Lansen Pharmaceutical : PROPOSAL FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES,AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

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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.‌‌‌‌

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Lansen Pharmaceutical Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

LANSEN PHARMACEUTICAL HOLDINGS LIMITED

朗 生 醫 藥 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 503)

PROPOSAL FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES,

AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Lansen Pharmaceutical Holdings Limited to be held at Admiralty Conference Centre (ACC), 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 21 June 2016 at 3 : 00 p.m. (the ''Annual General Meeting'') is set out on pages 14 to 18 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment of it, if you so wish.

15 April 2016

Page

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

LETTER FROM THE BOARD . ....... ....... ........ ....... ........ ....... ....... 3

Introduction . ....... ........ ....... ....... ........ ....... ........ ....... ....... 3

Re-election of Directors .... ....... ....... ........ ....... ........ ....... ....... 4

Final dividend ...... ........ ....... ....... ........ ....... ........ ....... ....... 4

General mandate to issue shares ... ....... ........ ....... ........ ....... ....... 5

General mandate to repurchase shares .... ........ ....... ........ ....... ....... 5

Annual General Meeting ... ....... ....... ........ ....... ........ ....... ....... 5

Voting by poll ...... ........ ....... ....... ........ ....... ........ ....... ....... 6

Recommendation ... ........ ....... ....... ........ ....... ........ ....... ....... 6

Responsibility statement .... ....... ....... ........ ....... ........ ....... ....... 6

General information ........ ....... ....... ........ ....... ........ ....... ....... 6

APPENDIX I - BIOGRAPHICAL DETAILS OF

THE DIRECTORS PROPOSED TO BE RE-ELECTED

AT THE ANNUAL GENERAL MEETING ..... ....... ....... 7

APPENDIX II - EXPLANATORY STATEMENT FOR

THE REPURCHASE MANDATE 11

NOTICE OF ANNUAL GENERAL MEETING 14

In this circular, unless the content otherwise stipulates, the following expressions shall have the following meanings:

''ACCA'' Association of Chartered Certified Accountants

''Annual General

Meeting'' or ''AGM''

the annual general meeting of the Company to be held at Admiralty Conference Centre (ACC), 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 21 June 2016 at 3 : 00 p.m.

''Articles'' the articles of association of the Company

''associate(s)'' has the meaning ascribed to it under the Listing Rules ''Board'' the board of Directors

''CIH'' Cathay International Holdings Limited, a company incorporated in Bermuda and whose shares are listed on the London Stock Exchange, and the Controlling Shareholder of the Company

''CIH Group'' CIH and its subsidiaries

''Company'' Lansen Pharmaceutical Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange

''connected person(s)'' has the meaning ascribed to it under the Listing Rules

''Controlling

Shareholder''

has the meaning ascribed to it under the Listing Rules

''Director(s)'' the director(s) 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

''Issue Mandate'' a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares in the manner as set out in the notice of AGM

''Latest Practicable Date''

1 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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

''Ningbo Lansen'' Ningbo Lansen Pharmaceutical Company Limited* (寧波朗生醫

藥有限公司), a limited liability company established under the

laws of the PRC on 18 May 2009 and an indirect wholly-owned subsidiary of the Company

''Ningbo Liwah'' Ningbo Liwah Pharmaceutical Company Limited* (寧波立華製

藥有限公司), a company established under the laws of the PRC

on 6 January 1993 and an indirect wholly-owned subsidiary of the Company

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

''Repurchase Mandate'' a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase Shares in the manner as set out in the notice of AGM

''RMB'' Renminbi, the lawful currency of the PRC

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

''Share(s)'' ordinary share(s) of US$0.01 each in the share capital of the Company

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

''Shenzhen Lansen'' Lansen Medicine (Shenzhen) Company Limited* (朗生醫藥(深

圳)有限公司), a company established under the laws of the PRC

on 27 December 2001 and an indirect wholly-owned subsidiary of the Company

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

''Substantial

Shareholder''

has the meaning ascribed to it under the Listing Rules

''Takeovers Code'' The Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong

''US$'' United States dollars, the lawful currency of the United States ''Xian Haotian'' Xian Haotian Bio-Engineering Technology Co. Ltd.* (西安皓天

生物工程技術有限責任公司), a company established under the

laws of the PRC on 14 February 2003 and an indirect wholly- owned subsidiary of CIH, a Controlling Shareholder

''%'' per cent

* For identification purpose only