China Traditional Chinese Medicin : NOTICE OF ANNUAL GENERAL MEETING

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CHINA TRADITIONAL CHINESE MEDICINE CO. LIMITED

中國中藥有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of China Traditional Chinese Medicine Co. Limited (the "Company") will be held at Conference Room, 2nd Floor, No. 1, Keyuan Heng 4 Road, Gaoli Hi-Tech Park, Ronggui, Shunde District, Foshan City, Guangdong Province, China, on Tuesday, 28 June 2016 at 2:15 p.m. for the following purposes:

1. To receive and consider the audited financial statements, the report of the directors and the independent auditor's report of the Company for the year ended 31 December 2015.

2. (a) each as a separate resolution, to re-elect the following retiring directors of the Company (the "Director"):

3. to re-elect Mr. YANG Bin as a Director;

4. to re-elect Mr. LIU Cunzhou as a Director;

5. to re-elect Mr. XIE Rong as a Director;

6. to re-elect Mr. YU Tze Shan Hailson as a Director; and

   (b) to authorize the board of directors (the "Board") to fix the directors' remuneration.

7. To appoint auditor of the Company and authorize the Board to fix their remuneration and in this connection, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

   ORDINARY RESOLUTION

   "THAT Deloitte Touche Tohmatsu be and is hereby appointed as the auditor of the Company in place of the retiring auditor, KPMG, to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be fixed by the Board."

   As special business to consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions and special resolution:

   ORDINARY RESOLUTIONS

8. "THAT:

9. subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

10. the total number of shares of the Company which the Company is authorized to buy back pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the total number of the shares of the Company in issue as at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares of the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and

11. for the purposes of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

12. the conclusion of the next annual general meeting of the Company;

13. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance (Cap.622 of the Laws of Hong Kong) (the "Companies Ordinance") to be held; and

14. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

15. "THAT:

16. subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible or exchangeable into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

17. the approval in paragraph (a) of this Resolution shall authorize the Directors during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible or exchangeable into shares of the Company) which would or might require the exercise of such power after the expiry of the Relevant Period;

18. the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Pro-Rata Issue (as hereinafter defined); or (ii) an issue of shares in the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or rights to acquire shares of the Company; or (iii) an issue of shares in the Company upon the exercise of subscription, conversion or exchange under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible or exchangeable into shares of the Company; or (iv) an issue of shares in the Company as scrip dividends pursuant to the articles of association of the Company from time to time, shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares of the Company into larger or smaller number of shares the passing of this resolution) and the said approval shall be limited accordingly; and

19. for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

20. the conclusion of the next annual general meeting of the Company;

21. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

22. the date on which the authority set out in this Resolution is revoked or varied by resolution of the shareholders in general meeting; and

"Pro-Rata Issue" means an offer of shares of the Company or issue of option, warrants or other securities (including bonus issues or offers) giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company)."

23. "THAT conditional upon the passing of Ordinary Resolutions Nos. 4 and 5 set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot shares pursuant to said Ordinary Resolution No. 5 be and is hereby extended by the addition thereto the total number of shares of the Company bought back by the Company under the authority granted pursuant to Ordinary Resolution No. 4, provided that such extended number shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares of the Company into larger or smaller number of shares after the passing of this resolution)."

    SPECIAL RESOLUTION

24. "THAT subject to the approval by the Registrar of Companies in Hong Kong, the name of the Company be and is hereby changed from "CHINA TRADITIONAL CHINESE MEDICINE CO. LIMITED 中國中藥有限公司 " to "CHINA TRADITIONAL CHINESE MEDICINE HOLDINGS CO. LIMITED 中國中藥控股有限公司 "."

By Order of the Board

China Traditional Chinese Medicine Co. Limited WU Xian

Chairman

Hong Kong, 27 May 2016

Notes:

1. Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the registered office of the Company at Room 1601, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting.