China Wah Yan Healthcare : Major Transaction and Notice of Extraordinary General Meeting

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

If you have sold or transferred all your securities in China Wah Yan Healthcare Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to licenced securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

(incorporated in Hong Kong with limited liability)

(Stock Code: 648)

MAJOR TRANSACTION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meaning as those defined in this circular.

A notice convening the EGM to be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 February 2017 at 10 : 00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange at www.hkex.com.hk and the Company at www.chinawahyan.com.

Whether or not you are able to attend and vote at the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company at 36th Floor, Times Tower, 391-407 Jaffe Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. Delivery of an instrument appointing a proxy shall not preclude you from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed revoked.

26 January 2017

Page

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... .. 1

LETTER FROM THE BOARD . ....... ....... ........ ....... ........ ....... .. 4

APPENDIX I - FINANCIAL INFORMATION OF

THE GROUP .. ....... ........ ....... ........ ....... .. I-1

APPENDIX II - GENERAL INFORMATION .... ....... ........ ....... .. II-1

NOTICE OF EGM ...... ........ ....... ....... ........ ....... ........ ....... .. EGM-1

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

''Announcement'' the joint announcement issued by the Company and New Ray Medicine dated 2 December 2016 relating to the Share Transfer

''associates'' has the same meaning ascribed to it under the Listing Rules

''Company'' China Wah Yan Healthcare Limited, a company incorporated in Hong Kong with limited liability and whose issued shares are listed on the Main Board of the Stock Exchange (stock code: 648)

''Director(s)'' the director(s) of the Company

''EGM'' the extraordinary general meeting of the Company to be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road Wanchai, Hong Kong on Wednesday, 15 February 2017 and convened for the Shareholders to consider, and if thought fit, approve, among other things, the Tranche Two Share Transfer

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong ''Hong Kong'' Hong Kong Special Administrative Region of the PRC

''Latest Practicable Date''

19 January 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in the circular

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''New Ray Medicine'' New Ray Medicine International Holding Limited, a company incorporated in Bermuda with limited liability and whose issued shares are listed on the Main Board of the Stock Exchange (stock code: 6108)

''New Ray Medicine Group''

New Ray Medicine and its subsidiaries

''New Ray Medicine SGM''

the special general meeting of New Ray Medicine to be held and convened for the shareholders of New Ray Medicine to consider, and if thought fit, approve, among other things, the Tranche Two Share Transfer

''PRC'' the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

''Purchaser'' China New Rich Medicine Holding Co. Limited, a company incorporated in Hong Kong with limited liability and a wholly- owned subsidiary of New Ray Medicine

''RK Pharmaceutical'' Rui Kang Pharmaceutical Group Investments Limited, a non wholly-owned subsidiary of the Company and whose issued shares are listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8037)

''RK Pharmaceutical Group''

RK Pharmaceutical and its subsidiaries

''RK Pharmaceutical Share(s)''

the ordinary share(s) of HK$0.1 each in the share capital of RK Pharmaceutical

''Sale Share(s)'' collectively, the Tranche One Sale Shares and the Tranche Two Sale Shares

''Share(s)'' the ordinary share(s) of the Company

''Share Transfer'' collectively, the Tranche One Share Transfer and the Tranche Two Share Transfer

''Share Transfer Agreement''

the sale and purchase agreement dated 2 December 2016 entered into between the Company and the Purchaser in respect of the Share Transfer

''Shareholder(s)'' holder(s) of the Shares

''SFO'' Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Tranche One

Completion Date''

12 January 2017, being the date of completion of the Tranche One Share Transfer

''Tranche One

Consideration''

the consideration of HK$33,362,160 payable by the Purchaser for its acquisition of the Tranche One Sale Shares

''Tranche One Sale Shares''

the 86,700,000 RK Pharmaceutical Shares beneficially owned by the Company as at the date of the Share Transfer Agreement