Luye Pharma : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

If you are in any doubt about 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 Luye Pharma Group Ltd., you should at once hand this circular, together with 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.

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.

LUYE PHARMA GROUP LTD.

綠 葉 製 藥 集 團 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 02186)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Luye Pharma Group Ltd. to be held at Taishan Room, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 13 June 2017 at 3: 00 p.m. is set out on pages 17 to 22 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of Luye Pharma Group Ltd. at www.luye.cn.

Whether or not you intend to attend the annual general meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of Luye Pharma Group Ltd., Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof.

Completion and return of the form of proxy shall not preclude any shareholder from attending and voting in person at the annual general meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

29 April 2017

Page

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

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

APPENDIX I - DETAILS OF THE DIRECTORS PROPOSED TO

BE RE-ELECTED ...... ........ ....... ........ ....... .... 8

APPENDIX II - EXPLANATORY STATEMENT .. ....... ........ ....... .... 12

NOTICE OF ANNUAL GENERAL MEETING .. ........ ....... ........ ....... .... 17

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

''Annual General Meeting'' 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, Central, Hong Kong on Tuesday,

13 June 2017 at 3: 00 p.m., or any adjournment thereof and notice of which is set out on pages 17 to 22 of this circular

''Bermuda Companies Act'' the Companies Act 1981 of Bermuda as amended, supplemented

or otherwise modified from time to time

''Board'' board of Directors

''Bye-laws'' the bye-laws of the Company, as amended or supplemented from time to time

''Company'' Luye Pharma Group Ltd., an exempted company with limited liability incorporated in Bermuda and the Shares of which are listed on the Stock Exchange with a stock code of 02186

''Controlling Shareholders'' has the meaning ascribed thereto under the Listing Rules and,

unless the context requires otherwise, refers to the controlling shareholders of the Company

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

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollar, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Issue Mandate'' a general mandate proposed to be granted to the Directors at the

Annual General Meeting to allot, issue and/or deal in Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

''Latest Practicable Date'' 21 April 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained in this circular

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

Exchange, as amended, supplemented or otherwise modified from time to time

''Memorandum'' the memorandum of association of the Company, as amended or

supplemented from time to time

''PRC'' or ''China'' 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

''Repurchase Mandate'' a general mandate proposed to be granted to the Directors at the

Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

''SFO'' Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

''Share(s)'' shares with a nominal value of USD0.02 each in the capital of the Company

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

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

''Takeovers Code'' the Hong Kong Code on Takeovers and Mergers, as amended,

supplemented or otherwise modified from time to time

''USD'' United States dollars, the lawful currency of the United States