CSPC Pharmaceutical : PROPOSALS FOR GENERAL MANDATES TO BUY-BACK SHARES AND TO ISSUE SHARES AND MANDATE TO GRANT OPTIONS, RE-ELECTION OF THE RETIRING DIRECTORS, AND 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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CSPC PHARMACEUTICAL GROUP LIMITED, you should at once hand this circular with the accompanying proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale 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.

石 藥 集 團 有 限 公 司

CSPC PHARMACEUTICAL GROUP LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1093)

PROPOSALS FOR

GENERAL MANDATES TO BUY-BACK SHARES

AND TO ISSUE SHARES AND MANDATE TO GRANT OPTIONS,

RE-ELECTION OF THE RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of CSPC Pharmaceutical Group Limited to be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Tuesday, 18 May 2021 at 10:00 a.m. is set out on pages 18 to 24 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a proxy form will not prevent you from attending and voting in person at the meeting should you so desire.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page ii of this document for measures being taken to try to prevent and control the spread of the novel coronavirus at the Annual General Meeting, including:

• compulsory temperature checks
• compulsory wearing of face masks
• no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company encourages attendees to wear face masks and reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

Hong Kong, 15 April 2021

CONTENTS
	Page
Precautionary Measures for the Annual General Meeting. . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to buy-back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Mandate to grant options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II - Details of Retiring Directors Proposed to be Re-elected. . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing novel coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
2. Each attendee is required to wear face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.
3. No refreshments will be served, and there will be no corporate gifts.

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

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

The proxy form is attached to the Annual General Meeting Circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "Investor Relations" section of the Company's website at www.cspc.com.hk. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the HKSCC), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- ii -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

If Shareholders choosing not to attend the Annual General Meeting in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via the Company's investor relations department as follows:

Investor Relations

Email: [e-mail]

Tel: [phone]

Fax: [phone]

If Shareholders have any questions relating to the Annual General Meeting, please contact Tricor Secretaries Limited, the Company's share registrar as follows:

Tricor Secretaries Limited

Level 54, Hopewell Centre 183 Queen's Road East, Hong Kong

E-mail:[e-mail]

Tel: [phone]

Fax: [phone]

- iii -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at Regus Business Centre, 35th Floor, Central Plaza, 18
	Harbour Road, Wan Chai, Hong Kong on Tuesday, 18 May
	2021 at 10:00 a.m., notice of which is set out on pages 18 to
	24 of this circular
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors
"Buy-back Proposal"	the proposal to give a general mandate to the Directors to
	exercise the powers of the Company to buy-back during the
	period as set out in the Buy-back Resolution
"Buy-back Resolution"	the proposed ordinary resolution as referred to in resolution
	no. 5 of the notice of the Annual General Meeting
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong)
"Company"	CSPC Pharmaceutical Group Limited, a company incorporated
	in Hong Kong with limited liability under the Companies
	Ordinance
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Latest Practicable Date"	7 April 2021, being the latest practicable date prior to the
	printing of this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)

- 1 -

	DEFINITIONS
"Share(s)"	share(s) of the Company with no par value
"Share Buy-back Rules"	the relevant rules set out in the Listing Rules to regulate the
	buy-back by companies with primary listing on the Stock
	Exchange of their own securities on the Stock Exchange
"Share Option Scheme"	a share option scheme adopted by the Shareholders effective
	on 9 December 2015
"Shareholder(s)"	registered holder(s) of Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs
"HK$"	Hong Kong dollars, the lawfully currency of Hong Kong

- 2 -

LETTER FROM THE BOARD

石 藥 集 團 有 限 公 司

CSPC PHARMACEUTICAL GROUP LIMITED

("the Company")

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1093)

Executive Directors:	Registered Office:
CAI Dongchen (Chairman and CEO)	Suite 3206
ZHANG Cuilong	32nd Floor
(Vice-Chairman and Rotating CEO)	Central Plaza
WANG Zhenguo	18 Harbour Road
PAN Weidong	Wan Chai
WANG Huaiyu	Hong Kong
LI Chunlei
WANG Qingxi
CHAK Kin Man
JIANG Hao
Independent Non-executive Directors:
WANG Bo
CHEN Chuan
WANG Hongguang
AU Chun Kwok Alan
LAW Cheuk Kin Stephen
	Hong Kong, 15 April 2021
To the Shareholders,
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO BUY-BACK SHARES

AND TO ISSUE SHARES AND MANDATE TO GRANT OPTIONS,

RE-ELECTION OF THE RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

- 3 -

LETTER FROM THE BOARD

INTRODUCTION

The purposes of this circular are to provide you with information regarding the proposals for the generate mandates to buy-back Shares and to issue Shares, the mandate to grant options and the re-election of the retiring Directors, and to seek your approval at the Annual General Meeting in connection with, inter alia, such matters.

GENERAL MANDATE TO BUY-BACK SHARES

At the annual general meeting of the Company held on 15 June 2020, a general mandate was given to the Directors to exercise the powers of the Company to buy-back Shares. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting. The Directors propose to seek your approval of the Buy-back Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Buyback Rules to provide the requisite information of the Buy-back Proposal is set out in Appendix I hereto.

As at the Latest Practicable Date, the number of issued Shares is 11,973,769,732 Shares. Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought-back prior to the Annual General Meeting, the Company would be allowed under the Buy-back Resolution to buy-back a maximum of 1,197,376,973 Shares representing not more than 10% of the total number of issued Shares as at the date of passing the Buy-back Resolution.

GENERAL MANDATE TO ISSUE SHARES

It will also be proposed at the Annual General Meeting an ordinary resolution granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 10% (rather than 20% as allowed under the Listing Rules) of the issued Shares as at the date of passing the resolution.

The Company acknowledges the concern of minority Shareholders with respect to possible dilution of their shareholding interests resulting from the exercise of the general mandate to issue Shares. Accordingly, the Board has proposed to limit the general mandate to 10% of the issued Shares (rather than 20% as allowed under the Listing Rules) as at the date of passing the resolution, and that any Shares to be allotted and issued pursuant to the general mandate shall not be at a discount of more than 10% (rather than 20% as allowed under the Listing Rules) of the Benchmarked Price (as referred to in resolution no. 6(e) of the notice of the Annual General Meeting) of such Shares. The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to issue Shares for flexibility in raising capital as and when needed.

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LETTER FROM THE BOARD

MANDATE TO GRANT OPTIONS

Under section 141 of the Companies Ordinance, directors of a company shall not, without shareholders' prior approval in general meeting or such approval expires at the conclusion of the next annual general meeting after the approval was given, allot new Shares or grant rights to subscribe for, or to convert any security into Shares in the company. Therefore, the Directors propose to seek the approval of the Shareholders at the Annual General Meeting to grant to the Directors an unconditional mandate to grant options under the Share Option Scheme, details of which are set out in ordinary resolution no.7 in the Notice of Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. CAI Dongchen, Mr. ZHANG Cuilong, Mr. WANG Zhenguo, Mr. PAN Weidong, Mr. WANG Huaiyu, Dr. LI Chunlei, Dr. WANG Qingxi, Mr. CHAK Kin Man and Dr. JIANG Hao and the independent non-executive Directors are Mr. WANG Bo, Mr. CHEN Chuan, Prof. WANG Hongguang, Mr. AU Chun Kwok Alan and Mr. LAW Cheuk Kin Stephen.

Mr. LAW Cheuk Kin Stephen was appointed as an independent non-executive director of the Company on 8 March 2021.

In accordance with article 92 of the Articles of Association, the Board shall have power from time to time, and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in case of an addition to the Board), and shall then be eligible for re-election at the meeting.

Pursuant to article 92 of the Articles of Association, Mr. LAW Cheuk Kin Stephen, independent non-executive Director, will hold office until the next following general meeting of the Company and will retire at the Annual General Meeting. He will be eligible for re-election at the Annual General Meeting.

Pursuant to Article 101 of the Articles of Association, Mr. CAI Dongchen, Mr. ZHANG Cuilong, Mr. PAN Weidong, Dr. LI Chunlei and Dr. WANG Qingxi shall retire by rotation from office at the Annual General Meeting and, being eligible, offer themselves for re- election.

- 5 -

LETTER FROM THE BOARD

Mr. LAW Cheuk Kin Stephen was appointed as independent non-executive Director on 8 March 2021. He shall retire in accordance with the Articles of Association at the Annual General Meeting. During his tenure of office, Mr. LAW had been able to fulfill all the requirements regarding independence of independent non-executive director and provide confirmation of independence to the Company under Rule 3.13 of the Listing Rules. The Board is not aware of any foreseeable events that may occur and affect the independence of Mr. LAW and believes that he is and will continue to be independent of the Company. The Board will continue to review the independence of Mr. LAW annually.

Beside, during his tenure of office, Mr. LAW had discharged his duties as independent non-executive Director to the satisfaction of the Board. The Board is of the view that Mr. LAW will continue to contribute to the Board with his comprehensive experience and knowledge in accounting industry.

In view of the above, the Board considers that the re-election of Mr. LAW Cheuk Kin Stephen as independent non-executive Director is beneficial to the Board, the Company and the Shareholders as a whole. Separate resolution will be proposed at the Annual General Meeting to approve the re-election of Mr. LAW Cheuk Kin Stephen as independent non- executive Director.

Having regard to the experience, skill and expertise as well as the overall board diversity of the Company, the nomination committee of the Company recommended re-election of the aforesaid retiring Directors to the Board. Accordingly, the Board has proposed that each of the above retiring Directors, namely Mr. CAI Dongchen, Mr. ZHANG Cuilong, Mr. PAN Weidong, Dr. LI Chunlei, Dr. WANG Qingxi and Mr. LAW Cheuk Kin Stephen, stands for re-election as Director by way of separate resolution at the Annual General Meeting.

Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

Set out on pages 18 to 24 of this circular is the notice convening the Annual General Meeting.

At the Annual General Meeting, resolutions will be proposed to the Shareholders in respect of ordinary business to be considered at the Annual General Meeting, including re-election of Directors, and special business to be considered at the Annual General Meeting, being the ordinary resolutions proposed to approve Buy-back Proposal, the general mandate for Directors to issue new Shares and the mandate to grant options.

- 6 -

LETTER FROM THE BOARD

ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed herein. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the Company's share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of a proxy form will not prevent you from attending and voting in person at the meeting should you so desire.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that all the above-mentioned resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions set out in the notice of Annual General Meeting.

By Order of the Board

CSPC Pharmaceutical Group Limited

CAI Dongchen

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Share Buy-back Rules, to provide requisite information to you for your consideration of the proposal to permit the buy-back of Shares up to a maximum of 10% of the issued Shares as at the date of the Buy-back Resolution.

This appendix also constitutes the memorandum required under Section 239(2) of the Companies Ordinance.

1. ISSUED SHARES
   As at the Latest Practicable Date, the number of issued Shares is 11,973,769,732 Shares.
   Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought-back prior to the Annual General Meeting, the Company would be allowed under the Buy-back Resolution to buy-back a maximum of 1,197,376,973 Shares representing not more than 10% of the issued Shares at the date of passing the Buy-back Resolution (subject to adjustment in the case of subdivision or consolidation of Shares).
2. REASONS FOR BUY-BACK
   The Directors believe that the Buy-back Proposal is in the best interests of the Company and its Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/ or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and its Shareholders.
3. FUNDING OF REPURCHASES
   Any buy-backs will only be funded out of funds of the Company legally available for such purpose in accordance with its Articles of Association and the Companies Ordinance. The Companies Ordinance provides that payment in respect of a Share buy-back may be made out of the Company's distributable profit and/or out of the proceeds of a new issue of Shares made for the purpose of the buy-back.
   There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 December 2020 in the event that the Buyback Proposal was to be carried out in full at any time during the

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date and for the month of April 2021 up to the Latest Practicable Date were as follows:

	Shares Price
	Highest	Lowest
	HK$	HK$
2020
April	8.958A	7.531A
May	9.073A	7.510A
June	7.885A	7.823A
July	10.475A	8.950A
August	11.163A	9.525A
September	11.050A	9.113A
October	10.220	8.040
November	8.500	7.440
December	8.190	7.080
2021
January	9.140	7.700
February	9.140	7.860
March	10.080	8.050
April (Up to Latest Practicable Date)	9.670	9.300

1. Adjusted for the bonus issue on the basis of 1 Share for every 5 then existing Shares with ex-entitlement date of 18 June 2020 and/or bonus issue on the basis of 3 Shares for every 5 then existing Shares with ex-entitlement date of 15 October 2020, where applicable.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

1. UNDERTAKING
   The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Resolution and in accordance with the Listing Rules and the applicable laws of Hong Kong.
   None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Buy-back Proposal if such is approved by the Shareholders.
   No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Buy-back Proposal is approved by the Shareholders.
2. TAKEOVERS CODE
   If on the exercise of the power to buy-back Shares pursuant to the Buy-back Proposal, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
   As at the Latest Practicable Date, Mr. CAI Dongchen has personal interests in 212,132,960 Shares and is also deemed to be interested in 2,604,708,710 Shares through controlled corporations, representing approximately 23.53% of the issued Shares. Common Success International Limited ("CSIL"), a company ultimately beneficially owned as to 100% by around 120 management personnel of the Group and CSPC Holdings Company Limited ("CHL"), holds 728,796,313 Shares, representing approximately 6.09% of the issued Shares. Based on such shareholdings and in the event that the Directors exercised in full the power to buy-back Shares pursuant to the Buy-back Proposal, the interest of Mr. CAI Dong Chen would be increased to approximately 26.14% of the issued Shares, and the interest of CSIL would be increased to approximately 6.76% of the issued Shares.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

If Mr. CAI Dongchen and CSIL are treated by the Securities and Future Commission ("SFC") to be acting in concert, and in the event that the Buy-back Proposal is exercised in full, an obligation to make a general offer to the Shareholders under Rules 26 and 32 of the Takeovers Code may arise. If they are not treated by the SFC to be acting in concert, the Directors are not aware of any general offer obligation under Rule 26 and 32 of the Takeovers Code may arise. The Directors have no present intention to exercise the power to buy back Shares pursuant to the Buy-back Proposal to such an extent as to result in takeover obligations. The Company will not buy-back Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

7. SHARES BUY-BACK MADE BY THE COMPANY

The Company had not bought-back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

The following are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting in accordance with the Articles of Association:

Mr. CAI Dongchen, aged 67, Chairman and Chief Executive Officer of the Company, was appointed as an executive director of the Company in 1998. Mr. CAI is also the chairman of the Nomination Committee of the Company and a director of certain subsidiaries of the Group. Mr. CAI holds a MBA degree from Nankai University and has extensive technical and management experience in the pharmaceutical industry.

Mr. CAI is a substantial shareholder of the Company within the meaning of Part XV of the Securities and Futures Ordinance ("SFO") and a director of True Ally Holdings Limited and Massive Giant Group Limited, both are substantial shareholders of the Company within the meaning of Part XV of the SFO.

Mr. CAI has entered into a service contract with the Company for a term of three years commencing from 1 April 2021 and his appointment is subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association. His director's fee is to be determined by the Board and to be authorised by the Shareholders at the annual general meeting with reference to his performance and responsibilities, performance of the Group and prevailing market practices. Mr. CAI received remuneration of RMB11,841,000 for the year ended 31 December 2020.

As at the Latest Practicable Date, Mr. CAI has personal interests in 212,132,960 Shares and is also deemed to be interested in 2,604,708,710 Shares through controlled corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. CAI (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management, substantial Shareholders or controlling Shareholders of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. CAI has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no information that should be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Mr. ZHANG Cuilong, aged 52, was appointed as an executive director of the Company in 2018 and was appointed as Vice-Chairman and Rotating Chief Executive Officer of the Company on 21 May 2019. Mr. Zhang is also a director of certain subsidiaries of the Group. Mr. Zhang holds a bachelor's degree in pharmacology from Hebei Medical College (now known as Hebei Medical University) and has extensive technical, marketing and management experience in the pharmaceutical industry.

Mr. ZHANG has entered into a service contract with the Company for a term of three years commencing from 9 July 2018 and his appointment is subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association. His director's fee is to be determined by the Board and to be authorised by the Shareholders at the annual general meeting with reference to his performance and responsibilities, performance of the Group and prevailing market practices. Mr. ZHANG received remuneration of RMB8,812,000 for the year ended 31 December 2020.

Save as disclosed above, Mr. ZHANG (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management, substantial Shareholders or controlling Shareholders of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. ZHANG has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no information that should be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. PAN Weidong, aged 51, was appointed as an executive director of the Company in 2006. Mr. PAN is also a director of certain subsidiaries of the Group. Mr. PAN holds an EMBA degree from Tsinghua University and has extensive finance, accounting and investment experience in the pharmaceutical industry.

Mr. PAN is also a director of Common Success International Limited, a substantial shareholder of the Company within the meaning of Part XV of the SFO.

Mr. PAN has entered into a service contract with the Company for a term of three years commencing from 1 April 2021 and his appointment is subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association. His director's fee is to be determined by the Board and to be authorised by the Shareholders at the annual general meeting with reference to his performance and responsibilities, performance of the Group and prevailing market practices. Mr. PAN received remuneration of RMB4,379,000 for the year ended 31 December 2020.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. PAN (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management, substantial Shareholders or controlling Shareholders of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. PAN has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no information that should be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules.

Dr. LI Chunlei, aged 44, was appointed as an executive director of the Company in 2017. Dr. LI is currently the Chief Scientist of the Group in charge of research and development. Dr. LI is also the general manager of a subsidiary of the Company, deputy director of the Novel Pharmaceutical Preparations and Excipients State Key Laboratory and director of the Hebei Pharmaceutical Engineering Technology Centre. Dr. LI holds a bachelor's degree in engineering (biological pharmaceutics) from Jilin University and Shenyang Pharmaceutical University, a master's degree in science (microbial and biochemical pharmaceutics) from Jilin University and a doctorate in science (pharmaceutical science) from Shenyang Pharmaceutical University.

Dr. LI is currently a member of the Pharmaceutical Preparations Professional Committee and Nano Drugs Professional Committee established by Chinese Pharmaceutical Association; and also an executive member of the Nano Biotech Sub-committee established by the China Medicinal Biotech Association.

Dr. LI has entered into a service contract with the Company for a term of three years commencing from 12 December 2020. He is also subject to retirement by rotation and reelection at the annual general meetings of the Company in accordance with the Articles of Association. His director's fee is to be determined by the Board and to be authorised by the Shareholders at the annual general meeting with reference to his performance and responsibilities, performance of the Group and prevailing market practices. Dr. LI received remuneration of RMB4,362,000 for the year ended 31 December 2020.

Save as disclosed above, Dr. LI (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management, substantial Shareholders or controlling Shareholders of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Save as disclosed above, Dr. LI has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no information that should be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules.

Dr. WANG Qingxi, aged 55, was appointed as an executive director of the Company in 2018. Dr. WANG is also a director of certain subsidiaries of the Group. Prior to joining the Group, Dr. WANG worked at Merck & Co., Inc. in the U.S. for 20 years where he held senior positions including director of pharmaceutical R&D and director of business development and operation. Dr. WANG holds a bachelor's degree in science (chemistry) and a master's degree in science (chemistry) from Nankai University in China, a master's degree in science (polymer science) and a doctorate in chemistry from University of Connecticut in the U.S. and a MBA degree from Temple University in the U.S..

Dr. WANG has entered into a service contract with the Company for a term of three years commencing from 20 August 2018 and his appointment is subject to retirement and reelection at the annual general meeting in accordance with the Articles of Association. His director's fee is to be determined by the Board and to be authorised by the Shareholders at the annual general meeting with reference to his performance and responsibilities, performance of the Group and prevailing market practices. Dr. WANG received remuneration of RMB2,743,000 for the year ended 31 December 2020.

Save as disclosed above, Dr. WANG (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management, substantial Shareholders or controlling Shareholders of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Dr. WANG has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no information that should be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Mr. Law Cheuk Kin Stephen, aged 58, was appointed as an independent non-executive director of the Company on 8 March 2021. He is currently the Managing Director of ANS Capital Limited. He is also an independent non-executive director of China Everbright Limited, Somerley Capital Holdings Limited, China Galaxy Securities Co., Ltd. and Bank of Guizhou Co., Ltd., all of which are listed on the Stock Exchange. Mr. Law previously served as the Finance Director and a member of the Executive Directorate of MTR Corporation Limited, Chief Financial Officer of Guoco Group Limited, Hong Kong and Managing Director of TPG Growth Capital (Asia) Limited, and held various senior positions in the Morningside Group and Wheelock Group. He was also previously a non- executive director of China NT Pharma Group Limited (listed on the Stock Exchange), an alternate director of MIE Holdings Corporation (listed on the Stock Exchange), an independent non-executive director of AAG Energy Holdings Limited (listed on the Stock Exchange) and Stealth BioTherapeutics Corp. (listed on Nasdaq). He is currently a member of the board of directors of SOW (Asia) Foundation and a council member of Hong Kong Business Accountants Association. He served as a council member of the Hong Kong Institute of Certified Public Accountants from 2010 to 2017 and an adjunct professor of the Hong Kong Polytechnic University from 2015 to 2017. He is currently a member of the Hong Kong Institute of Certified Public Accountants and a member of the Institute of Chartered Accountants in England and Wales. Besides, Mr. Law has been appointed by the Ministry of Finance of the People's Republic of China as an expert consultant to provide advice on finance and management accounting. Mr. Law holds a Bachelor's degree in Science (Civil Engineering) from the University of Birmingham, the United Kingdom and received a Master's degree in Business Administration from the University of Hull, the United Kingdom.

Mr. Law has entered into a service agreement with the Company for a term of three years from 8 March 2021. He is also subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Mr. Law is entitled to receive an annual director's fee of HK$300,000. His director's fee is to be determined by the Board and to be authorised by the Shareholders at the annual general meeting with reference to his performance and responsibilities, performance of the Group and prevailing market practices.

Save as disclosed above, Mr. Law (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management, substantial Shareholders or controlling Shareholders of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. Law has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there are no information that should be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

石 藥 集 團 有 限 公 司

CSPC PHARMACEUTICAL GROUP LIMITED

("the Company")

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1093)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of CSPC Pharmaceutical Group Limited (the "Company") will be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Tuesday, 18 May 2021 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements, the report of the directors and the independent auditor's report for the year ended 31 December 2020;
2. To declare a final dividend of HK9 cents per share for the year ended 31 December 2020;
3. (a) To re-elect the following directors:
4. 1. 1. Mr. CAI Dongchen as an executive director;
      2. Mr. ZHANG Cuilong as an executive director;
      3. Mr. PAN Weidong as an executive director;
      4. Dr. LI Chunlei as an executive director;
      5. Dr. WANG Qingxi as an executive director; and
      6. Mr. LAW Cheuk Kin Stephen as an independent non-executive director;
   2. To authorize the board of directors to fix the remuneration of directors;

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditor and to authorise the board of directors to fix the remuneration of auditor.
2. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:
   "THAT:
3. 1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back shares of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and 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 the requirements of the Rules Governing the Listing of Securities on the Stock Exchange 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 directors of the Company are authorised to buy-back pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution) and the said approval 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 earlier 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 law or the articles of association of the Company to be held; and
      3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
      4. • 19 -

NOTICE OF ANNUAL GENERAL MEETING

6. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

"THAT:

1. subject to paragraph (c) below and pursuant to Sections 140 and 141 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
3. the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph
4. 1. above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined);
   1. an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants, bonds and debentures of the Company or any securities which carry rights to subscribe for or are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly;
5. any shares of the Company of to be allotted and issued (whether for cash or otherwise) pursuant to the mandate in paragraph (a) of this resolution shall not be at a discount of more than 10% to the Benchmarked Price of issued shares of the Company; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution, "Benchmarked Price" means the price which is the higher of:
2. 1. the closing price of the shares of the Company as quoted on the Stock Exchange on the date of the agreement involving the relevant proposed issue of shares of the Company; or
   2. the average closing price as quoted on the Stock Exchange of the shares Of the Company for the 5 trading days immediately preceding the earlier of the date: (A) of announcement of the transaction or arrangement involving the relevant proposed issue of shares of the Company, (B) of the agreement involving the relevant proposed issue of shares of the Company and (C) on which the price of the shares of the Company that are proposed to be issued is fixed.
3. for the purpose of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earlier 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 law or the articles of association of the Company to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares (including bonds, warrants and debentures convertible into shares of the Company) open for a period fixed by the directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company 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 outside Hong Kong applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

7. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

"THAT:

1. subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the terms and conditions of the share option scheme adopted by the shareholders of the Company effective on 9 December 2015 (the "Share Option Scheme"), a mandate be and is hereby unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined in paragraph (c) below) all the powers of the Company to grant options to subscribe for shares of the Company and/or to make or grant offers of options under the Share Option Scheme that would or might require shares of the Company to be allotted and/or options to be granted under the Share Option Scheme provided that the total number of shares of the Company allotted or to be allotted or agreed conditionally or unconditionally to be allotted upon the exercise of all options granted or to be granted under the Share Option Scheme shall not exceed 10% of the total number of shares of the Company in issue as at the date of adoption of the Share Option Scheme (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution); the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to grant options and/or make offers of options under the Share Option Scheme which would or might require shares of the Company to be allotted and/or options to be granted under the Share Option Scheme after the end of the Relevant Period;
2. the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to grant options and/or make offers of options under the Share Option Scheme which would or might require shares of the Company to be allotted and/or options to be granted under the Share Option Scheme after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
2. 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 law or the articles of association of the Company to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

By Order of the Board

CSPC Pharmaceutical Group Limited

CAI Dongchen

Chairman

Hong Kong, 15 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
2. To be valid, the 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 to the Company's share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, 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 Wednesday, 12 May 2021 to Tuesday, 18 May 2021 both days inclusive, during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the annual general meeting to be held on Tuesday, 18 May 2021, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 11 May 2021.
4. The register of members of the Company will be closed from Wednesday, 26 May 2021 to Friday, 28 May 2021 both days inclusive, during which period no transfer of shares Company will be effected. In order to qualify for the proposed final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 25 May 2021.

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NOTICE OF ANNUAL GENERAL MEETING

1. With regard to item no. 3 in this notice, the Board proposes that the retiring directors, namely Mr. CAI Dongchen, Mr. ZHANG Cuilong, Mr. PAN Weidong, Dr. LI Chunlei, Dr. WANG Qingxi and Mr. Law Cheuk Kin Stephen, be re-elected as directors of the Company. Details of such retiring directors are set out in Appendix II to the circular to Shareholders dated 15 April 2021.
2. All votes of Shareholders at the general meeting will be taking by poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

As at the date of this notice, the Board comprises Mr. CAI Dongchen, Mr. ZHANG Cuilong, Mr. WANG Zhenguo, Mr. PAN Weidong, Mr. WANG Huaiyu, Dr. LI Chunlei, Dr. WANG Qingxi, Mr. CHAK Kin Man and Dr. JIANG Hao as executive directors; and Mr. WANG Bo, Mr. CHEN Chuan, Prof. WANG Hongguang and Mr. AU Chun Kwok Alan and Mr. LAW Cheuk Kin Stephen as independent non-executive directors.

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