Nanjing Sinolife United : (1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (2) NOTICE OF EGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 Nanjing Sinolife United Company Limited, you should at once hand this circular together with the accompanying reply slip and form of proxy to the purchaser 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 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.

NANJING SINOLIFE UNITED COMPANY LIMITED*

南 京 中 生 聯 合 股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 3332)

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
2. 1. NOTICE OF EGM

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' in this circular. A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the EGM to be held at 3 Qingma Road, Maqun Science Park, Qixia District, Nanjing, Jiangsu Province, the PRC on Wednesday, 15 January 2020 at 9:30 a.m. is set out in this circular and its reply slip and form of proxy are also enclosed hereto. Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the H share registrar of the Company in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or to the Company's registered office in the PRC, at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for holders of Domestic Shares), as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM (i.e. no later than 9:30 a.m. on Tuesday, 14 January 2020) or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. Shareholders who intend to attend the EGM in person or by proxy should complete and return the reply slip in accordance with the instructions printed thereon on or before Wednesday, 25 December 2019.

• For identification purpose only

29 November 2019

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DEFINITIONS

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

• For identification purpose only

- 1 -

DEFINITIONS

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LETTER FROM THE BOARD

NANJING SINOLIFE UNITED COMPANY LIMITED*

南 京 中 生 聯 合 股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 3332)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To the Shareholders

Dear Sirs

1. INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the EGM relating to, among other things, the Proposed Amendments, together with the notice of EGM.

Reference is made to the announcement of the Company dated 22 November 2019 in relation to the Resignations and the Proposed Amendments. On 22 November 2019, Ms. Xu Li, Ms. Li Fan and Mr. Tao Xingrong tendered their resignations in respect of their respective positions of the Board or the Board of Supervisors (as appropriate).

1. PROPOSED AMENDMENTS TO THE ARTICLES

In connection with the Resignations, the Board proposes to amend the Articles to change the composition of the Board and the Board of Supervisors. The Board also proposes to adopt a new set of amended and restated Articles containing the Proposed Amendments in substitution for and to the exclusion of the existing Articles.

• For identification purposes only

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LETTER FROM THE BOARD

The Proposed Amendments are as follows:

1. Existing Article 92 of the Articles:
   ''The Company shall have a board of directors, the board of directors shall consist of eight directors, including three independent directors and a chairman.
   The board of directors shall has at least three members as independent directors, and independent directors shall comprise of more than one-third of the members of the board of directors and at least one of them shall be an accounting professional (has senior professional titles or qualifications of Certified Public Accountants). Independent directors shall perform their duties independently and shall not be influenced by substantial shareholders and de facto controllers of the Company or other units or individuals having interests in the Company and its substantial shareholders and de facto controllers. Independent directors shall faithfully perform their duties and protect the interests of the Company, in particular ensuring that the lawful interests of the public shareholders shall not be prejudiced.''
   It is proposed that the existing Article 92 of the Articles be deleted in its entirety and replaced with the following:
   ''The Company shall have a board of directors, the board of directors shall consist of six directors, including three independent directors and a chairman.
   The board of directors shall has at least three members as independent directors, and independent directors shall comprise of more than one-third of the members of the board of directors and at least one of them shall be an accounting professional (has senior professional titles or qualifications of Certified Public Accountants). Independent directors shall perform their duties independently and shall not be influenced by substantial shareholders and de facto controllers of the Company or other units or individuals having interests in the Company and its substantial shareholders and de facto controllers. Independent directors shall faithfully perform their duties and protect the interests of the Company, in particular ensuring that the lawful interests of the public shareholders shall not be prejudiced.''
2. Existing Article 117 of the Articles:
   ''The board of supervisors shall compose of five supervisors, one of whom shall act as the chairman of the board of supervisors. The term of office of supervisors shall be 3 years, renewable upon re-election and re-appointment.
   The appointment and removal of the chairman of the board of supervisors shall be subject to the approval of not less than two-thirds of its members by voting.''

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LETTER FROM THE BOARD

It is proposed that the existing Article 117 of the Articles be deleted in its entirety and replaced with the following:

''The board of supervisors shall compose of four supervisors, one of whom shall act as the chairman of the board of supervisors. The term of office of supervisors shall be 3 years, renewable upon re-election and re-appointment.

The appointment and removal of the chairman of the board of supervisors shall be subject to the approval of not less than two-thirds of its members by voting.''

1. Existing Article 118 of the Articles:
   ''Members of the board of supervisors shall be composed of three shareholder representatives and two staff representatives. The shareholder representatives shall be elected and removed by shareholders in shareholders' general meeting, while the staff representative shall be elected and removed by employees of the Company in the form of democratic election.''
   It is proposed that the existing Article 118 of the Articles be deleted in its entirety and replaced with the following:
   ''Members of the board of supervisors shall be composed of two shareholder representatives and two staff representatives. The shareholder representatives shall be elected and removed by shareholders in shareholders' general meeting, while the staff representative shall be elected and removed by employees of the Company in the form of democratic election.''

Save for the Proposed Amendments set out above, other provisions in the Articles remain unchanged.

The Company confirms that the amendments to the Articles will not affect the existing businesses and operations of the Group and the Directors confirm that the proposed amendments to the Articles are in compliance with the Listing Rules.

Based on the confirmation made by the Company's PRC legal adviser, the Proposed Amendments comply with the PRC laws. The Proposed Amendments and the proposed adoption of the new Articles are subject to the approval of Shareholders by way of special resolutions at the EGM.

Shareholders are advised that the Articles are available in English and Chinese. The English translation of the Articles is for reference only. In case of any inconsistency, the Chinese version shall prevail.

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LETTER FROM THE BOARD

III. EGM

The EGM will be convened for the Shareholders to consider and, if thought fit, to approve, among other matters, the Proposed Amendments.

A notice convening the EGM to be held at 3 Qingma Road, Maqun Science Park, Qixia District, Nanjing, Jiangsu Province, the PRC on Wednesday, 15 January 2020 at 9:30 a.m. is set out in this circular and its reply slip and form of proxy are also enclosed hereto.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the H share registrar of the Company in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or to the Company's registered office in the PRC at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for holders of Domestic Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding the meeting (i.e. no later than 9:30 a.m. on Tuesday, 14 January 2020) or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish. Shareholders who intend to attend the meeting in person or by proxy should complete and return the reply slip in accordance with the instructions printed thereon on or before Wednesday, 25 December 2019.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the EGM shall be taken by poll. In order to determine the Shareholders who are eligible to attend the EGM, the register of members of the Company will be closed from Monday, 16 December 2019 to Wednesday, 15 January 2020 (both dates inclusive) during which period no transfer of Shares will be registered.

IV. RECOMMENDATION

The Directors consider that all matters proposed to be approved at the EGM are in the interests of the Group and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions to be proposed at the EGM.

Yours faithfully,

By order of the Board

Nanjing Sinolife United Company Limited*

Gui Pinghu

Chairman

• For identification purpose only

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NOTICE OF EGM

NANJING SINOLIFE UNITED COMPANY LIMITED*

南 京 中 生 聯 合 股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 3332)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''EGM'') of NANJING SINOLIFE UNITED COMPANY LIMITED* (the ''Company'') will be held at 3 Qingma Road, Maqun Science Park, Qixia District, Nanjing, Jiangsu Province, the People's Republic of China (the ''PRC'') at 9:30 a.m. on Wednesday, 15 January 2020 for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions which will be proposed as special resolutions of the Company:

SPECIAL RESOLUTIONS

• 1. ''THAT the articles of association of the Company (the ''Articles'') be amended as follows:

  1. Article 92 of the Articles is proposed to be deleted in its entirety and replaced with the following:
     ''The Company shall have a board of directors, the board of directors shall consist of six directors, including three independent directors and a chairman.
     The board of directors shall has at least three members as independent directors, and independent directors shall comprise of more than one-third of the members of the board of directors and at least one of them shall be an accounting professional (has senior professional titles or qualifications of Certified Public Accountants). Independent directors shall perform their duties independently and shall not be influenced by substantial shareholders and de facto controllers of the Company or other units or individuals having interests in the Company and its substantial shareholders and de facto controllers. Independent directors shall faithfully perform their duties and protect the interests of the Company, in particular ensuring that the lawful interests of the public shareholders shall not be prejudiced.''
  2. Article 117 of the Articles is proposed to be deleted in its entirety and replaced with the following:
     ''The board of supervisors shall compose of four supervisors, one of whom shall act as the chairman of the board of supervisors. The term of office of supervisors shall be 3 years, renewable upon re-election and re-appointment.
     The appointment and removal of the chairman of the board of supervisors shall be subject to the approval of not less than two-thirds of its members by voting.''
• For identification purpose only

- EGM-1-

NOTICE OF EGM

1. Article 118 of the Articles is proposed to be deleted in its entirety and replaced with the following:
   ''Members of the board of supervisors shall be composed of two shareholder representatives and two staff representatives. The shareholder representatives shall be elected and removed by shareholders in shareholders' general meeting, while the staff representative shall be elected and removed by employees of the Company in the form of democratic election.''

2. ''THAT subject to the passing of resolution numbered 1 above, the adoption of an amended and restated Articles (incorporating the amendments stated in resolution numbered 1 above and all previous amendments to the existing Articles, a copy of which has been produced to this meeting and marked ''A'' and initialed by the chairman of this meeting for the purpose of identification) in substitution for and to the exclusion of the existing Articles be and is hereby approved.''

Yours faithfully

By order of the Board

Nanjing Sinolife United Company Limited*

Gui Pinghu

Chairman

Nanjing, People's Republic of China, 29 November 2019

Notes:

1. Shareholders who intend to attend the EGM in person or by proxy should deposit the reply slip at the Company's registered office at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC at least 20 days before the above meeting, i.e. no later than Wednesday, 25 December 2019.
2. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more persons (whether such person is a shareholder or not) as his proxy or proxies to attend and vote on his behalf.
3. In order to be valid, the proxy form together with the notarised power of attorney and other authorisation documents, if any, must be lodged at the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares) or the Company's registered office in the PRC at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for holders of domestic shares) at least 24 hours prior to the EGM (i.e. no later than 9:30 a.m. on Tuesday, 14 January 2020 (Hong Kong time)) for which the proxy is appointed to vote or 24 hours prior to the scheduled voting time.
   If the proxy is a legal person, its legal representative or any representative authorised by its board or by other decision-making body shall attend the EGM on its behalf. If the shareholder is a recognised clearing house (or its agent), the shareholder may authorise one or more suitable persons to act as its representative at the above meeting; however, if more than one person are authorised, the proxy form shall clearly indicate the number and types of shares each person is authorised to represent. The persons after such authorisation may represent the recognised clearing house (or its agent) to exercise the rights, as if they were the individual shareholders of the Company.

• For identification purpose only

- EGM-2-

NOTICE OF EGM

A vote made in accordance with the terms of a proxy shall be valid notwithstanding the death or loss of capacity of the appointor or revocation of the proxy or the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given, provided that the Company does not receive any written notice in respect of such matters before the commencement of the above meeting.

1. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 16 December 2019 to Wednesday, 15 January 2020, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, holders of H shares whose transfer have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 13 December 2019.
2. Completion and return of an instrument appointing a proxy will not preclude a member of the Company from attending and voting in person at the EGM and/or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolutions will be decided by way of poll, except where the chairman, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by show of hands.
4. The form of proxy for use at the EGM is enclosed herewith.

- EGM-3-