knowledge and belief of the Company, no Shareholder shall be required to abstain from voting at the AGM.

Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's Board office at Securities Department, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC (for holders of Domestic Shares) or to the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares). In any event, such form of proxy must be returned no later than 24 hours before the time appointed for the AGM (i.e. before 10:00 a.m. on Thursday, 3 June 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending, and voting in person at the AGM or any adjournment thereof if you so desire.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions set out in the notice of the AGM shall be voted by poll. Voting by the Shareholders may be given either personally or by proxy.

IV. 2021 FIRST H SHAREHOLDERS CLASS MEETING AND VOTING METHOD

The 2021 First H Shareholders Class Meeting will be convened and held at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC, at 11:00 a.m. on Friday, 4 June 2021 (or immediately after the conclusion of the AGM or any adjournment thereof) for H Shareholders to consider and, if thought fit, to approve, among other things, (i) the grant of a conditional general mandate to the Directors to repurchase H Shares in issue on the Stock Exchange with an aggregate nominal value of not exceeding 10% of the aggregate nominal value of H Shares in issue as at the date of passing of such special resolution; and (ii) the authorization to the Directors to do all such deeds, acts, matters and things necessary or

- 12 -

LETTER FROM THE BOARD OF DIRECTORS

desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares, including, among others, to amend the Articles of Association and to cancel the H Shares repurchased upon the exercise of such general mandate.

To the best knowledge and belief of the Company, no H Shareholder shall be required to abstain from voting at the 2021 First H Shareholders Class Meeting.

A notice convening the 2021 First H Shareholders Class Meeting is set out on pages 18 to 19 of this circular. The form of proxy for use at the 2021 First H Shareholders Class Meeting is also enclosed. Such form of proxy is also published on the websites of the Company and the Stock Exchange.

Whether or not you intend to attend the 2021 First H Shareholders Class Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the 2021 First H Shareholders Class Meeting (or any adjournment thereof) (i.e. before 11:00 a.m. on Thursday, 3 June 2021). Completion and return of the form of proxy shall not preclude you from attending, and voting in person at the 2021 First H Shareholders Class Meeting or any adjournment thereof if you so desire.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions set out in the notice of the 2021 First H Shareholders Class Meeting shall be voted by poll. Voting by the Shareholders may be given either personally or by proxy.

  1. RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS

In order to qualify for attending and voting at the AGM and 2021 First H Shareholders Class Meeting all unregistered shareholders of the Company shall lodge transfer documents together with the relevant share certificates with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration before 4:30 p.m. on Monday, 31 May 2021. The Shareholders whose names appear on the register of members of the Company at the close of business on Monday, 31 May 2021 are entitled to attend the AGM and 2021 First H Shareholders Class Meeting.

VI. RECOMMENDATION

The Board of Directors considers that the above-mentioned resolutions are in the interests of the Company and the Shareholders as a whole, and thereby recommends the Shareholders to vote in favour of the resolutions at the AGM and 2021 First H Shareholders Class Meeting.

Yours faithfully

On behalf of the Board of Directors

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

TANG Xinfa

Chairman

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

宜 昌 東 陽 光 長 江 藥 業 股 份 有 限 公 司

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

(Stock Code: 01558)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. (the ''Company'') will be held at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the People's Republic of China, at 10:00 a.m. on Friday, 4 June 2021 to consider and, if thought fit, to pass the following resolutions. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company (the ''Circular'') dated 16 April 2021.

ORDINARY RESOLUTIONS

  1. To review and approve the report of the Board of Directors for the year ended 31 December 2020.
  2. To review and approve the report of the Board of Supervisors for the year ended 31 December 2020.
  3. To review and approve the consolidated financial statements of the Company for the year ended 31 December 2020.
  4. To review and approve the 2020 annual report of the Company.
  5. To review and approve the re-appointment of KPMG as auditor of the Company for a term until the conclusion of the next annual general meeting of the Company, and authorize the Board of Directors to determine its remuneration.
  6. To review and approve the election of Mr. Jiang Juncai as an executive director for the third session of the Board of Directors.
  7. To review and approve the election of Mr. Wang Danjin as an executive director for the third session of the Board of Directors.
  8. To review and approve the election of Mr. Chen Yangui as an executive director for the third session of the Board of Directors.
  9. To review and approve the election of Mr. Li Shuang as an executive director for the third session of the Board of Directors.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

  1. To review and approve the election of Mr. Tang Xinfa as a non-executive director for the third session of the Board of Directors.
  2. To review and approve the election of Mr. Eddy Huang as a non-executive director for the third session of the Board of Directors.
  3. To review and approve the election of Mr. Tang Jianxin as an independent non- executive director for the third session of the Board of Directors.
  4. To review and approve the election of Mr. Zhao Dayao as an independent non- executive director for the third session of the Board of Directors.
  5. To review and approve the election of Ms. Xiang Ling as an independent non- executive director for the third session of the Board of Directors.
  6. To review and approve the election of Mr. Li Xuechen as an independent non- executive director for the third session of the Board of Directors.
  7. To review and approve the election of Mr. Tang Jinlong as a shareholder representative supervisor for the third session of the Board of Supervisors.
  8. To review and approve the election of Mr. Luo Zhonghua as a shareholder representative supervisor for the third session of the Board of Supervisors.

SPECIAL RESOLUTIONS

  1. To consider and approve the general mandates to the Board to issue Shares.
  2. To consider and approve the general mandates to the Board to repurchase H Shares.

Details of the above resolutions submitted to the AGM and information of the candidates of the third session of the Board of Directors and of the third session of the Board of Supervisors are set out in the Circular and is available for viewing on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.hec-changjiang.com).

On behalf of the Board

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

TANG Xinfa

Chairman

Hubei, the PRC

16 April 2021

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. In order to determine the list of Shareholders who will be entitled to attend and vote at the AGM to be held on Friday, 4 June 2021, the registers of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021, both days inclusive, during which period no transfer of shares will be effected. Shareholders whose names appear on the registers of members of the Company at the close of business on Monday, 31 May 2021 shall be entitled to attend and vote at the AGM. In order for the Shareholders to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Board office at Securities Department, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC, for holders of domestic shares, or the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for holders of H Shares no later than 4:30 p.m. on Monday, 31 May 2021 for registration.
  2. Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the AGM (or any adjournment thereof) on his behalf. A proxy need not be a Shareholder.
  3. Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant Shareholder or by a person duly authorized by the relevant Shareholder in writing (''power of attorney''). If the form of proxy is signed by the person authorized by the relevant Shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder appoints a person other than its legal representative to attend the AGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate Shareholder or duly signed by its director or any other person duly authorized by that corporate Shareholder as required by the articles of association of such company.
  4. To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note 3 above must be delivered to the Company's Board office at Securities Department, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC for holders of Domestic Shares, or the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for holders of H Shares not less than 24 hours before the time appointed for the AGM (or any adjournment thereof) (i.e. before 10:00 a.m. on Thursday, 3 June 2021).
  5. A Shareholder or his proxy should produce proof of identity when attending the AGM (or any adjournment thereof). If a corporate Shareholder's legal representative or any other person duly authorized by such corporate Shareholder attends the AGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).
  6. The AGM (or any adjournment thereof) is expected to last less than one day. Shareholders or their proxies who attend the AGM (or any adjournment thereof) shall bear their own travelling, meal and accommodation expenses.
  7. The Company's principal place of business in the PRC is situated at:
    No. 38 Binjiang Road, Yidu, Yichang, Hubei Province, the PRC Tel No.: 86-769-81768886
    Fax No.: 86-769-81768866
    The address of the Company's H share registrar, Computershare Hong Kong Investor Services Limited is:
    Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Tel No.: 852-2862-8555
    Fax No.: 852-2865-0990

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

8. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

As at the date of this notice, the Board consists of Mr. JIANG Juncai, Mr. WANG Danjin, Mr. CHEN Yangui and Mr. LI Shuang as executive Directors; Mr. TANG Xinfa and Mr. Eddy HUANG as non-executive Directors; and Mr. TANG Jianxin, Mr. ZHAO Dayao, Ms. XIANG Ling and Mr. LI Xuechen as independent non-executive Directors.

- 17 -

NOTICE OF 2021 FIRST H SHAREHOLDERS CLASS MEETING

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

宜 昌 東 陽 光 長 江 藥 業 股 份 有 限 公 司

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

(Stock Code: 01558)

NOTICE OF 2021 FIRST H SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2021 first H shareholders class meeting (the ''2021 First H Shareholders Class Meeting'') of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. (the ''Company'') will be held at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the People's Republic of China, at 11:00 a.m. on Friday, 4 June 2021 (or immediately after the conclusion of the annual general meeting of the Company to be convened on the same day or any adjournment thereof) to consider and, if thought fit, to approve the following resolution. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 16 April 2021 (the ''Circular'').

SPECIAL RESOLUTION

1. To consider and approve the general mandates to the Board to repurchase H Shares.

Details of the above resolution submitted to the 2021 First H Shareholders Class Meeting are set out in the Circular and is available for viewing on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.hec-changjiang.com).

On behalf of the Board

YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

TANG Xinfa

Chairman

Hubei, the PRC

16 April 2021

- 18 -

NOTICE OF 2021 FIRST H SHAREHOLDERS CLASS MEETING

Notes:

  1. In order to determine the list of Shareholders who will be entitled to attend and vote at the 2021 First H Shareholders Class Meeting of the Company to be held on Friday, 4 June 2021, the H share registers of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021 (both days inclusive), during which period no transfer of shares will be effected. Shareholders whose names appear on the H share registers of members of the Company at the close of business on Monday, 31 May 2021 shall be entitled to attend and vote at the 2021 First H Shareholders Class Meeting. In order for the H Shareholders to qualify to attend and vote at the 2021 First H Shareholders Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, for holders of H Shares no later than 4:30 p.m. on Monday, 31 May 2021 for registration.
  2. H Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the 2021 First H Shareholders Class Meeting (or any adjournment thereof) on his behalf. A proxy needs not be a Shareholder.
  3. H Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant H Shareholder or by a person duly authorized by the relevant H Shareholder in writing (''power of attorney''). If the form of proxy is signed by the person authorized by the relevant H Shareholder as aforesaid, the relevant Power of Attorney and other relevant documents of authorization (if any) must be notarized. If a corporate H Shareholder appoints a person other than its legal representative to attend the 2021 First H Shareholders Class Meeting (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate H Shareholder or duly signed by its director or any other person duly authorized by that corporate H Shareholder as required by the articles of association of the company.
  4. To be valid, the form of proxy and the relevant notarized Power of Attorney (if any) and other relevant documents of authorization (if any) as mentioned in note 3 above must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for the 2021 First H Shareholders Class Meeting (or any adjournment thereof) (i.e. before 11:00 a.m. on Thursday, 3 June 2021).
  5. H Shareholder or his proxy should produce proof of identity when attending the 2021 First H Shareholders Class Meeting (or any adjournment thereof). If a corporate H Shareholder's legal representative or any other person duly authorized by such corporate H Shareholder attends the 2021 First H Shareholders Class Meeting (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as a legal representative or the valid authorization document (as the case may be).
  6. The 2021 First H Shareholders Class Meeting (or any adjournment thereof) is expected to last less than one day. H Shareholders or their proxies who attend the 2021 First H Shareholders Class Meeting (or any adjournment thereof) shall bear their own travelling, meal and accommodation expenses.
  7. The address of the Company's H share registrar, Computershare Hong Kong Investor Services Limited is:
    Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong Tel No.: 852-2862-8555
    Fax No.: 852-2865-0990
  8. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

As at the date of this notice, the Board consists of Mr. JIANG Juncai, Mr. WANG Danjin, Mr. CHEN Yangui and Mr. LI Shuang as executive Directors; Mr. TANG Xinfa and Mr. Eddy HUANG as non-executive Directors; and Mr. TANG Jianxin, Mr. ZHAO Dayao, Ms. XIANG Ling and Mr. LI Xuechen as independent non-executive Directors.

- 19 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

Biographical details of the candidates for Directors of the third session of the Board of Directors are set out below:

CANDIDATES FOR EXECUTIVE DIRECTORS

Mr. Jiang Juncai (蔣均才), aged 39, is an executive Director and the general manager of the Company. He joined the Company in May 2015 and has served as an executive Director since then. He is a member of the Remuneration and Evaluation Committee of the Board of Directors (the ''Remuneration and Evaluation Committee'').

Mr. Jiang served as a director of Yidu HEC Industrial Development Co., Ltd. (宜都市東 陽光實業發展有限公司) from March 2012 to May 2015. Prior to that, Mr. Jiang was a director of Yichang Shancheng Cordyceps Sinensis Co., Ltd. (宜昌山城水都冬蟲夏草有限公司) from March 2012 to July 2015, and successively served as a researcher at the biochemistry division, a researcher and deputy head of the traditional Chinese medicine division and the deputy head of the zoological and botanical division of Sunshine Lake Pharma Co., Ltd. (廣東東陽光藥業 有限公司) from July 2006 to May 2012.

Mr. Jiang graduated with a master's degree in science from Shenyang Pharmaceutical University (瀋陽藥科大學) in June 2006.

As at the Latest Practicable Date, Mr. Jiang holds 66,800 H shares of the Company.

Mr. Wang Danjin (王丹津), aged 51, is an executive Director and a deputy general manager of the Company. He joined the Company in February 2006, and has served as an executive Director since then.

Mr. Wang has also served as a supervisor of HEC Pharm Co., Ltd. (宜昌東陽光藥業股份 有限公司) from December 2010 to July 2015, and a director of Yichang HEC Pharmaceutical Co., Ltd. (宜昌東陽光醫藥有限公司) from April 2006 to January 2018. Prior to joining the Company, Mr. Wang was the head of production department of Jilin Tonghua Dongri Pharmaceutical Joint Stock Co., Ltd. (吉林省通化東日藥業股份有限公司) from March 2002 to January 2006, and a technologist at Liaoning Dandong Pharmaceutical Factory (遼寧省丹東製 藥廠 ) from November 1991 to February 2002.

Mr. Wang graduated with a bachelor's degree from Shenyang Pharmaceutical University (瀋陽藥科大學) through correspondence courses in January 2008. He is recognised as a licensed pharmacist by Ministry of Human Resources and Social Security of the People's Republic of China (formerly known as Ministry of Personnel of the People's Republic of China), and was recognised as a pharmacist-in-charge by Bureau of Human Resources and Social Security of Dandong (formerly known as Bureau of Personnel of Dandong (丹東市人事 局)) in October 2001.

As at the Latest Practicable Date, Mr. Wang holds 67,200 H shares of the Company.

- 20 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

Mr. Chen Yangui (陳燕桂), aged 39, is an executive Director. He joined the Company in May 2014, serving as the head of the sales department. Mr. Chen has served as an executive Director since May 2015.

In addition, Mr. Chen has served as the chairman and general manager of Yidu Guijun Pharmaceutical Technology Co., Ltd (宜都桂鈞醫藥科技有限公司) since May 2019. Mr. Chen has served as an executive director of Dongguan Yangzhikang Pharmaceutical Co., Ltd. (東莞 市陽之康醫藥有限責任公司) since August 2018, has also served as a general manager and an executive director of Yichang HEC Pharmaceutical Co., Ltd. (宜昌東陽光醫藥有限公司) since March 2016 and January 2018, respectively, a legal representative of Yichang HEC Pharmaceutical Co., Ltd. (宜昌東陽光醫藥有限公司) since January 2018, a director of Dongguan HEC TaiGen Biopharmaceuticals Co., Ltd. (東莞東陽光太景醫藥研發有限責任公 司) since January 2017, a supervisor of Ruyuan HEC Medical Instrument Co., Ltd. (乳源東陽 光醫療器械有限公司) since July 2012 and a director of Ruyuan HEC Pharmaceutical Co., Ltd. (乳源東陽光藥業有限公司) since March 2010. Mr. Chen joined Dongguan HEC Medicine Development and Research Co., Ltd. (東莞東陽光藥物研發有限公司) in 2005, and successively held positions as a researcher, the deputy head of research and development department and the head of synthesis department before he was appointed as the deputy head of research institute and the head of generic drug department.

Mr. Chen graduated with a master's degree in science from Hunan University (湖南大學) in June 2006.

As at the Latest Practicable Date, Mr. Chen holds 66,400 H shares of the Company.

Mr. Li Shuang (李爽), aged 40, is an executive Director and the deputy general manager of the Company. He joined the Company in August 2005 and worked as a member of the insulin research team. He has served as the deputy general manager of the Company since May 2015 and served as an executive Director since June 2018.

Mr. Li has also served as the deputy head of the Company's insulin factory since October 2013 and the head of active pharmaceutical ingredient department of that factory since February 2006. Mr. Li was the head of purification department of the Company's insulin factory from December 2008 to September 2013.

Mr. Li graduated with a bachelor's degree in engineering from China Three Gorge University (三峽大學) in June 2004.

As at the Latest Practicable Date, Mr. Li holds 66,800 H shares of the Company.

- 21 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Tang Xinfa (唐新發), aged 51, is the chairman of the Board of Directors and a non- executive Director. He joined the Company in May 2015 and has served as a non-executive Director since then. He is a member of the Audit Committee of the Board of Directors (the ''Audit Committee'').

Mr. Tang has extensive working experience in the following companies or entities:

Name of Company/

Period

Entity

Position

Principal Function

Since September

Yidu Tang Junyi

executive director

Corporate

2019

Health Industry

and general

management and

Development Co.,

manager

decision-making

Ltd. (宜都唐俊義健

康產業

發展有限公司)

Since September

Yidu Tang Juntao

executive director

Corporate

2019

Pharmaceutical

and general

management and

Technology Co., Ltd.

manager

decision-making

(宜都唐俊濤醫藥

科技有限公司)

Since September

Ruyuan Yao

Legal representative

Corporate

2019

Autonomous County

and executive

management and

Taidong

director

decision-making

Pharmaceutical Co.,

Ltd.

(乳源瑤族自治縣泰

東藥業有限公司)

Since April 2019

Guangdong HEC

Vice chairman and

Corporate

Technology Holding

executive director

management and

Co., Ltd.

decision-making

(廣東東陽光科技控

股股份有限公司)

Since August 2018 Dongguan Dong Yang

director and

Corporate

Guang Gaoneng

manager

management and

Medical Equipment

decision-making

Co., Ltd. (東莞東陽

光高能醫療設備

有限公司)

- 22 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

Name of Company/

Period

Entity

Position

Principal Function

Since January 2017 Dongguan HEC TaiGen

Legal

Corporate

Biopharmaceuticals

representative,

management and

Co., Ltd. (東莞東陽

chairman of the

decision-making

光太景醫藥研發

board of directors

有限責任公司)

and director

From March 2016

Shenzhen HEC

Director

Corporate

to September

Pharmaceutical Co.,

management and

2020

Ltd. (深圳市東陽光

decision-making

藥業有限公司)

Since December

Linzhi HEC

Legal representative

Corporate

2016

Pharmaceutical

and director

management and

Research Co., Ltd.

decision-making

(林芝東陽

光藥業研發有限

公司)

Since November

Shenzhen HEC

Director and

Corporate

2015

Industrial

general manager

management and

Development Co.,

decision-making

Ltd.

(深圳市東陽光實業

發展有限公司)

Since December

Yichang HEC Research

Legal

Corporate

2014

Co., Ltd. (宜昌東陽

representative,

management and

光藥研發有限公司)

executive director

decision-making

and general

manager

Since March 2011

Yichang HEC Pharm

Director

Corporate

Co., Ltd. (宜昌東陽

management and

光藥業股份

decision-making

有限公司)

Since October 2010

Dongguan HEC

Legal

Corporate

Medicine

representative,

management and

Development and

chairman of the

decision-making

Research Co., Ltd.

board of directors

(東莞東陽光藥物

and manager

研發有限公司)

- 23 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

Name of Company/

Period

Entity

Position

Principal Function

From May 2010 to

Yichang HEC

Director

Corporate

August 2020

Pharmaceutical Co.,

management and

Ltd. (宜昌東陽光健

decision-making

康藥業有限公司)

(formerly known as

Linzhi HEC

Pharmaceutical

Investment Co., Ltd.

(林芝東陽光藥業

投資有限公司))

From September

Ruyuan HEC

Director

Corporate

2009 to April

Pharmaceutical Co.,

management and

2018

Ltd. (乳源東陽光藥

decision-making

業有限公司)

Since September

Guangdong Southern

Director

Corporate

2008

China Advanced

management and

Pharmaceutical Co.,

decision-making

Ltd (廣東華南新藥創

製有限公司)

Since September

Sunshine Lake Pharma

Director

Corporate

2005

Co., Ltd. (廣東東陽

management and

光藥業有限公司)

decision-making

Since December

Dongguan HEC

Legal

Corporate

2004

Industrial

representative,

management and

Development Co.,

chairman of the

decision-making

Ltd. (東莞市東陽光

board of directors

實業發展有限公司)

and manager

From September

Shenzhen HEC

Chief of the office

Corporate

2002 to

Industrial

management and

September 2005

Development Co.,

decision-making

Ltd. (深圳市東陽光

實業發展有限公司)

- 24 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

Mr. Tang received a master's degree in literary aesthetics from the Department of Chinese of Xiamen University (廈門大學) in September 2002.

As at the Latest Practicable Date, Mr. Tang holds 130,400 H shares of the Company.

Mr. Eddy Huang (黃翊), aged 45, was appointed as a non-executive Director on 20 February 2019. He is a member of the Nomination Committee of the Board of Directors (the ''Nomination Committee'').

Mr. Huang is a senior managing director of Blackstone's Private Equity Group. Prior to joining Blackstone, Mr. Huang was a managing director at Morgan Stanley Private Equity Asia where he focused on private equity investments in China. Mr. Huang received an M.B.A. from Harvard Business School in 2002 and a B.A. from Yale University in 1997.

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Tang Jianxin (唐建新), aged 56, was appointed as an independent non-executive Director in May 2015. He is the chairman of the Audit Committee and a member of the Remuneration and Evaluation Committee.

Mr. Tang is currently an independent director of Pingdingshan Tianan Coal Mining Co., Ltd. (平頂山天安煤業股份有限公司) (Shanghai Stock Exchange (''SSE'') stock code: 601666) (since May 2013), an independent director of Hunan Tea Group Co., Ltd. (湖南省茶業集團股 份有限公司) (since May 2015), a supervisor of Wuhan Jihua Jirui Financial Consulting Co., Ltd. (武漢市吉華吉瑞財務諮詢有限責任公司) (since December 2017), an independent director of Wuhan Ligong Guangke CO. Ltd. (武漢理工光科股份有限公司) (Shenzhen Stock Exchange (''SZSE'') stock number: 300557) (since July 2019), an independent director of Wuhan Boiler Co., Ltd. (武漢鍋爐股份有限公司) (New Third Board stock number: 420063) (since October 2019), an independent director of Zhejiang Reclaim Construction Group Co., Ltd. (浙江省圍海 建設集團股份有限公司) (SZSE stock number: 002586) (since January 2020), and an independent director of Wuhan Department Store Group (武商集團股份有限公司) (SZSE Stock number: 000501) (since July 2020).

Moreover, Mr. Tang was an independent director of Sino Great Wall Co., Ltd. (神州長城 股份有限公司) (SZSE stock number: 000018) from December 2015 to December 2018, an independent director of Zhongbai Holdings Group Co., Ltd. (中百控股集團股份有限公司) (SZSE stock code: 000759) from December 2011 to December 2017 and an independent director of Shenzhen Huapengfei Modern Logistics Co., Ltd. (深圳市華鵬飛現代物流股份有限 公司) (SZSE stock code: 300350) from August 2010 to August 2016. He was an independent director of Wuhan Sanzhen Industry Holding Co., Ltd. (武漢三鎮實業控股股份有限公司) (SSE stock code: 600168) from June 2009 to June 2015 and an independent director of Wuhan Zhongnan Commercial (Group) Co., Ltd. (武漢中商集團股份有限公司) (SZSE stock code: 000785) from May 2008 to May 2014. Prior to that, Mr. Tang served as an independent director of Wuhan Accelink Technologies Co., Ltd. (武漢光迅科技股份有限公司) (SZSE stock code: 002281) from September 2006 to September 2009 and an independent director of Hubei Chutian Expressway Co., Ltd (湖北楚天高速公路股份有限公司) (SSE stock code: 600035) from April 2002 to April 2008. Mr. Tang has been a professor of the Accounting Department

- 25 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

of Economics and Management School of Wuhan University since 2004 and a doctoral tutor at Wuhan University (武漢大學) since 2006. He served as the dean of Accounting Department of Economics and Management School in the same university from 2005 to 2015. He worked for the postdoctoral research center of the accounting department of Renmin University of China (中國人民大學) from 2000 to 2002.

Mr. Tang received his bachelor's degree from the Economics Department of Wuhan University in June 1985, and then obtained a master's degree in economics and a doctoral degree in economics from Wuhan University in September 1988 and January 1999 respectively. Mr. Tang was granted independent auditor qualifications by the National Audit Office of the People's Republic of China in December 1992, and Certified Public Valuer qualification by the Chinese Institute of Certified Public Valuers in December 1996.

Mr. Zhao Dayao (趙大堯), aged 64, was appointed as an independent non-executive Director on 11 October 2019. He is the chairman of the Nomination Committee and a member of the Audit Committee.

Mr. Zhao holds a bachelor's degree in Neurology and Pediatrics from Beijing University Medical School and a doctoral degree in Science in Neurobiology from Harvard Medical School. Mr. Zhao has been the chief executive officer of Affamed Therapeutics (Shanghai) Co. Ltd (上海艾邁醫藥科技有限公司) since 2020. He served as the chief executive officer of Eucure (Beijing) Biopharma Co., Ltd (佑和醫藥科技(北京)有限公司) from September 2019 to July 2020. He has extensive experience in drug discovery and development. Since January 2016, Mr. Zhao has been the general manager of Pfizer China R & D Center Shanghai, Wuhan and Beijing. He was also the head of Pfizer's Drug R & D Organization in China, which was fully responsible for all clinical development of Pfizer for the Chinese and the global markets. From 2011 to 2015, Mr. Zhao was the head of China R & D of Johnson & Johnson's pharmaceutical division. He established the operating model of R & D and scientific affairs and shaped a clear vision for such model to support the new Johnson & Johnson strategy, bringing together several groups from both Johnson & Johnson China and the Asia R & D center into one end-to-end R & D organization based in China. He led Johnson & Johnson China R & D to conduct numerous clinical trials and registered many new products in China and around the world.

Prior to joining Johnson & Johnson, Mr. Zhao was a group vice president at Genzyme Corporation. He headed up Genzyme Corporation's Japan-Asia Pacific R & D where he had overall responsibilities for Clinical Development, Pharmacovigilance, medical affairs and regulatory affairs. His role included the responsibility for all phases I to IV studies in the region. In addition, he had accountability for Genzyme Corporation's Quality Council for the region.

Prior to his position at Genzyme Corporation, Mr. Zhao worked at Pfizer's R & D Center, where he was responsible for exploration and clinical development, and led the central nervous system clinical development team in North America at Novartis.

- 26 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

Ms. Xiang Ling (向凌), aged 39, was appointed as an independent non-executive Director on 5 June 2020. She is the chairman of the Remuneration and Evaluation Committee and a member of the Nomination Committee.

Ms. Xiang graduated from the Law School of Hunan Normal University (湖南師範大學法 學院) in 2003 with a bachelor's degree in law. She further obtained a master's degree in Laws (International Economic Law) from the Law School of Sun Yat-sen University (中山大學) in 2006 and a doctoral degree of Judicial Science (Theory of Law) (法學博士 (法學理論) 學位) from the Law School of Sun Yat-sen University (中山大學) in 2013.

Ms. Xiang has been teaching at the School of Law of Guangdong University of Finance since July 2006. Her research mainly covers contract law, company law, intellectual property law, and international economic law. Currently, she takes lead of 2 provincial-level research topics, and has participated as a main participant in the projects of National Social Science Foundation (國家社科基金項目), the projects of Humanities and Social Sciences Research Foundation of the Ministry of Education (教育部人文社科基金項目), and the projects of several provincial-level research topics. She has published more than ten papers in core journals such as Political Science and Law ( 政治與法律》), Intellectual Property(知識產 權》), Academics in China ( 學術界》), Social Sciences in Guangdong ( 廣東社會科學》), Journal of Hunan University ( 湖南大學學報》), and Presentday Law Science ( 時代法學》).

Ms. Xiang participated and successfully graduated in the 97th Independent Director Training (97期獨立董事培訓) held by the Shenzhen Stock Exchange in September 2018 and was eligible to be incumbent as an independent director of a listed company.

Ms. Xiang has been an independent director of SGIS Songshan Co., Ltd. (廣東韶鋼松山 股份有限公司) since June 2019, whose shares are listed on the Shenzhen Stock Exchange (stock code: 000717). She is currently an executive director (常務理事) of the Intellectual Property Committee (知識產權學會) of the Guangdong Province Law Society (廣東省法學會),

  1. director (理事) of the Financial Law Research Committee (金融法學研究會) of the Guangdong Province Law Society, a director of the International Law Research Committee (國 際法學研究會) of the Guangdong Province Law Society, a director of the Economic Law Research Committee (經濟法學研究會) of the Guangdong Province Law Society, a director of the Guangzhou Law Society, Tianhe District (廣州市天河區法學會), a director of the fifth council of The Association of Registered Tax Agents of Guangdong Province (廣東省註冊稅務 師協會第五屆理事會), a consultant on the area of marine rights and interests (海洋權益諮詢專 家) of the South China Sea Branch of State Oceanic Administration, a legal consultant of Guangdong Xuping Jewelry Co., Ltd. (廣東旭平首飾有限公司) and a part-time lawyer of the Legal Aid Center of Guangdong University of Finance (廣東金融學院法律援助中心).

- 27 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

PROPOSED FOR APPOINTMENT

Mr. Li Xuechen (李學臣), aged 44, was appointed as an independent non-executive Director on 25 September 2020.

Mr. Li graduated from the College of Chemistry of the Nankai University (南開大學) with a bachelor's degree of Chemistry in 1999. He further obtained a master's degree of Chemistry from the Science Faculty of University of Alberta in 2003 and a doctoral degree of Chemistry and Chemical Biology from the Division of Science of Harvard University in 2006.

From 2007 to 2009, Mr. Li worked for a post-doctoral research at the Memorial Sloan- Kettering Cancer Center, USA, responsible for research on chemistry and pharmacy. Mr. Li has been teaching in the Faculty of Science of the University of Hong Kong, his research area principally involves chemical biology and medicinal chemistry since July 2009.

Mr. Li has been a member of The Hong Kong Young Academy of Sciences since January 2020. In 2017, Mr. Li was awarded a Croucher Senior Research Fellowship by the Croucher Foundation. In 2018, Mr. Li received the Outstanding Researcher Award from the University of Hong Kong.

As at the Latest Practicable Date, Mr. Li holds 4,000 H shares of the Company.

- 28 -

APPENDIX II

BIOGRAPHICAL DETAILS OF THE SUPERVISORS

PROPOSED FOR APPOINTMENT

Biographical details of the candidates for shareholder representative Supervisors and the employee representative Supervisor for the third session of the Board of Supervisors are set out below:

Mr. Tang Jinlong (唐金龍), aged 52, was appointed as a Supervisor of the Company on 6 June 2019 and has been the chairman of the Board of Supervisors since then. He joined the Company in July 2001 as deputy head (副部長) of the development department and served as the chairman of the Board of Supervisors since 6 June 2019. He was the head of development department from June 2003 to July 2004 and chief engineer from August 2004 to January 2008. Mr. Tang was the deputy general manager of Yidu HEC Biochemical Manufacturing Co., Ltd. (宜都東陽光生化製藥有限公司) from March 2006 to December 2010 and the factory manager of Hecheng factory (合成分廠廠長) from January 2008 to December 2010. Mr. Tang has been the director of HEC Pharm Co., Ltd. (宜昌東陽光藥業股份有限公司) since June 2015, the chairman and legal representative of YiChang HEC Biochemical API Co., Ltd. (宜昌 東陽光化學原料藥有限公司) and the director of Yichang HEC Pharmaceutical Manufacturing Co., Ltd. (宜昌東陽光製藥有限公司) since February 2018. Mr. Tang is the standing committee member of 6th, 7th and 8th Yidu City Committee of the Chinese People's Political Consultative Conference (宜都市政協常委).

Mr. Tang has obtained a bachelor's degree in chemistry and pharmacy (化學製藥學士學 位) in Wuhan Institute of Technology (武漢工程大學) in June 1990.

Mr. Luo Zhonghua (羅忠華), aged 37, is currently the shareholder representative Supervisor of the Company. He joined Dongguan HEC Medicine Development and Research Co., Ltd. (東莞東陽光藥物研發有限公司) (a subsidiary of Shenzhen HEC Industrial Development Co., Ltd. (深圳市東陽光實業發展有限公司), the controlling shareholder of the Company, since June 2005 to engage in the research and development of APIs. He is currently the head of the generic drug API synthesis department and deputy head of the generic drug division in Dongguan HEC Medicine Development and Research Co., Ltd. (東莞東陽光藥物研 發有限公司). He has been the legal representative and general manager of YiChang HEC Pharmaceutical Manufacturing Co., Ltd. (宜昌東陽光製藥有限公司), a wholly-owned subsidiary of the Company since February 2018, and is responsible for the preparation of the production base of biochemical APIs.

Mr. Luo graduated with a bachelor's degree in pharmaceutical engineering from the Central South University in June 2005, a master's degree in pharmaceutical analysis from Sun Yat-sen University in 2015 and a doctoral degree in biology pharmaceuticals from South China University of Technology (華南理工大學) in August 2020.

As at the Latest Practicable Date, Mr. Luo holds 66,800 H shares of the Company.

Mr. Wang Shengchao (王勝超), aged 38, is an employee representative Supervisor and the chief of the quality division of the Company. He joined the Company in May 2012 as a quality controller of the quality division, and served as the vice director of quality assurance of the quality division of the Company since April 2015. Mr. Wang had successively served as the quality assurance director and the deputy chief of the quality division of the Company from May 2016 to June 2019.

- 29 -

APPENDIX II

BIOGRAPHICAL DETAILS OF THE SUPERVISORS

PROPOSED FOR APPOINTMENT

Prior to joining the Company, Mr. Wang worked as a researcher of new traditional Chinese medicines in Hebei Yiling Pharmaceutical Group (河北以嶺醫藥集團) from July 2008 to March 2010, a pharmaceutical analysis researcher in Pharmaron (Beijing) New Medicines Technology Co., Ltd. (康龍化成(北京)新藥技術有限公司) from April 2010 to May 2011, and an inspection engineer and inspection supervisor of the quality department in Lepu (Beijing) Medical Equipment Co., Ltd. (樂普(北京)醫療器械股份有限公司) from June 2011 to May 2012.

Mr. Wang graduated with a master's degree in science from Shenyang Pharmaceutical University (瀋陽藥科大學) in July 2008.

As at the Latest Practicable Date, Mr. Wang holds 32,000 H shares of the Company.

- 30 -

APPENDIX III

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to enable the Shareholders to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate.

  1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by the Articles of Association to repurchase its own securities.

  1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares issued by the Company was 879,967,700 (including 226,200,000 Domestic Shares and 653,767,700 H Shares). Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM and the Class Meetings, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 65,376,770 H Shares, being the maximum of 10% of the total H Shares in issue as at the date of passing the relevant resolution.

III. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

IV. FUNDING OF REPURCHASES

In repurchasing its H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company.

  1. IMPACT ON WORKING CAPITAL

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 December 2020, being disclosed in the Company's latest published audited accounts contained in the annual report for the year ended 31 December 2020. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company. The number of H Shares to be repurchased on any occasion and

- 31 -

APPENDIX III

EXPLANATORY STATEMENT

the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.

VI. STATUS OF REPURCHASED H SHARE

The Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates shall be cancelled and destroyed. Under the PRC laws, the H Shares repurchased by the Company will be cancelled and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled.

VII. H SHARE PRICES

The highest and lowest prices at which the H Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Highest

Lowest

(HK$)

(HK$)

2020

April

38.90

28.85

May

31.45

26.80

June

29.80

13.40

July

16.30

11.20

August

12.10

10.36

September

11.94

9.73

October

10.66

9.25

November

10.74

8.81

December

10.50

8.81

2021

January

10.60

8.44

February

9.93

7.80

March

9.91

8.26

April (up to the Latest Practicable Date)

8.84

8.26

Note: On 10 July 2020, the Company distributed H bonus shares and price of share was adjusted accordingly. Such H bonus shares started trading on Stock Exchange on 13 July 2020.

- 32 -

APPENDIX III

EXPLANATORY STATEMENT

VIII. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

IX. DISCLOSURE OF INTERESTS

To the best of knowledge of the Directors having made all reasonable enquiries, none of the Directors or their respective close associates have any present intention to sell to the Company any of the H Shares in the Company if the Repurchase Mandate is approved at the AGM and the Class Meetings.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any H Shares nor has such core connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

  1. IMPLICATIONS UNDER THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 26 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the Directors are not aware of any consequence which may arise under the Takeovers Code and any similarly applicable laws as a consequence of any repurchase of Shares under the Repurchase Mandate.

XI. SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any H Shares on the Stock Exchange or otherwise during the six months immediately preceding the Latest Practicable Date.

- 33 -

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Yichang Hec Changjiang Pharmaceutical Co. Ltd. published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2021 09:04:04 UTC.