LUYE PHARMA GROUP LTD.

綠 葉 製 藥 集 團 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 02186)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING TO BE HELD ON 13 JUNE 2017

I/We, being the registered holder(s) of Luye Pharma Group Ltd. (the ''Company''), hereby appoint the proxy(Note1) as specified below or failing him/her, the chairman of the meeting(Note1) to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Taishan Room, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Hong Kong on Tuesday, 13 June 2017 at 3: 00 p.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)

Registered Name

Registered Address

Certificate No. (Note7)

Signature(Note3)

Date

Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITALS.)

Full Name

No. of Shares(Note2)

Full Address

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

1.

To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the ''Directors'') and the auditors of the Company (the ''Auditors'') for the year ended 31 December 2016.

2.

To declare a final dividend of RMB0.035 (equivalent to HK$0.039) per share for the year ended 31 December 2016;

3.

(a) To re-elect Ms. ZHU Yuan Yuan as an executive Director;

(b) To re-elect Mr. SONG Rui Lin as a non-executive Director;

(c) To re-elect Mr. ZHANG Hua Qiao as an independent non- executive Director;

(d) To re-elect Mr. CHOY Sze Chung Jojo as an independent non- executive Director; and

(e) To authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors.

4.

To re-appoint Ernst & Young as the Auditor and authorise the Board to fix their remuneration for the year ending 31 December 2017.

5.

(A) To give a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company (the ''Issue Mandate'').

(B) To give a general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital of the Company.

(C) To extend the Issue Mandate by the number of shares repurchased by the Company.

Notes:

  1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

  2. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

  3. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW MARKED ''AGAINST''.

    Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

  6. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.

  7. Please provide one certificate number, if possible, to facilitate processing.

  8. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.

  9. The above description of the proposed ordinary resolutions by way of summary only. The full text appears in the notice of the Annual General Meeting.

Luye Pharma Group Ltd. published this content on 28 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 02 May 2017 02:58:06 UTC.

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