If you are in any doubt as to any aspect of this circular or as to any action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in China NT Pharma Group Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01011) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening an annual general meeting of China NT Pharma Group Company Limited (the "Company") to be held at Regus Business Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 5 June 2017 at 10:00 a.m. is set out on pages 13 to 17 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 (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish.

27 April 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 APPENDIX I - DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX II - EXPLANATORY STATEMENT 10 NOTICE OF ANNUAL GENERAL MEETING 13In 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

Regus Business Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 5 June 2017 at 10:00 a.m. and notice of which is set out on pages 13 to

17 of this circular, or where the context so admits, any adjournment thereof

"Articles of Association" the articles of association of the Company adopted on

26 March 2011 and effective on 20 April 2011, and as amended from time to time

"associate(s)" has the meaning given to it by the Listing Rules

"Board" the board of Directors

"Cayman Companies Law" the Companies Law (2007 Revision) of the Cayman Islands

and any amendments or other statutory modifications thereof

"Company" China NT Pharma Group Company Limited 中國泰凌醫藥 集團有限公司, an exempted company incorporated in the Cayman Islands with limited liability on 1 March 2010

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

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 24 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 from time to time

"PRC" The People's Republic of China (excluding, for the purposes of this circular, Hong Kong, Macau and Taiwan)

"RMB" Renminbi, the lawful currency of the PRC

"Proposed Repurchase Mandate" a general mandate proposed to be granted to the Directors

at the Annual General Meeting to repurchase Shares not exceeding 10 per cent of the number of issued Shares of the Company as at the date of passing of the relevant resolution

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

"Share(s)" ordinary share(s) of nominal value of US$0.00000008 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 Codes on Takeovers and Mergers and Share Buy-backs, as amended from time to time

"US$" United States dollars, the lawful currency of the United States

China NT Pharma Group Co. Ltd. published this content on 27 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 April 2017 15:22:15 UTC.

Original documenthttp://www.ntpharma.com/upFiles/downs/ew_01011Cir-25042017(1).pdf

Public permalinkhttp://www.publicnow.com/view/4BDBDB6E667DDA59B880966B1AD3319178C2615B