Consun Pharmaceutical : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, (2) PROPOSED RE-ELECTION OF DIRECTORS, (3) PROPOSED FINAL DIVIDEND AND (4) NOTICE OF ANNUAL GENERAL MEETING

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

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

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1681)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES,
2. 1. PROPOSED RE-ELECTION OF DIRECTORS,
   2. 1. PROPOSED FINAL DIVIDEND

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company (the "AGM") to be held at United Conference Centre, 10th Floor, United Center, 95 Queensway, Admiralty, Hong Kong on 21 May 2021 (Friday) at 10:00 a.m. is set out on pages 18 to 22 of this circular.

Whether or not you intend to attend the AGM in person, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures to be implemented at the AGM to safeguard the health and safety of the attendees and to prevent the spread of the novel coronavirus ("COVID-19") pandemic, including without limitation:

• compulsory body temperature check
• compulsory wearing of surgical face mask
• no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue or be required to leave the AGM venue. The Company reminds all Shareholders that physical attendance in person at the AGM is NOT necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person.

Hong Kong, 21 April 2021

		CONTENTS
			Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . .	1
DEFINITIONS . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
Introduction .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Grant of Issuing Mandate, Repurchase Mandate and
Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . .	7
Proposed Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
AGM . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I	-	EXPLANATORY STATEMENT ON THE
		REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	-	PARTICULARS OF THE RETIRING DIRECTORS
		PROPOSED FOR RE-ELECTION AT THE AGM . . . .	14
NOTICE OF AGM . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic, the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including without limitation:

1. compulsory body temperature check will be conducted on every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.2 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. each attendee is required to prepare his/her own surgical face mask and wear the same inside the AGM venue at all times, and to maintain a safe distance between seats; and
3. no corporate gifts will be distributed and no refreshments will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the chairman of AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form, which can also be downloaded from the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.chinaconsun.com), is enclosed to this circular. In order to be valid, the signed and completed proxy form must be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or the adjourned meeting (as the case may be). If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be
	convened and held at United Conference Centre, 10th
	Floor, United Center, 95 Queensway, Admiralty, Hong
	Kong on 21 May 2021 (Friday) at 10:00 a.m., or where
	the context so admits, any adjournment thereof
"Articles of Association"	the articles of association of the Company as amended,
	modified or otherwise supplemental from time to time
"associates"	has the same meaning ascribed to it under the Listing
	Rules
"Board"	the board of Directors of the Company
"business day(s)"	a day (other than a Saturday, a Sunday or a public
	holiday) on which licensed banks are generally open for
	business in Hong Kong and the Stock Exchange is open
	for business of dealing in securities
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Companies Law"	the Companies Law of the Cayman Islands (as amended,
	supplemented or otherwise modified from time to time)
"Company"	Consun Pharmaceutical Group Limited, a company
	incorporated under the laws of the Cayman Islands with
	limited liability with its Shares listed on the Stock
	Exchange
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	director(s) of the Company
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	repurchased under the Repurchase Mandate will be added
	to the total number of Shares which may be allotted and
	issued under the Issuing Mandate

- 2 -

	DEFINITIONS
"Group"	the Company and its subsidiaries
"HKD"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Issuing Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to allot, issue or otherwise deal with Shares up
	to a maximum of 20% of the total number of the issued
	Shares of the Company as at the date of passing the
	relevant resolution at the AGM
"Latest Practicable Date"	14 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange as amended, modified or otherwise
	supplemental from time to time
"Mr. An"	Mr. AN Yubao (安郁寶), the Chairman, an executive
	Director and a controlling shareholder of the Company
"Mr. An Meng"	Mr. AN Meng (安猛), an executive Director of the
	Company
"Mr. Young"	Mr. YOUNG Wai Po, Peter (楊惠波), a controlling
	shareholder of the Company
"Mr. Xu"	Mr. XU Hanxing (徐瀚星), an executive Director of the
	Company
"Ms. Chen"	Ms. CHEN Yujun (陳玉君), an independent
	non-executive Director of the Company
"Ms. Li"	Ms. LI Qian (黎倩), the Vice Chairlady, an executive
	Director, the Chief Executive Officer and a controlling
	shareholder of the Company
"PRC"	the People's Republic of China which shall, for the
	purpose of this circular, excludes Hong Kong, the Macau
	Special Administrative Region and Taiwan

- 3 -

	DEFINITIONS
"Professor Zhu"	Professor ZHU Quan (朱荃), an executive Director of the
	Company
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to enable them during the
	relevant period to repurchase Shares, the total number of
	which shall not exceed 10% of the total number of the
	issued Shares of the Company as at the date of passing
	the relevant resolution at the AGM
"RMB"	the lawful currency of the PRC
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	ordinary share(s) of HKD0.10 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder"	has the same meaning ascribed to it under the Listing
	Rules
"Takeovers Code"	the Code on Takeovers and Mergers and Share Buy-backs
	issued by the SFC
"%"	per cent.

- 4 -

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1681)

Executive Directors:	Registered office:
Mr. AN Yubao (Chairman)	Windward 3
Ms. LI Qian (Vice Chairlady,	Regatta Office Park
Chief Executive Officer)	P.O. Box 1350
Professor ZHU Quan	Grand Cayman KY1-1108
Mr. AN Meng	Cayman Islands
Mr. Xu Hanxing
	Head office and principal place of
Independent Non-executive Directors:	business in the PRC:
Mr. SU Yuanfu	71, Dongpeng Avenue
Mr. FENG Zhongshi	Eastern Section
Ms. CHEN Yujun	Guangzhou Economic and
	Technological Development District
	Guangzhou, PRC
To the Shareholders
Dear Sir or Madam,

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES,
2. 1. PROPOSED RE-ELECTION OF DIRECTORS,

1. 1. PROPOSED FINAL DIVIDEND AND
2. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on the resolutions to be proposed at the AGM regarding (a) the grant to the Directors of the Issuing Mandate, the Repurchase Mandate and the Extension Mandate upon the expiry of the current general mandates to issue Shares and repurchase Shares granted to the Directors by ordinary resolutions passed at the annual general meeting of the Company held on 29 May 2020; (b) the re-election of the retiring Directors; and (c) the proposed final dividend for the year ended 31 December 2020, and to give you notice of the AGM at which the resolutions will be proposed to consider and, if thought fit, approve such matters.

- 5 -

LETTER FROM THE BOARD

PROPOSED GRANT OF ISSUING MANDATE, REPURCHASE MANDATE AND

EXTENSION MANDATE

Pursuant to the ordinary resolutions passed at the annual general meeting of the Company held on 29 May 2020, the Directors were granted (a) a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the total number of the issued Shares of the Company on the date of passing of the relevant ordinary resolution; and (b) a general and unconditional mandate to repurchase Shares with an aggregate number not exceeding 10% of the total number of the issued Shares of the Company on the date of passing of the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the total number of the issued Shares repurchased by the Company pursuant to the mandate to repurchase securities referred to in (b) above.

The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, among other matters, will be proposed:

1. to grant the Issuing Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the total number of the issued Shares of the Company on the date of passing of such resolution;
2. to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares up to a maximum of 10% of the total number of the issued Shares of the Company on the date of passing of such resolution; and
3. to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issuing Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

The full text of above resolutions are set out in resolutions numbered 5 to 7 as set out in the notice of the AGM contained in pages 18 to 22 of this circular.

Each of the Issuing Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles of Association to be held; or (c) when the mandate given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

- 6 -

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to article 108 of the Articles of Association, at least one-third of the Directors for the time being shall retire from office by rotation at each annual general meeting provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring director shall be eligible for re-election. Accordingly, Professor Zhu and Ms. Chen shall retire by rotation at the AGM and being eligible, offer themselves for re-election.

Further, reference is made to the announcements of the Company dated 23 March 2021 and 24 March 2021 in relation to the appointment of Mr. An Meng and Mr. Xu by the Board as executive Directors of the Company. In accordance with article 112 of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as the Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Mr. An Meng and Mr. Xu who were appointed as an executive Directors by the Board with effect from 24 March 2021 shall be eligible for re-election at the AGM.

Particulars of each of the retiring Directors proposed to be re-elected at the AGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

PROPOSED FINAL DIVIDEND

As stated in the announcement issued by the Company dated 23 March 2021 relating to the annual results of the Group for the year ended 31 December 2020, the Board recommended that, subject to Shareholders' approval in the AGM, the Company shall declare and distribute a final dividend of HKD0.2 per Share for the year ended 31 December 2020, which, if approved, is expected to be paid on or about Friday, 11 June 2021, to the Shareholders whose names appear on the register of members of the Company on Friday, 4 June 2021.

To determine Shareholders' entitlement to the proposed final dividend, the register of members of the Company shall be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021 (both days inclusive), during which period no share transfer will be registered. In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company's branch 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, not later than 4:30 p.m. on Monday, 31 May 2021.

AGM

A notice of the AGM is set out on pages 18 to 22 of this circular.

At the AGM, resolutions will be proposed to the Shareholders to be considered at the AGM, including: (a) the grant to the Directors of the Issuing Mandate, the Repurchase Mandate and the Extension Mandate upon the expiry of the current general mandates to issue Shares and repurchase Shares granted to the Directors by ordinary resolutions passed at the annual general meeting of the Company held on 29 May 2020; (b) the re-election of the retiring Directors; and

(c) the proposed final dividend for the year ended 31 December 2020.

- 7 -

LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM in person, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and article 79 of the Articles of Association, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

RECOMMENDATION

The Board (including all independent non-executive Directors) consider that the proposed resolutions set out in the notice of the AGM including (a) the grant to the Directors of the Issuing Mandate, the Repurchase Mandate and the Extension Mandate upon the expiry of the current general mandates to issue Shares and repurchase Shares granted to the Directors by ordinary resolutions passed at the annual general meeting of the Company held on 29 May 2020; (b) the re-election of the retiring Directors; and (c) the proposed final dividend for the year ended 31 December 2020, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

- 8 -

LETTER FROM THE BOARD

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By Order of the Board

Consun Pharmaceutical Group Limited

AN Yubao

Chairman and Executive Director

Hong Kong, 21 April 2021

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate.

LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase shares on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the SFC subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 819,623,980 Shares in issue.

The Repurchase Mandate will enable the Directors to repurchase the Shares up to a maximum of 10% of the total number of the issued Shares of the Company on the date of passing the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 81,962,398 Shares.

The Repurchase Mandate, unless revoked or varied by way of an ordinary resolution of the Shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company, which is expected to be convened on or before 30 June 2022.

FUNDING OF REPURCHASE

Repurchases must be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands, which may include distributable profits of the Company.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

EFFECT OF EXERCISING THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the most recent published audited financial statements, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has a present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a Shares repurchase, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date and insofar the Directors are aware of, Mr. An is the founder of a discretionary trust holding, via an intermediate holding company, 197,324,000 Shares, representing approximately 24.08% of the total number of issued Shares of the Company. Mr. An, the trustee (and the intermediate holding company) of the discretionary trust in its capacity, Ms. Li, Double Grace International Limited, Mr. Young and Guidoz Limited (which is wholly owned by Mr. Young) are taken to be a concert party group holding a total of approximately 452,716,000 Shares, representing approximately 55.23% of the total number of issued Shares of the Company for the purpose of the Takeovers Code. On the basis of 819,623,980 Shares in issue as at the Latest Practicable Date and assuming no further issue or repurchase of Shares prior to the date of the AGM and assuming that there will not be any change in the issued share capital of the Company prior to the repurchase of Shares, in the

- 11 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

event that the Repurchase Mandate was exercised in full, their interests in the Company as a concert party group with respect to the Company will be further increased to approximately 61.37%. On the basis of the aforesaid increase of shareholding, the Directors are not presently aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

SHARE REPURCHASE MADE BY THE COMPANY

The Company bought back an aggregate of 6,045,000 Shares on the Stock Exchange during the six months preceding the Latest Practicable Date, details of which are as follows:

					Highest	Lowest	Total
			No. of Shares	price paid	price paid	Amount
Date (dd/mm/yyyy)	repurchased	per Share	per Share	Paid
					(HKD)	(HKD)	(HKD)
15	October 2020	500,000		3.35	3.28	1,655,450
16	October 2020	220,000		3.33	3.30	728,640
19	October 2020	500,000		3.35	3.25	1,652,000
21	October 2020	500,000		3.30	3.23	1,632,200
22	October 2020	485,000		3.35	3.22	1,605,980
27	October 2020	500,000		3.25	3.18	1,607,250
28	October 2020	500,000		3.22	3.12	1,576,600
29	October 2020	500,000		3.15	3.06	1,563,050
2	November 2020	400,000		3.04	2.99	1,210,160
3	November 2020	185,000		3.04	2.99	553,909
4	November 2020	273,000		3.02	2.97	819,901
5	November 2020	199,000		3.05	3.01	603,269
6	November 2020	90,000		3.06	3.01	273,843
9	November 2020	130,000		3.06	3.03	395,967
10	November 2020	396,000		3.08	3.04	1,213,146
11 November 2020	114,000		3.11	3.06	351,679
12	November 2020	71,000		3.20	3.15	226,383
13	November 2020	95,000		3.21	3.16	302,794
16	November 2020	72,000		3.20	3.13	228,362
17	November 2020	126,000		3.24	3.18	403,124
18	November 2020	189,000		3.25	3.19	607,975
Total	6,045,000				19,211,682

Saved as disclosed herein, the Company had not repurchased any Shares in the six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.

- 12 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

SHARE PRICES

The highest and lowest closed prices at which the Shares were traded on the Stock Exchange during each of the twelve calendar months immediately preceding (and including) the Latest Practicable Date were as follows:

	Closed prices
	Highest	Lowest
	HKD	HKD
2020
April	4.00	3.55
May	4.01	3.30
June	3.61	3.07
July	3.41	2.88
August	3.30	2.90
September	3.57	3.23
October	3.40	3.05
November	3.31	2.95
December	3.17	3.05
2021
January	3.40	3.05
February	3.17	3.40
March	4.12	3.08
April (up to the Latest Practicable Date)	4.42	3.94

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APPENDIX II PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

The particulars of the retiring Directors who are subject to re-election at the AGM and which are required to be disclosed under the Listing Rules are set out below:

Professor ZHU Quan

Professor ZHU Quan (朱荃), aged 81, is our executive Director. He was appointed as our Director with effect from 24 December 2012. Professor Zhu is also a director and the chief scientist of Guangzhou Consun Pharmaceutical Company Limited ("GZ Consun"). Professor Zhu joined our Group in August 2006 as the chief scientist of GZ Consun. Professor Zhu is primarily responsible for the product research and development of our Group.

Professor Zhu has over 50 years of experience in teaching and research at medical school and in the business of pharmaceutical industry. He served various positions, such as a director of 國家規範化中藥藥理實驗室 (National Standardization Laboratory for Chinese Herbal Pharmacology), a Ph.D. candidate supervisor at 南京中醫藥大學 (Nanjing University of Chinese Medicine) between October 1981 and November 2005 and served as professor and Ph.D. candidate supervisor at 澳門科技大學 (Macau University of Science and Technology) from 2013 to 2019. Professor ZHU also served as an expert for 國家教育部科學技術委員會 (Science & Technology Commission of Ministry of Education), an assessment expert for 國家 自然科學基金生命科學部 (Department of Life Science of National Natural Science Foundation), a drug evaluation expert in Jiangsu Province and in the PRC and a State Council Special Allowance Expert.

Professor Zhu graduated from 中醫科學院 (China Academy of Traditional Chinese Medicine) (now known as 中國中醫科學院 (China Academy of Chinese Medical Sciences)) in November 1981 with a master's degree in pharmacology of traditional Chinese medicine.

As at the Latest Practicable Date, save that Professor Zhu was interested in 3,047,700 Share Options of the Company, he did not have any interests in the Shares within the meaning of Part XV of the SFO.

Professor Zhu has entered into a service agreement with the Company with a term of three years commencing from the date of appointment and is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. He is entitled to RMB700,000 as annual salary. The remuneration committee of the Company will make recommendations to the Board on the remuneration and compensation packages with reference to his responsibilities, work load, the time devoted to the Group and the performance of the Group. The principal elements of his remuneration package include salary and allowance, but exclude discretionary bonus.

Professor Zhu is not connected with any existing Directors, senior management or substantial shareholders or controlling shareholders of the Company.

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APPENDIX II PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

Ms. CHEN Yujun

Ms. CHEN Yujun, aged 41, is our independent non-executive Director. She was appointed as our independent non-executive Director with effective from 31 May 2019.

Ms. Chen has over 15 years of experience in auditing, accounting and corporate finance. She has been a member of the Chinese Institute of Certified Public Accountants since 2010 and obtained a bachelor's degree in arts and a bachelor's degree in management from Guangdong University of Foreign Studies (廣東外語外貿大學) in 2005. Ms. Chen has been the vice general manager of financial management center of Guangzhou Fineland Real Estate Development Co., Ltd. (廣州市方圓房地產發展有限公司) since February 2018. Prior to that, she worked with Shanghai Eyugame Network Technology Co., Ltd. (上海易娛網絡科技有限公司) as the chief financial officer from March 2016 to February 2018; worked with the Group as the chief financial officer from April 2014 to March 2016 and as deputy chief financial officer from May 2013 to March 2014; worked with KPMG in the audit department from July 2005 to May 2012 at various posts.

As at the Latest Practicable Date, Ms. Chen did not have any interests in the Shares within the meaning of Part XV of the SFO.

Ms. Chen has entered into a service agreement with the Company with a term of three years commencing from 31 May 2019 and is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. She is entitled to RMB144,000 as annual salary. The remuneration committee of the Company will make recommendations to the Board on the remuneration and compensation package with reference to her responsibilities, work load, the time devoted to the Group and the performance of the Group. The principal elements of her remuneration package include salary and allowance, but exclude discretionary bonus.

Ms. Chen is not connected with any existing Directors, senior management or substantial shareholders or controlling shareholders of the Company.

Mr. An Meng

Mr. An Meng (安猛), aged 49, is our executive Director. He was appointed as an executive Director and vice president with effective from 24 March 2021.

Mr. An Meng has obtained an Executive Master of Business Administration (EMBA) degree from the China Europe International Business School and has over 20 years of experience in the property insurance and venture capital industries.

From December 1992 to May 2007, Mr. An Meng worked with the PICC Insurance Group* (中國人民保險集團), and served as the deputy director of market development division of PICC Property and Casualty Co., Ltd. Guangzhou Branch* (中國人民財產保險股份有限公 司廣州分公司), as the general manager of its Guangzhou Haizhu Branch* (廣州海珠支公司) and as the general manager of its Guangzhou Yuexiu Branch* (廣州越秀支公司). From June

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APPENDIX II PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

2007 to August 2014, Mr. An Meng worked with China Taiping General Insurance Group* (中 國太平保險集團), and served as the general manager of Taiping General Insurance Co., Ltd. Guangdong Province Branch* (太平財產保險有限公司廣東省分公司) and as the marketing general manager, the deputy general manager, the secretary of the disciplinary committee and the head of compliance of its head office. In November 2014, Mr. An Meng co-foundedShenzhen Yaxi Pisi Technology Company Limited ("Yaxi Pisi")* (深圳市亞希彼斯科技有限公 司) and acted as its CEO, responsible for the development of an APP for children health management named "Yimiaobao"* (疫苗寳). In October 2015, Yaxi Pisi was sold as a whole to a company in the same industry and realised investment gains. Since March 2016, Mr. An Meng has been serving as one of the partners of Shenzhen Huiyue Growth Investment Fund (limited partnership)* (深圳市慧悅成長投資基金企業(有限合夥)) since he joined Fibonacci VC* (深圳市千乘資本控股有限公司).

As at the Latest Practicable Date, Mr. An Meng held 14,531,000 Shares and was deemed to be interested in 197,324,000 Shares held by Central Success Developments Limited. The entire issued share capital of Central Success Developments Limited is owned by Aali Resources Limited which is held in the name of BOS Trustee Limited as a trustee of a discretionary trust of which Mr. An is the founder and Mr. An Meng is one of the beneficiaries. Save as disclosed, as at the Latest Practicable Date, Mr. An Meng did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. An Meng has entered into a service agreement with the Company to act as an Executive Director and vice president for a term of three years commencing from 24 March 2021 and is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. He is entitled to RMB1,050,000 as annual salary. The remuneration committee of the Company will make recommendations to the Board on the remuneration and compensation packages with reference to his responsibilities, work load, the time devoted to the Group and the performance of the Group. The principal elements of his remuneration package include salary and allowance, but exclude discretionary bonus.

Mr. An Meng is the son of Mr. An who is the Chairman, an executive Director and a controlling shareholder of the Company. Save as disclosed, Mr. An Meng is not connected with any existing Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Xu Hanxing

Mr. Xu Hanxing (徐瀚星), aged 27, is our executive Director. He was appointed as an executive Director, general manager assistant and financial manager with effective from 24 March 2021.

Mr. Xu obtained a Bachelor of Business Administration (Public Accounting) and a Master of Science in Financial Management from Lubin School of Business, Pace University in the United States.

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APPENDIX II PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

Mr. Xu joined the Company in November 2020 as a general manager assistant and financial manager. From September 2018 to November 2020, Mr. Xu worked with PricewaterhouseCoopers, Hong Kong and served as a senior associate.

As at the Latest Practicable Date, Mr. Xu did not have any interests or underlying interests in the Shares within the meaning of Part XV of the SFO.

Mr. Xu has entered into a service agreement with the Company to act as an executive Director, general manager assistant and financial manager for a term of three years commencing from 24 March 2021, subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. He is entitled to RMB320,000 as annual salary. The remuneration committee of the Company will make recommendations to the Board on the remuneration and compensation packages with reference to his responsibilities, work load, the time devoted to the Group and the performance of the Group. The principal elements of his remuneration package include salary and allowance, but exclude discretionary bonus.

Mr. Xu is the son of Ms. Li who is the Vice Chairlady, an executive Director, the Chief Executive Officer, and a controlling shareholder of the Company. Save as disclosed, Mr. Xu is not connected with any existing Directors, senior management, substantial shareholders or controlling shareholders of the Company.

There are no other matters relating to the re-election of the retiring Directors that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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NOTICE OF AGM

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1681)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Consun Pharmaceutical Group Limited (the "Company") will be held at United Conference Centre, 10th Floor, United Center, 95 Queensway, Admiralty, Hong Kong on 21 May 2021 (Friday), at 10:00 a.m. for the following purposes:

1. To receive and approve the audited consolidated financial statements together with the directors' report and the independent auditor's report of the Company for the year ended 31 December 2020.
2. (a) To re-elect Professor ZHU Quan as an executive director of the Company.
3. 1. To re-elect Ms. CHEN Yujun as an independent non-executive director of the Company.
   2. To re-elect Mr. AN Meng as an executive director of the Company.
   3. To re-elect Mr. XU Hanxing as an executive director of the Company.
   4. To authorise the board of directors of the Company (the "Directors") to fix the Directors' remuneration.
4. To declare and pay to the shareholders of the Company a final dividend of HKD0.2 per ordinary share of the Company for the year ended 31 December 2020.
5. To re-appoint KPMG as auditors of the Company and to authorise the board of Directors to fix their remuneration.

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

5. "THAT:

1. subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF AGM

1. the approval in paragraph (a) shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the shares in the capital of the company to be issued either during or after the end of the Relevant Period (as hereinafter defined);
2. the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued shares of the Company at the date of the passing of this resolution and the said approval shall be limited accordingly; and
3. for the purpose of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

"Rights Issue" means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such

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NOTICE OF AGM

exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

6. "THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the total number of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of issued shares of the Company at the date of the passing of this resolution, and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and
3. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution."

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NOTICE OF AGM

7. "THAT conditional upon the ordinary resolutions set out in paragraphs 5 and 6 of the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal in any unissued shares pursuant to the ordinary resolution set out in paragraph 5 of the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution set out in paragraph 6 of the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total number of issued shares of the Company at the date of the passing of this resolution."

By Order of the Board

Consun Pharmaceutical Group Limited

AN Yubao

Chairman and Executive Director

Hong Kong, 21 April 2021

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NOTICE OF AGM

Notes:

1. A member entitled to attend and vote at the above meeting (or at any adjournment thereof) (the "AGM") shall be entitled to appoint another person as his proxy to attend and, on a poll, vote in his stead. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and, on a poll, vote on his behalf. A proxy need not be a member of the Company.
2. In order to be valid, a proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the share registrar of the Company in Hong Kong, 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 for holding the meeting or any adjournment thereof.
3. The register of members of the Company will be closed from Tuesday, 18 May 2021 to Friday, 21 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine the eligibility of the Shareholders who are entitled to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 17 May 2021.
4. To determine Shareholders' entitlements to the proposed final dividend relating to proposed resolution no.3 in this notice, the register of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021 (both days inclusive), during which period no share transfer will be registered. In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company's branch 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, not later than 4:30 p.m. on Monday, 31 May 2021.
5. According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at general meeting of the Company must be taken by poll. Therefore, all proposed resolutions put to the vote at the AGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
6. With regard to proposed resolution nos. 2, 5 to 7 in this notice, a circular giving details of the re-election of retiring Directors and general mandates to issue and to repurchase Shares will be despatched to Shareholders. The biographical details of the retiring Directors who are subject to re-election at the meeting are set out in Appendix II to the circular.
7. As at the date of this notice, the Board comprises Mr. AN Yubao, Ms. LI Qian, Professor ZHU Quan, Mr. AN Meng and Mr. XU Hanxing as executive Directors; Mr. SU Yuanfu, Mr. FENG Zhongshi and Ms. CHEN Yujun as independent non-executive Directors.

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