China NT Pharma : APPOINTMENT AND RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE OF MEMBER OF BOARD COMMITTEES

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01011)

APPOINTMENT AND RESIGNATION OF

INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

CHANGE OF MEMBER OF BOARD COMMITTEES

The Board is pleased to announce that Dr. Zhao Yubiao has been appointed as an independent non-executive Director of the Company, and a member of the Remuneration Committee and Nomination Committee of the Company, with effect from 31 December 2019.

The Board further announces that Mr. Patrick Sun has resigned from his positions as an independent non-executive Director of the Company, the chairman of the Audit Committee of the Company and a member of the Remuneration Committee and Nomination Committee of the Company, with effect from 31 December 2019.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF BOARD COMMITTEES

The board (the "Board") of directors (the "Directors") of China NT Pharma Group Company Limited (the "Company", and together with its subsidiaries, the "Group") is pleased to announce that Dr. Zhao Yubiao ("Dr. Zhao") has been appointed as an independent non-executive Director of the Company, a member of the remuneration committee (the "Remuneration Committee") and the nomination committee (the "Nomination Committee") of the Company, with effect from 31 December 2019 (the "Appointments").

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Dr. Zhao Yubiao, aged 49, obtained his doctorate degree in economics from Jilin University in June 2013. From June 1990 to April 1996, he served as the manager of accounting department and trading department of the securities business department of Jilin Trust Investment Company (Shanghai branch); from April 1996 to December 2000, he served as the general manager of the securities business department of Jilin Trust Investment Company (Hongshan Road branch, Shanghai); from December 2000 to December 2002, he served as the general manager of Shanghai Jinluda Investment Management Co., Ltd.; from December 2002 to May 2017, he served successively as the general manager, vice chairman and chairman of Tianzhi Fund Management Co., Ltd.; from May 2018 to present, he has been serving as the assistant to the chairman of Zhejiang Nandu Power Supply Co., Ltd., the shares of which are listed on the Shenzhen Stock Exchange (stock code: 388180); from May 2019 to present, he has been serving as an independent director of Huafon Microfibre (Shanghai) Co., Ltd., the shares of which are listed on the Shenzhen Stock Exchange (stock code: 300068).

As at the date of this announcement, save as disclosed above, Dr. Zhao did not hold any other positions with the Company or other members of the Group and did not hold any other directorship in any listed company in the last three years or does not hold any other major appointments and qualifications.

As at the date of this announcement, save as disclosed above, Dr. Zhao has no relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company, or any of their respective associates as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

As at the date of this announcement, Dr. Zhao does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Dr. Zhao has entered into an appointment letter with the Company for a term of three years commencing from 31 December 2019, subject to termination in certain circumstances as stipulated in the appointment letter. Dr. Zhao is also subject to retirement by rotation and re-election at the annual general meeting in accordance with the memorandum and articles of association of the Company. Pursuant to his appointment letter, the annual remuneration of Dr. Zhao as an independent non-executive Director of the Company is HK$200,000. Such remuneration is determined with reference to the Company's performance and profitability, as well as the prevailing market conditions.

As at the date of this announcement, save as disclosed above, to the best knowledge of the Board, there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in relation to the Appointments that need to be brought to the attention of the shareholders of the Company.

The Board would like to extend its warm welcome to Dr. Zhao for his appointment as a member of the Board.

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RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF BOARD COMMITTEES

The Board further announces that Mr. Patrick Sun ("Mr. Sun") resigned from his positions as an independent non-executive Director of the Company, the chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee of the Company, with effect from 31 December 2019, due to his other work commitments.

Mr. Sun has confirmed that he has no disagreement with the Board and there are no other matters with respect to his resignation that need to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited.

Since joining the Board of the Company in 2008, Mr. Sun had always been diligent and committed to his work, and made great efforts and provided valuable opinions to the development of the Company in the past eleven years. The Board would like to express its sincere gratitude to Mr. Sun for his contributions to the Company.

Following the resignation of Mr. Sun, the Company has no independent non-executive Director who has the appropriate professional qualifications or accounting or related financial management expertise and has only two members in the Audit Committee with a chairman vacancy, as such, the Company fails to meet (i) the requirement set out in Rule 3.10(2) of the Listing Rules that at least one of the independent non-executive Directors must have appropriate professional qualifications or accounting or related financial management expertise; and (ii) the requirements set out in Rule 3.21 of the Listing Rules that the Audit Committee must comprise a minimum of three members and must be chaired by an independent non-executive director.

The Board is in the process of identifying suitable candidate to fill the vacancy of the position of independent non-executive Director and the chairman of the Audit Committee who satisfies the requirements under Rules 3.10(2) and 3.21 of the Listing Rules and will use its best endeavours to ensure that the suitable candidate is appointed as soon as possible and, in any event, within three months from the effective date of the resignation of Mr. Sun, pursuant to Rules 3.11 and 3.23 of the Listing Rules. The Company will make further announcement(s) as and when appropriate.

By Order of the Board

China NT Pharma Group Company Limited

Ng Tit

Chairman

Hong Kong, 31 December 2019

As at the date of this announcement, the executive Directors are Mr. Ng Tit, Ms. Chin Yu and Mr. Wu Weizhong; the non-executive Director is Dr. Qian Wei; and the independent non-executive Directors are Mr. Tze Shan Hailson Yu, Dr. Hong Yan and Dr. Zhao Yubiao.

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