(1) PROPOSED ISSUE OF CONVERTIBLE PREFERENCE SHARES (2) PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01011) (1) PROPOSED ISSUE OF CONVERTIBLE PREFERENCE SHARES (2) PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND CONVERSION SHARES AND (3) PROPOSED RE-DESIGNATION OF AUTHORISED SHARE CAPITAL Placing Agent PROPOSED ISSUE OF CONVERTIBLE PREFERENCE SHARES AND PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND CONVERSION SHARES Reference is made to the announcement of the Company dated 22 March 2017 which disclosed that, among other things, the Company appointed Shenwan Hongyuan Securities (H.K.) Limited as the Placing Agent in connection with the proposed issue of the Convertible Preference Shares. The Board announces that on 19 April 2017 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to issue and the Placing Agent has conditionally agreed to place, on a best effort basis, up to an aggregate of 325,000,000 Convertible Preference Shares to not less than six Placees at a price of HK$1.83 per Convertible Preference Shares. The maximum gross proceeds from the Placing are expected to be approximately HK$594,750,000. The estimated maximum net proceeds from the Placing (after deducting the estimated expenses incidental thereto) is approximately HK$588,970,000, and the estimated net price per Convertible Preference Share is approximately HK$

2 One Convertible Preference Share is convertible into one Ordinary Share of the Company (subject to adjustments). For the avoidance of doubt, the Converting Shareholder(s) is/are not required to pay any additional money upon conversion of the Convertible Preference Share(s) to Conversion Share(s), other than taxes and stamp, issue and registration duties (if any) arising on conversion. No application will be made for the listing of, or permission to deal in, the Convertible Preference Shares on the Stock Exchange or any other stock exchange. The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Conversion Shares. The Company will seek the grant of specific mandate from the Independent Shareholders at the EGM to allot and issue the 325,000,000 Convertible Preference Shares to the Placees and all the Conversion Shares issuable to the Converting Shareholders upon full conversion of the Convertible Preference Shares. PROPOSED RE-DESIGNATION OF AUTHORISED SHARE CAPITAL As at the date of this announcement, the authorised share capital of the Company is US$50,100 divided into 626,250,000,000 Shares, of which 1,558,247,800 Shares are in issue and fully paid or credited as fully paid. Under the Placing Agreement, the Company may issue up to 325,000,000 Convertible Preference Shares on the assumption that there will be no change in the number of issued Shares up to and including the Placing Completion Date. In order to allot and issue the Convertible Preference Shares upon Placing Completion, the Board proposes to re-designate the authorised share capital of the Company into 625,925,000,000 Ordinary Shares of US$ each and 325,000,000 Convertible Preference Shares of US$ each. The re-designation of authorised share capital of the Company is subject to, among other things, the passing of an ordinary resolution by the Shareholders at the EGM. 2

3 GENERAL A circular containing, among other things, details of the proposed grant of specific mandate to issue Convertible Preference Shares and Conversion Shares and the proposed re-designation of authorised share capital of the Company; and a notice to convene the EGM is expected to be despatched to the Shareholders on or before 12 May Completion of the Placing is subject to the satisfaction of conditions as set out in the paragraph headed Conditions Precedents below. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. PROPOSED ISSUE OF CONVERTIBLE PREFERENCE SHARES AND PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND CONVERSION SHARES Reference is made to the announcement of the Company dated 22 March 2017 which disclosed that, among other things, the Company appointed Shenwan Hongyuan Securities (H.K.) Limited as the Placing Agent in connection with the proposed issue of the Convertible Preference Shares. The Board announces that on 19 April 2017 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to issue and the Placing Agent has conditionally agreed to place, on a best effort basis, up to an aggregate of 325,000,000 Convertible Preference Shares to not less than six Placees at a price of HK$1.83 per Convertible Preference Shares. The principal terms of the Placing Agreement are set out below: Date: 19 April 2017 (after trading hours) Parties: the Company; and the Placing Agent 3

4 Subject matter: Subject to the fulfilment of the conditions precedent as mentioned below, the Company has conditionally agreed to issue and the Placing Agent has conditionally agreed to place, on a best effort basis, up to an aggregate of 325,000,000 Convertible Preference Shares to not less than six Placees at HK$1.83 per Convertible Preference Shares. The Placing Agent shall use all reasonable endeavours to ensure that the Placees and their ultimate beneficial owners are Independent Third Parties. Placing price: HK$1.83 per Convertible Preference Shares was determined after arm s length negotiations between the Company and the Placing Agent with reference to the prevailing market price of the Shares on the Stock Exchange which represents: (i) a premium of approximately 6.40% to the closing price of HK$1.72 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a premium of approximately 2.23% to the average closing price of HK$1.79 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Day. Placing Commission: Pursuant to the terms of the Placing Agreement, the Placing Agent will receive a placing commission of HK$5,000,000. The placing commission in respect of the Placing was negotiated on arm s length basis between the Company and the Placing Agent and was determined with reference to, among other things, the prevailing market commission rate. The Directors consider that the placing commission in respect of the Placing is fair and reasonable based on the current market conditions. 4

5 Conditions precedent: Completion of the Placing Agreement is conditional upon the satisfaction of the following on or prior to 4:00p.m. on the Long Stop Date (or such later date as may be agreed between the Company and the Placing Agent in writing): (i) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, all of the Conversion Shares that fall to be issued upon conversion of the Convertible Preference Shares; (ii) the passing of resolution(s) by the Independent Shareholders to approve the specific mandate for the allotment and issuance of the Convertible Preference Shares and the Conversion Shares and the re-designation of authorized share capital of the Company at the EGM; (iii) the Company obtaining all necessary written consents and approvals (if any) from the relevant authorities in respect of the transactions contemplated under the Placing Agreement, if applicable; and (iv) no representation, warranty or undertaking under the Placing Agreement having been breached by the Company or is otherwise rendered inaccurate, untrue or misleading in any material respect or no failure by the Company to perform its obligations under the Placing Agreement, in each case on or prior to the Placing Completion. In the event that the above conditions precedents of the Placing are not fulfilled on or before the Long Stop Date (or such later date as may be agreed between the Company and the Placing Agent in writing), all rights, obligations and liabilities of the Placing Agent and of the Company thereunder shall cease and determine and neither parties to the Placing Agreement shall have any claim against the other in relation to the Placing Agreement save for the payment by the Company of all reasonable costs and expenses as reasonably and properly incurred by the Placing Agent in relation to the Placing. 5

6 Completion: Placing Completion shall take place on the Placing Completion Date. Termination: The Placing Agent may, in their reasonable opinion, terminate the Placing Agreement by notice in writing to the Company at any time prior to 8:00 a.m. on the Placing Completion Date if: (i) there is any significant change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or (ii) there is any material breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or (iii) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed; or (iv) any statement contained in the announcement and the circular of the Company in relation to the Placing has become or been discovered to be untrue, incorrect or misleading in any material respect which in the opinion of the Placing Agent would be materially adverse in the consummation of the Placing. 6

7 Upon termination of the Placing Agreement pursuant to the above, all liabilities of the parties to the Placing Agreement shall cease and determine and no party hereto shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Placing Agreement save in respect of any antecedent breach of any obligation under the Placing Agreement. In the event that the Placing Agent terminate the Placing Agreement pursuant to the above, it shall as soon as practicable thereafter return to the Company all Convertible Preference Shares received by it pursuant to the terms of the Placing Agreement by returning share certificates in respect of the Convertible Preference Shares to the Company at the Company s own cost. The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Conversion Shares. The Company will seek the grant of specific mandate from the Independent Shareholders at the EGM to allot and issue the 325,000,000 Convertible Preference Shares to the Placee(s) and all the Conversion Shares issuable to the Converting Shareholders upon full conversion of the Convertible Preference Shares. TERMS OF THE CONVERTIBLE PREFERENCE SHARES The principal terms of the Convertible Preference Shares are set out below: Issuance size A maximum of 325,000,000 Convertible Preference Shares of the aggregate value of HK$594,750,000. The maximum aggregate nominal value of the Convertible Preference Shares is US$26. 7

8 Conversion Ratio One Convertible Preference Share is convertible into one Ordinary Share of the Company. If and whenever the Ordinary Shares of the Company are consolidated or sub-divided into a different nominal amount, then the same consolidation or sub-division shall be effected on the Convertible Preference Shares, such that the Conversion Ratio shall remain as one Convertible Preference Share for one Ordinary Share of the Company (as consolidated or sub-divided, as the case may be). The Conversion Ratio will be subject to adjustments for issue of new Shares pursuant to any bonus issue or scrip dividend. The Conversion Ratio applicable to any subsequent conversion shall in the case of a bonus issue or scrip dividend be decreased proportionally. Save as provided above, the Conversion Ratio shall be fixed as one Convertible Preference Share for one Ordinary Share, no adjustment will be made to the Conversion Ratio as a result of any other changes to the share capital of the Company including, without limitation, any distribution (other than bonus issue and scrip dividend), rights issue and other issue of shares, option to subscribe for or any other securities convertible into Shares. For the avoidance of doubt, the Converting Shareholder(s) is/are not required to pay any additional money upon conversion of the Convertible Preference Share(s) to Conversion Share(s), other than taxes and stamp, issue and registration duties (if any) arising on conversion. 8

9 Conversion Right and conversion period Conversion can be made at any time after the issuance of the Convertible Preference Shares. Holders of the Convertible Preference Share may not exercise the conversion rights as to such number of Convertible Preference Share if upon conversion, the percentage of the Ordinary Shares held by the public will fall below the minimum public float requirement under Rule 8.08 of the Listing Rules. Dividend Subject to compliance with applicable law and the Articles of Association and so long as the Company has funds available for distribution and the Company has resolved to pay dividend in accordance with the Articles of Association, 30% of the Audited Profit of each financial year would be distributed to the holders of the Convertible Preference Shares and the Ordinary Shares of the Company as dividends, and payment on each Convertible Preference Share shall be in priority to the holders of Ordinary Shares on the basis of the number of Ordinary Shares into which each Convertible Preference Share may be converted in accordance with the Placing Agreement and on an as converted basis. Compulsory conversion The holders of the Convertible Preference Shares shall be required to convert all but not part of the Convertible Preference Shares to Ordinary Shares of the Company provided that all of the below conditions have been completely fulfilled: (a) the Audited Profit is not less than RMB160 million for the year ended 31 December 2017; (b) the Audited Profit is not less than RMB250 million for the year ended 31 December 2018; and (c) the Audited Profit is not less than RMB350 million for the year ended 31 December

10 The Audited Profit figures above are thresholds for compulsory conversion proposed by the Placing Agent after negotiation with the potential investor(s) and are only commercial terms arrived at after arm s length commercial negotiation between the Company and the Placing Agent. The Company has not prepared any profit forecast for in connection with this transaction. As such, the Audited Profit figures above do not represent any anticipated level of future profit of the Company and therefore does not constitute profit forecast under Rule of the Listing Rules. Redemption and income guarantee agreement on outstanding Convertible Preference Shares The Company may redeem with cash the outstanding Convertible Preference Shares which the conversion rights have not been exercised in whole or in part by the Placees by giving 30 Business Days prior written notice to the holders thereof on or after the 36th month upon the Placing Completion Date, with a redemption price calculated based on the annualized IRR of 5% for the nominal value of the outstanding Convertible Preference Shares less the corresponding dividends for such Convertible Preference Shares paid by the Company. Holders of the Convertible Preference Shares shall have the right to require the Company to redeem with cash all or any of the outstanding Convertible Preference Shares held by it with a redemption price calculated based on the annualized IRR of 5% for the nominal value of such Convertible Preference Shares less the corresponding dividends for such Convertible Preference Shares paid by the Company on or after the 36th month upon the Placing Completion Date by giving 30 Business Days prior written notice to the Company. 10

11 Voting Rights (a) The Convertible Preference Shares shall not confer on the holders thereof the right to receive notice of, or to attend and vote at, a general meeting of the Company, unless a resolution is to be proposed at a general meeting for winding-up the Company or a resolution is to be proposed which if passed would (subject to any consents required for such purpose being obtained) vary or abrogate the rights or privileges of the holders of the Convertible Preference Shares or vary the restrictions to which the Convertible Preference Shares are subject, in which event the Convertible Preference Shares shall confer on the holders thereof the rights to receive notice of, and to attend and vote at, that general meeting, save that such holders may not vote upon any business dealt with at such general meeting except the election of a Chairman, any motion for adjournment and the resolution for winding-up or the resolution which if passed would (subject to any consents required for such purpose being obtained) so vary or abrogate the right and privileges of the holders of the Convertible Preference Shares or vary the restrictions to which the Convertible Preference Shares are subject. (b) Where holders of the Convertible Preference Shares are entitled to vote on any resolution then, at the relevant general meeting or class meeting, on a show of hands every holders of the Convertible Preference Shares who is present in person or by proxy or (being a corporation) by a representative shall have one vote and on a poll every holders of the Convertible Preference Shares who is present in person or by proxy or (being a corporation) by a representative shall have one vote for each ordinary Share into which each Convertible Preference Share held by him would be converted. 11

12 Transferability The Convertible Preference Shares shall be freely transferable, provided that any transfer to the competitor of the Company or a connected person (as defined under the Listing Rules) of the Company are subject to prior written consent of the Company and compliance with the relevant requirements and provisions under the Listing Rules and applicable laws and regulations. The transferee should be deemed to be the competitor if it is interested in or conduct a business which competes or is likely to compete, either directly or indirectly, with the Company. Ordinary Shares issued on conversion The relevant Conversion Shares shall be credited as fully paid at par and rank pari passu in all respects with the Ordinary Shares then in issue. A maximum of 325,000,000 Conversion Shares are issuable upon full conversion of the Convertible Preference Shares, representing approximately 20.86% of the Company s issued Ordinary Shares as at the date of this announcement and approximately 17.26% of the Company s issued Ordinary Shares as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Preference Shares (assuming that all the Convertible Preference Shares are fully placed and there are no other changes in the issued share capital of the Company) 12

13 Distribution of Assets On a distribution of assets on liquidation, winding-up or dissolution of the Company (but not on conversion of the Convertible Preference Shares or any redemption or repurchase by the Company of Convertible Preference Shares or Ordinary Shares), the assets and funds of the Company available for distribution among the members of the Company shall, subject to applicable laws be applied in the following priority: (a) Firstly, in paying to the holders of Convertible Preference Shares, pari passu as between themselves, an amount equal to the accrued but unpaid dividends; and (b) The remaining balance of such assets shall belong to and be distributed on a pari passu basis among the holders of any class of shares, other than the Convertible Preference Shares and any other shares not entitled to participate in such assets, by reference to the aggregate nominal amount of shares held by them respectively. The Convertible Preference Shares shall not confer on the holders thereof any further or other right to participate in the assets of the Company. Listing No application will be made for the listing of, or permission to deal in, the Convertible Preference Shares on the Stock Exchange or any other stock exchange. 13

14 EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY For illustrative purpose only, set out below is the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the allotment and issue of the Conversion Shares upon full conversion of all the Convertible Preference Shares (assuming all the Convertible Preference Shares are fully placed and there are no other changes in the issued share capital of the Company): Shareholders Immediately after the allotment and issue of the Conversion Shares upon full conversion of all the Convertible Preference Shares (assuming all the Convertible Preference Shares are fully placed and there are no other changes in the issued As at the date of this announcement share capital of the Company) Number of Shares Approx. % Number of Shares Approx. % Ng Tit 500, , (Note 1) (Note 1) Chin Yu 500, , (Note 1) (Note 1) Golden Base Investment Limited 591,700, ,700, Shanghai Jiao Da Onlly Co., Ltd. 357,919, ,919, The Placees 325,000, Other Shareholders 608,128, ,128, Total 1,558,247, ,883,247, Note: (1) Mr. Ng Tit and his spouse, Ms. Chin Yu jointly own 500,000 Shares. 14

15 FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS The Company did not conduct any equity fund raising activities in the past 12 months immediately before the date of this announcement. INFORMATION ON THE GROUP AND THE PLACING AGENT The Group is principally engaged in research and development, manufacturing, sales and distribution of pharmaceutical products, as well as the provision of pharmaceutical marketing and promotion services in China with its national class 1 new drugs and proprietary core products covering such therapeutic areas as oncology, osteology central nervous system, hepatopathy and respiratory system. The Placing Agent is a company incorporated in Hong Kong and a corporation licensed to carry out Type 1 (dealing in securities) regulated activities under the SFO. It is a wholly owned subsidiary of Shenwan Hongyuan (H.K.) Limited, and is mainly engaged in the business of securities broking. Shenwan Hongyuan (H.K.) Limited, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 218), is mainly engaged in the business of securities broking, futures and options broking, investment banking and corporate finance consultancy, securities research, money lending and asset management. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties. REASONS AND BENEFITS FOR THE ISSUE OF CONVERTIBLE PREFERENCE SHARES The Directors consider that raising funds by issuing Convertible Preference Shares is appropriate taking into account the recent favourable market conditions which represent an opportunity for the Company to enhance its working capital and strengthen its capital base and financial position for the possible future investment opportunities that the Group may identify from time to time. 15

16 Other than the issue of the Convertible Preference Shares, the Board has considered other alternative means to raise funds. Having considered that the Convertible Preference Shares to be issued by the Company is of equity in nature, the issue of which will not adversely affect the Group s gearing position and the cost of funding associated with the issue of the Convertible Preference Shares is relatively low compared with other means, the Board is of the view that the issue of the Convertible Preference Shares is the most appropriate way to raise funds in the current market conditions. The Board considers that the issue of the Convertible Preference Shares will strengthen the financial position of the Group, which could consequently lower the cost of funding associated with debt financing for any future investment opportunities. Based on the above, the directors of the Company (including the independent non-executive Directors) consider that the terms of the Placing Agreement, which were arrived at after arm s length negotiations between the Company and the Placing Agent, are fair and reasonable and on normal commercial terms, and the issue of the Convertible Preference Shares is in the interest of the Company and the Shareholders as a whole. THE INTENDED USE OF PROCEEDS The maximum gross proceeds from the Placing are expected to be approximately HK$594,750,000. The estimated maximum net proceeds from the Placing (after deducting the estimated expenses incidental thereto) is approximately HK$588,970,000, and the estimated net price per Convertible Preference Share is approximately HK$1.81. The net proceeds from the issue of the Convertible Preference Shares will be used for general working capital use, repayment of existing debts and business development of the Group. PROPOSED RE-DESIGNATION OF AUTHORISED SHARE CAPITAL As at the date of this announcement, the authorised share capital of the Company is US$50,100 divided into 626,250,000,000 Shares, of which 1,558,247,800 Shares are in issue and fully paid or credited as fully paid. Under the Placing Agreement, the Company may issue up to 325,000,000 Convertible Preference Shares on the assumption that there will be no change in the number of issued Shares up to and including the Placing Completion Date. 16

17 In order to allot and issue the Convertible Preference Shares upon Placing Completion, the Board proposes to re-designate the authorised share capital of the Company into 625,925,000,000 Ordinary Shares of US$ each and 325,000,000 Convertible Preference Shares of US$ each. The re-designation of authorised share capital of the Company is subject to, among other things, the passing of an ordinary resolution by the Independent Shareholders at the EGM. GENERAL A circular containing, among other things, details of the proposed grant of specific mandate to issue Convertible Preference Shares and Conversion Shares and the proposed re-designation of authorised share capital of the Company; and a notice to convene the EGM is expected to be despatched to the Shareholders on or before 12 May Completion of the Placing is subject to the satisfaction of conditions as set out in the paragraph headed Conditions Precedents. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. DEFINITIONS Articles of Association the articles of association of the Company as may be amended from time to time Audited Profit audited consolidated net profit of the Group attributable to equity holders of the Company after tax excluding any fair value change of the Convertible Preference Shares associate(s) has the meaning ascribed to it under the Hong Kong Listing Rules Board the board of Directors Business Day(s) a day (other than a Saturday or Sunday or public holiday) on which licensed banks in Hong Kong are open for business throughout their normal business hours 17

18 Company China NT Pharma Group Company Limited, an exempted company incorporated in the Cayman Islands on 1 March 2010 with limited liability connected person(s) has the meaning ascribed to it under the Listing Rules Conversion Ratio the conversion ratio of one Convertible Preference Share being convertible into one Ordinary Share (subject to adjustments) in accordance with terms and conditions of the Placing Agreement Conversion Right the right attached to the Convertible Preference Share(s) to convert any Convertible Preference Share into Ordinary Share Conversion Shares the Shares to be allotted and issued upon exercise of the Conversion Right Converting Shareholders holders of the Convertible Preference Shares who have exercised the Conversion Right in accordance with the terms and conditions of the Placing Agreement and the terms of the Convertible Preference Shares Convertible Preference Share(s) up to a maximum of 325,000,000 redeemable convertible preference Shares of US$ each in the share capital of the Company to be placed subject to the terms and conditions set out in the Placing Agreement and the terms of the Convertible Preference Shares Director(s) the director(s) of the Company 18

19 EGM an extraordinary general meeting of the Company to be convened and held for the Independent Shareholders to consider and, if thought fit, approve, among other things, the specific mandate for the issuance of the Convertible Preference Shares and Conversion Shares and the redesignation of authorised share capital of the Company Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the PRC Independent Shareholder holder(s) of the Share(s) other than the Placee(s) and its associates Independent Third Party(ies) persons who themselves (and in the case of any corporate entities, their ultimate beneficial owners) are, to the best of the Directors knowledge, information and belief having made all reasonable enquiries, third parties independent of, and not connected with, the Company and its connected persons IRR internal rate of return Last Trading Day 19 April 2017, being the date of the Placing Agreement; Listing Committee the listing committee appointed by the Stock Exchange for considering applications for listing and the granting of listing of securities on the Stock Exchange Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange 19

20 Long Stop Date 30 June 2017 Placees any professional or institutional or other investor independent of the Company, the Directors, substantial shareholders and chief executive (as those terms defined in the Listing Rules) of the Company, its subsidiaries and their respective associates (as defined in the Listing Rules) procured by the Placing Agent to purchase any of the Convertible Preference Shares pursuant to the Placing Agent obligations under the Placing Agreement Placing the placing of the Convertible Preference Shares by the Placing Agent pursuant to the terms and conditions of the Placing Agreement Placing Agent Shenwan Hongyuan Securities (H.K.) Limited, a company incorporated in Hong Kong and a corporation licensed to carry out Type 1 (dealing in securities) regulated activities under the SFO Placing Agreement the conditional placing agreement entered into between the Company and the Placing Agent dated 19 April 2017 in relation to the Placing Placing Completion completion of the Placing in accordance with the terms and conditions of the Placing Agreement Placing Completion Date the third Business Days (or such other date as mutually agreed between the Company and the Placing Agent) after the fulfillment of the conditions precedent under the Placing Agreement PRC or China the People s Republic of China 20

21 RMB Renminbi, the lawful currency of the PRC SFO the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) Share or Ordinary Share ordinary share of US$ each in the share capital of the Company Shareholder(s) holder(s) of the Shares Stock Exchange The Stock Exchange of Hong Kong Limited US$ United States dollars, the lawful currency of the United States of America % per cent By order of the Board China NT Pharma Group Company Limited Ng Tit Chairman Hong Kong, 19 April 2017 As at the date of this announcement, the executive Directors of the Company are Mr. Ng Tit, Ms. Chin Yu and Mr. Wu Weizhong; the non-executive Directors of the Company are Dr. Qian Wei and Mr. Ge Jianqiu; and the independent non-executive Directors of the Company are Mr. Yue Nien Martin Tang, Mr. Patrick Sun and Dr. Lap-Chee Tsui. 21