Livzon Pharmaceutical : NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2020

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

麗珠醫藥集團股份有限公 司

LIVZON PHARMACEUTICAL GROUP INC.*

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

(Stock code: 1513)

NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2020

NOTICE IS HEREBY GIVEN that the Annual General Meeting for the Year 2020 of 麗珠醫 藥集團股份有限公司 Livzon Pharmaceutical Group Inc.* (the "Company") (the "Annual General Meeting") will be held at the Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China at 2:00 p.m. on Thursday, 20 May 2021, agenda of which is as below:

1. BASIC INFORMATION OF THE MEETING
2. 1. Convenor: The board of directors of the Company (the "Board")
   2. Convention time: 2:00 p.m. on Thursday, 20 May 2021
   3. Venue: Conference Room on the 3rd Floor of Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China
   4. Way of conducting the meeting: Poll at the meeting

1. MATTERS TO BE CONSIDERED AT THE MEETING

1. Ordinary Resolutions
2. 1. To consider and approve the work report of the Board of the Company for the year 2020.
   2. To consider and approve the work report of the supervisory committee of the Company for the year 2020.

• For identification purpose only

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1. 1. To consider and approve the financial accounts report of the Company for the year 2020.
   2. To consider and approve the 2020 annual report of 麗珠醫藥集團股份有限公司
      Livzon Pharmaceutical Group Inc*.
   3. To consider and approve the re-appointment of Grant Thornton (Special General Partnership) as the auditor of the Company for the year 2021 and fix its remuneration.
      "THAT:
      Grant Thornton (Special General Partnership) be re-appointed as the auditor of the Company for the year 2021, and its remuneration be fixed at RMB1.79 million (tax inclusive) and RMB0.36 million (tax inclusive) for the audit of the financial statements of the Company for the year 2021 and the internal control of the Company respectively."
   4. To consider and approve the adjustment to investment plans of certain projects invested with proceeds.
2. Special Resolutions
3. 1. To consider and approve the 2020 annual profit distribution plan of the Company (the "2020 Annual Profit Distribution Plan").
      "THAT:
      The 2020 Annual Profit Distribution Plan proposed by the Board be approved.
      The 2020 Annual Profit Distribution Plan: to distribute cash dividend of RMB12.50 (tax inclusive) for every 10 shares to all shareholders of the Company, based on the Company's total share capital (excluding the shares of the Company which were repurchased but not yet cancelled) as at the registration date of shareholding as determined by implementation of the 2020 Annual Profit Distribution Plan. There will be no bonus shares, nor will the capital reserves be capitalized.
      The Board be authorized to implement the 2020 Annual Profit Distribution Plan."
   2. To consider and approve the Company's facility financing and provision of financing guarantees to its subsidiaries.
   3. To consider and approve the Company's provision of financing guarantees to its controlling subsidiary Livzon MAB.

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10. To consider and approve the grant of general mandate to the Board for issuing of shares.

"THAT:

1. The Board be granted an unconditional general mandate to, separately or concurrently, issue, allot and deal with additional A shares (the "A Shares") and H shares (the "H Shares") of the Company in accordance with the market conditions, including to decide on the class and number of shares to be issued; the pricing mechanism and/or the issue price (or the range of issue price); the commencement and end date and time of such issue, the class and number of shares to be issued and allotted to existing shareholders of the Company; and/or to make any proposals, enter into any agreements or grant any share options in relation to such A Shares and/or H Shares;
2. The number of A Shares and H Shares issued and allotted or agreed conditionally or unconditionally to be issued and allotted (whether or not by way of the exercise of share options or by any other means) in accordance with
3. 1. above shall not exceed 20% of the respective number of the A Shares and H Shares of the Company in issue as at the date of this resolution being approved by the Annual General Meeting;
4. The Board may make any proposals, enter into any agreements or grant any share options which relates to the exercise, after the expiry of the Relevant Period (as defined in (d) below), of rights in relation to such A Shares and/or H Shares;
5. For the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution on the Annual General Meeting until whichever is the earlier of:
6. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;

1. 1. the expiration of a period of 12 months following the passing of this resolution; or
   2. the date on which the authority conferred by this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting;
2. The Board be and is hereby authorised to increase the registered share capital and make such amendments to the articles of association of the Company (the "Articles of Association") as it thinks fit so as to reflect the increased registered share capital and the new capital structure of the Company in accordance to the manner of the allotment and issuance, class and number of shares of the Company allotted and issued, as well as the capital structure of the Company after such allotment and issuance;

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1. In order to facilitate the issuance of shares in accordance with this resolution in a timely manner, the Board be and is hereby authorised to exercise all such power granted to the Board to 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 shares contingent on the passing of sub-paragraphs (a) to (e) of this resolution and within the Relevant Period. Such power shall include but not limited to the following:
2. 1. depending on the actual market conditions, the Board is authorised to determine the method of issuance, the target for issuance as well as the amount and proportion of issuance, pricing method and/or issue price (including issue price range), the commencement and end time, the listing time, use of proceeds and other information;
   2. engaging professional agencies and signing relevant engagement agreements;
   3. signing the underwriting agreement, sponsor's agreement, listing agreement and all other documents as considered necessary for executing the mandate to issue shares on behalf of the Company;
   4. handling the issues on registration of change in registered share capital and share capital on a timely basis according to the method, type and amount of the shares issued and the actual situation of the capital structure of the Company;
   5. applying for approval, registration, filing and other procedures in connection with the issuance and listing of such shares from the relevant authorities on behalf of the Company;
   6. determining and paying the relevant listing fee and application fee;
   7. amending the Articles of Association from time to time and arranging necessary registration and filing procedures according to the method, type and number of the shares issued and the actual situation of the capital structure of the Company; and
   8. all other procedures and matters as the Board may consider necessary in connection with the issuance of shares, so long as the same does not contravene any applicable laws, rules, regulations or The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and the Articles of Association;

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1. The Board will only exercise its respective power under such mandate in accordance with the Company Law of the PRC, the Securities Law of the PRC, regulations or the Hong Kong Listing Rules (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained and the Board will only exercise its power under such mandate in accordance with the power granted by the shareholders to the Board at the Annual General Meeting."

11. To consider and approve the grant of general mandate to the Board to repurchase H Shares of the Company.

1. subject to paragraphs (b), (c) and (d) below, during the Relevant Period (as defined in paragraph (e) below), the Board may exercise all the powers of the Company to repurchase H Shares in issue on the Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the People's Republic of China (the "PRC"), the Hong Kong Stock Exchange or of any other governmental or regulatory body;
2. the authorisation to the Board in respect of the repurchase of H Shares includes but not limited to:
3. 1. formulate and implement specific repurchase proposal, including but not limited to the repurchase price and repurchase amount, and decide the timing of repurchase and time limit;
   2. notify the creditor(s) of the Company and publish announcement(s) in accordance with the Company Law of the PRC and the Articles of Association;
   3. open any securities account(s) for repurchase of H Shares and attend relevant registration procedures for foreign exchange, if appropriate;
   4. implement the relevant approval or filing procedures, if appropriate, pursuant to the relevant requirements of the regulatory authorities and the listing places;
   5. attend the cancellation matters in respect of the repurchased H Shares, reduce the registered capital, amend the Articles of Association in relation to the total share capital amount and shareholding structure, and attend the relevant required domestic and overseas registration and reporting procedures, if appropriate; and
   6. execute and handle all other relevant documents and matters in relation to the repurchase of H Shares;

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1. 1. the aggregate number of H Shares authorized to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of H Shares in issue and having not been repurchased as at the date of the passing of this resolution, and shall maintain a sufficient public float as required by the Hong Kong Listing Rules;
   2. the approval in paragraph (a) above shall be conditional upon:
   3. 1. the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this sub-paragraph (d)(i)) at the class meeting for holders of H Shares and the class meeting for holders of A Shares of the Company to be held on 20 May 2021 (or on such adjourned date as may be applicable); and
      2. the approval of the relevant regulatory authorities as may be required by the laws, rules and regulations of the PRC and the Hong Kong Listing Rules being obtained by the Company, if appropriate;
   4. for the purpose of this special resolution, "Relevant Period" means the period from the passing of this special resolution until whichever is the earlier of:
   5. 1. the conclusion of the next annual general meeting of the Company following the passing of this special resolution; or
      2. the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting or by a special resolution of holders of H Shares or holders of A Shares at their respective class meetings.
2. Matter to be Reported

To listen to the debriefing report of the independent non-executive directors of the Company for the year 2020.

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Notes:

1. Please refer to the appendix hereto for an explanatory statement in relation to the proposed general mandate to repurchase H Shares of the Company.
2. All resolutions at the Annual General Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Hong Kong Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.livzon.com.cn) in accordance with the Hong Kong Listing Rules.
3. The record date for determining the qualification of the holders of the shares of the Company (the "Shareholder(s)") to attend and vote at the Annual General Meeting will be Wednesday, 12 May 2021. In order to qualify as Shareholders to attend and vote at the Annual General Meeting, holders of H Shares of the Company (the "H Shareholders") who are not registered must lodge all transfers of shares accompanied by the relevant share certificates with the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 12 May 2021.
4. The Board proposed to distribute cash dividend of RMB12.50 (tax inclusive) for every 10 shares to all Shareholders of the Company (the "Cash Dividend"), based on the Company's total share capital (excluding the shares of the Company which were repurchased but not yet cancelled) as at the registration date of shareholding as determined by implementation of the 2020 Annual Profit Distribution Plan. There will be no bonus shares, nor will the capital reserves be capitalized. The above profit distribution plan will be proposed for approval at the Annual General Meeting, the 2021 First Class Meeting of A Shareholders and the 2021 First Class Meeting of H Shareholders (collectively the "General Meetings"). If approved on the General Meetings, the Cash Dividend will be distributed to Shareholders whose names are on the register of the Shareholders of the Company on Wednesday, 2 June 2021. The aforementioned Cash Dividend will be denominated and declared in RMB and will be distributed in RMB to holders of A Shares of the Company (the "A Shareholders") and in Hong Kong dollar to H Shareholders, using the middle exchange rates for RMB to Hong Kong dollar as published by the People's Bank of China on the date of the Annual General Meeting (Thursday, 20 May 2021) as the exchange rate.
   The record date for determining the qualification of the Shareholders for the proposed distribution of the Cash Dividend will be Wednesday, 2 June 2021. In order to qualified for the proposed distribution of the Cash Dividend, H Shareholders who are not registered must lodge all transfers of shares accompanied by the relevant share certificates with the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 2 June 2021.
   For A Shareholders, the record date for Cash Dividend, payment methods and time will be announced separately.
   In accordance with the "Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企 業所得稅法》)" (the "CIT Law") and the "Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企業所得稅法實施條例》)" (the "Implementation Rules of CIT Law"), both became effective on 1 January 2008, and the "Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Resident Enterprises to Offshore Non-residentEnterprise Holders of H Shares (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國
   稅函[2008]897號))" promulgated by the State Administration of Taxation on 6 November 2008, the Company is obliged to withhold and pay the PRC enterprise income tax on behalf of non-resident enterprise(s) at a tax rate of 10% when the Company distributes any dividends to non-resident enterprise Shareholder(s) whose names appear on the register of members for H Shares of the Company. Accordingly, any H Shares which are not registered under the name(s) of individual(s) (which, for this purpose, include H Shares registered under the name of HKSCC Nominees Limited, other nominees, trustees, or other organisations or groups) shall be deemed to be H Shares held by non-resident enterprise Shareholder(s), and the PRC enterprise income tax shall be withheld from dividends payable thereon. Non-resident enterprise Shareholders may apply for a tax refund for the difference (if any) in accordance to relevant tax laws such as tax treaty (arrangement).
   In accordance with the "Circular on Certain Issues Concerning the Policies of Individual Income Tax (Cai Shui Zi [1994] No. 020) (《關於個人所得稅若干政策問題的通知》(財稅字[1994]020號))" promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are temporarily exempted from the PRC individual income tax for dividends or bonuses received from foreign invested enterprises. As the Company is a foreign-invested enterprise, the Company will not withhold and pay the individual income tax on behalf of overseas individual Shareholders whose names appear on the register of members for H Shares of the Company when the Company distributes dividends to those Shareholders.
   In accordance with the "Notice of the Ministry of Finance, the State Administration of Taxation, and the China Securities Regulatory Commission on Taxation Policies concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock Markets (Cai Shui [2016] No. 127) (《財 政部、國家稅務總局、證監會關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127
   號))", (i) for dividends received by domestic individual investor from investing in the Company's H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the Company is obliged to withhold personal income tax at a tax rate of 20% when the Company shall apply to China Securities Depository and Clearing Corporation Limited ("CSDCC") for the registrar of domestic individual investors.

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For dividends of the shares listed on the Hong Kong Stock Exchange received by mainland securities investment funds through the Shenzhen-Hong Kong Stock Connect, individual income tax shall be calculated in accordance with the above requirements; (ii) for dividends received by domestic enterprise investors from investing in Shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, such amount shall be reckoned in their gross revenue and subject to corporate income tax pursuant to laws. In particular, for the dividends obtained by mainland resident enterprises from holding relevant H Shares for consecutive 12 months, the corporate income taxes shall be exempted pursuant to laws. The Company shall apply to CSDCC for the registrar of domestic individual investors. The Company will not withhold the income tax on dividend for the domestic enterprise investors, and the tax payable shall be declared and paid by the domestic enterprise investors.

Shareholders are advised to consult their tax advisers regarding PRC, Hong Kong and other tax implications arising from their holding and disposal of H Shares of the Company.

1. Any Shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more persons as his proxy to attend and vote in his stead. A proxy need not be a Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. A Shareholder shall attend the Annual General Meeting by his proxy duly authorised in writing. The instrument appointing a proxy must be signed by the Shareholder(s) or his/her/its attorney duly authorised in writing. Where the Shareholder is a legal person, the proxy form shall be executed under its common seal or under the hand of its director or a legal representative or an attorney duly authorised. If the proxy form is signed by the attorney of the Shareholder, the power of attorney or other documents of authorisation must be notarised. To be valid, the A Shareholders must lodge the proxy form and the notarised power of attorney or other documents of authorization (if any) with the Secretariat of the Board at Headquarters Building, 38 Chuangye North Road, Jinwan District, Zhuhai, Guangdong Province, China (postal code: 519090) not less than 24 hours before the holding of the Annual General Meeting. To be valid, the H Shareholders must lodge the proxy form with the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 24 hours before the holding of the Annual General Meeting. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting or any adjournment thereof in person, and in such event, the proxy form shall be deemed to be revoked.
3. Contact details of the Secretariat of the Board are as follows:

Address:	Office of the Secretariat of the Board, Livzon Pharmaceutical Group Inc.,
	Headquarters Building, 38 Chuangye North Road, Jinwan District,
	Zhuhai, Guangdong Province, China
Postal code:	519090
Contact persons:	Mr. Ye Delong, Ms. Yuan Ailing
Telephone:	(86)	756 8135888
Fax:	(86)	756 8891070

1. Shareholders or their proxies shall produce their identity proof when attending the Annual General Meeting.
2. The Annual General Meeting is expected to last for one and a half hours. Shareholders (in person or by proxy) who attend the Annual General Meeting should be responsible for their own travelling, lodging and the related costs.

By order of the Board

麗珠醫藥集團股份有限公司

Livzon Pharmaceutical Group Inc.*

Yang Liang

Company Secretary

Zhuhai, China

16 April 2021

As at the date of this notice, the Executive Directors of the Company are Mr. Tang Yanggang (President) and Mr. Xu Guoxiang (Vice Chairman and Vice President); the Non-Executive Directors of the Company are Mr. Zhu Baoguo (Chairman), Mr. Tao Desheng (Vice Chairman), Mr. Qiu Qingfeng and Mr. Yu Xiong; and the Independent Non-Executive Directors of the Company are Mr. Bai Hua, Mr. Zheng Zhihua, Mr. Xie Yun, Mr. Tian Qiusheng and Mr. Wong Kam Wa.

• For identification purpose only

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APPENDIX

This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Hong Kong Listing Rules (as modified by Rules 19A.24 and 19A.25 of the Hong Kong Listing Rules), to provide the requisite information to the Shareholders for their consideration of the proposed general mandate to repurchase H Shares (the "H Share Repurchase Mandate") of the Company.

NUMBER OF THE H SHARES PROPOSED TO BE REPURCHASED AND THE REPURCHASE PRICE

As at 12 April 2021, being the latest practicable date for the purpose of ascertaining certain information contained herein (the "Latest Practicable Date"), the Company had a total issued and not repurchased share capital of 932,466,904 shares, comprising 313,235,617 H Shares and 619,231,287 A Shares. The maximum number of the H Shares proposed to be repurchased shall not exceed 10% of the aggregate number of H Shares in issue and having not been repurchased as at the date of the passing of the resolution in relation to the H Share Repurchase Mandate, and shall maintain a sufficient public float as required by the Hong Kong Listing Rules. If 10% of the aggregate number of H Shares in issue and having not been repurchased as at the date of the passing of the resolution in relation to the H Share Repurchase Mandate is 313,235,617, then the maximum number of the H Shares proposed to be repurchased shall not exceed 31,323,561 H Shares.

The repurchase will be implemented by batches, and each of the repurchase price shall be no higher than 5% of the average closing price in the five trading days prior to the relevant date of repurchase.

METHOD OF REPURCHASE

Repurchase on the Hong Kong Stock Exchange pursuant to the Hong Kong Listing Rules, the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong (the "Takeovers Code") and other applicable laws and regulations.

STATUS AND DISPOSAL OF THE REPURCHASED SHARES

The listing of all H Shares which are purchased by the Company shall be automatically cancelled upon purchase pursuant to the Hong Kong Listing Rules. The Company will cancel the repurchased H Shares upon completion of the repurchase, and the Company will reduce its registered capital accordingly.

TIME LIMIT OF THE REPURCHASE

The Company shall not repurchase its shares within 30 days before the Company convenes a board meeting for periodical reports or releases periodical reports, within 10 trading days before publication of the estimated results announcement or preliminary financial data announcement, or within 2 trading days after the Company's official publication of inside information during periods when inside information of the Company exists.

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REASONS FOR REPURCHASE

The directors of the Company (the "Directors") are of the view that the H Share Repurchase Mandate affords the Company the flexibility and ability in pursuing the best interests for the Company and its Shareholders and that repurchase of shares could also strengthen the long-term investment value of the Company and faith of investors, so as to protect investors' interests. Repurchases of H Shares will, depending on market conditions, be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

SOURCE OF FUNDS

In repurchasing H Shares of the Company, the Company intends to raise fund legally available for such purpose in accordance with its Articles of Association and the applicable laws of the PRC and the Hong Kong Listing Rules, as the case may be.

IMPACT ON WORKING CAPITAL

As compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited accounts of the Company were made up), the Directors consider that there will not be a material adverse impact on the working capital or the gearing position of the Company in the event that the H Share Repurchase Mandate is to be exercised in full during the proposed repurchase period.

PRESENT INTENTION OF THE DIRECTORS AND CLOSE ASSOCIATES

To the best of their knowledge having made all reasonable enquiries, none of the Directors nor their close associates (as defined in the Hong Kong Listing Rules) have any present intention to sell any H Shares to the Company if the H Share Repurchase Mandate is approved by the Shareholders at the General Meetings.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases of H Shares pursuant to the resolution as set out in the notice of the Annual General Meeting in accordance with the Hong Kong Listing Rules and the applicable laws of the PRC.

EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors' exercising the powers of the Company to repurchase H Shares pursuant to the H Share Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code.

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As at the Latest Practicable Date and insofar the Directors are aware, 健康元藥業集團股份有 限公司 Joincare Pharmaceutical Industry Group Co., Ltd.* ("Joincare"), together with its associates (as defined in the Hong Kong Listing Rules), directly or indirectly held 163,364,672 H Shares and 255,513,953 A Shares of the Company, representing approximately 52.15% and 41.26% of the H Shares and A Shares of the Company in issue and having not been repurchased, and in aggregate approximately 44.92% of the total shares of the Company in issue and having not been repurchased. If the H Share Repurchase Mandate is fully exercised, the aggregate interest of Joincare in the Company is expected to be increased to approximately 46.48%. The Directors are currently not aware of any consequences which will arise under either or both the Takeovers Code and any similar applicable law of which the Directors are aware as a result of any repurchase of H Shares made under the H Share Repurchase Mandate. Moreover, the Directors have no present intention to exercise the H Share Repurchase Mandate to such an extent as would result in takeover obligations.

SHARES REPURCHASE MADE BY THE COMPANY

On 26 March 2020, the Repurchase of Part of the Public Shares Scheme (the "Repurchase Scheme") had been considered and approved at the 2020 second extraordinary general meeting, the 2020 first class meeting of A Shareholders and the 2020 first class meeting of H Shareholders of the Company. On 25 May 2020, the extension of the expiry date of the Repurchase Scheme to 25 December 2020 had been considered and approved at the 2019 annual general meeting, 2020 second class meeting of A Shareholders and 2020 second class meeting of H Shareholders of the Company. According to the Repurchase Scheme, the Company intends to repurchase part of its public A Shares by means of centralised bidding transactions through the trading system of the Shenzhen Stock Exchange. The repurchase price shall not exceed RMB45.00 per A Share. The aggregate amount of funds to be used by the Company for the repurchase shall not be less than RMB250 million (inclusive) and not more than RMB500 million (inclusive). Details of the repurchase during the previous six months preceding the Latest Practicable Date were as follow:

	Number of Shares	Highest	Lowest
Date of Repurchase	Repurchased	Price	Price
	(A Shares)	(RMB)	(RMB)
13 November 2020	147,700	44.87	44.68

On 23 December 2020, the grant of general mandate to the Board to repurchase H Shares of the Company had been considered and approved at the 2020 sixth extraordinary general meeting, the 2020 third class meeting of A Shareholders and the 2020 third class meeting of H Shareholders of the Company. Details of the repurchase during the previous six months preceding the Latest Practicable Date were as follow:

		Number of Shares	Highest	Lowest
Date of Repurchase	Repurchased	Price	Price
		(H Shares)	(HK$)	(HK$)
4	January 2021	101,900	31.00	30.85
5	January 2021	288,200	31.25	31.00
6	January 2021	51,100	31.60	31.45
7	January 2021	300,000	31.80	30.65

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			Number of Shares	Highest	Lowest
Date of Repurchase	Repurchased	Price	Price
			(H Shares)	(HK$)	(HK$)
8	January 2021	400,000	31.90	31.20
11 January 2021	450,000	31.00	30.50
27	January 2021	10,000	28.85	28.85
28	January 2021	696,000	29.00	28.35
29	January 2021	1,037,000	29.50	28.45
2	February 2021	992,700	30.45	29.80
3	February 2021	703,800	30.50	29.50
4	February 2021	974,600	30.50	29.75
5	February 2021	623,300	30.50	30.10

Save as disclosed above, the Company has not purchased any shares of the Company (whether on the Hong Kong Stock Exchange, the Shenzhen Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

CORE CONNECTED PERSONS

As at the Latest Practicable Date, no core connected persons of the Company (as defined in the Hong Kong Listing Rules) have notified the Company that they have a present intention to sell H Shares to the Company, or have undertaken not to do so, in the event that the H Share Repurchase Mandate is approved by the Shareholders at the General Meetings.

MARKET PRICES

The highest and lowest trading prices at which the H Shares were traded on the Hong Kong Stock Exchange during the previous 12 months preceding the Latest Practicable Date were as follows:

		H Shares
	Highest	Lowest
	HK$	HK$
2020
April	35.55	27.30
May	34.95	28.65
June	39.45	29.80
July	42.60	36.20
August	41.85	36.00
September	37.80	33.00
October	37.25	33.40
November	34.15	29.30
December	33.50	28.25
2021
January	32.70	28.00
February	30.90	28.30
March	33.90	26.80
April (as at the Latest Practicable Date)	37.15	33.15

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