Extrawell Pharmaceutical : PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTOR AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, 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 Extrawell Pharmaceutical Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(incorporated in Bermuda with limited liability)

(Stock code: 00858)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES

AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTOR

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Extrawell Pharmaceutical Holdings Limited to be held at Forum Room II & III, Basement 2, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 28 August 2020 at 11:00 a.m. is set out on pages 12 to 16 in this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (or any adjournment thereof) to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjournment thereof) should you so wish.

PLEASE REFER TO PAGE ii OF THIS CIRCULAR FOR PRECAUTIONARY MEASURES RELATED TO COVID-19 FOR THE ANNUAL GENERAL MEETING

• For identification purpose only

C127090

28 July 2020

CONTENTS

	Page
PRECAUTIONARY MEASURES RELATED TO COVID-19
FOR THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Buy-back Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I - EXPLANATORY STATEMENT ON SHARE BUY-BACK . . . . . . . . . . .	7
APPENDIX II - DETAILS OF DIRECTOR PROPOSED FOR RE-ELECTION . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

- i -

PRECAUTIONARY MEASURES RELATED TO COVID-19

FOR THE ANNUAL GENERAL MEETING (''AGM'')

In view of the ongoing COVID-19 pandemic and related measures and guidelines as promoted by the Hong Kong Government to prevent and control the spread of the pandemic, the Company will implement the following precautionary measures at the AGM to safeguard the health of attending Shareholders, staff and other stakeholders:

1. Compulsory body temperature checks will be carried out for every attending Shareholder, proxy and other attendees prior to entry into the AGM venue. Any person with a body temperature over 37.5 degrees Celsius will not be given access to the AGM venue;
2. All persons who attend the AGM are required to wear surgical face masks;
3. To comply with social distancing rules, seats will be assigned by the Company on a first come first serve basis; and
4. No refreshment or gifts will be provided or distributed at the AGM.

Any Shareholder, proxy or attendee who does not follow any one of the above mentioned measures will be denied entry into the AGM venue.

Shareholders are advised to follow any latest regulations or guidelines of the Hong Kong Government relating to COVID-19 in deciding whether or not to attend the AGM.

For the purposes of the prevention and control of the spread of the COVID-19 pandemic and to safeguard the health and safety of the Shareholders, the Company strongly encourages Shareholders to appoint the chairman of the AGM as his/her proxy to vote on the resolutions, instead of attending the AGM in person.

The Company may need to change the AGM arrangements at short notice according to the latest developments of the COVID-19 pandemic. Shareholders are advised to keep themselves abreast of further announcements, if any, made by the Company which will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.extrawell.com.hk).

- ii -

DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be held at
	Forum Room II & III, Basement 2, Regal Hongkong Hotel, 88
	Yee Wo Street, Causeway Bay, Hong Kong on Friday, 28
	August 2020 at 11:00 a.m., the notice of which is set out on
	pages 12 to 16 of this circular
''Board''	the board of Directors
''Buy-back Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to enable them to buy back Shares up to a
	maximum of 10% of the aggregate nominal amount of the
	share capital of the Company in issue as at the date of passing
	the relevant resolution at the Annual General Meeting
''Bye-Laws''	the bye-laws of the Company, as amended from time to time
''close associate(s)''	has the meaning ascribed to it under the Listing Rules
''Companies Act''	the Companies Act 1981 of Bermuda, as amended from time to
	time
''Company''	Extrawell Pharmaceutical Holdings Limited, a company
	incorporated in Bermuda with limited liability, the Shares of
	which are listed on the Stock Exchange
''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 bought back under
	the Buy-back Mandate will be added to the total number of
	Shares which may be allotted and issued under the Issue
	Mandate
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China

- 1 -

DEFINITIONS

''Issue Mandate''

''Latest Practicable Date''

''Listing Rules''

''SFO''

''Share(s)''

''Shareholder(s)''

''Stock Exchange''

''Takeovers Code''

''HK$''

''%''

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 aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

21 July 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

ordinary share(s) of HK$0.01 each in the share capital of the Company

holder(s) of Shares

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

- 2 -

LETTER FROM THE BOARD

(incorporated in Bermuda with limited liability)

(Stock code: 00858)

Executive Directors:	Registered Office:
Xie Yi (Chairman and Chief Executive Officer)	Clarendon House
Cheng Yong (Deputy Chief Executive Officer)	2 Church Street
Lou Yi	Hamilton HM 11
Wong Sau Kuen	Bermuda
Liu Kwok Wah
Lu Zhiqiang	Head office and principal place
	of business in Hong Kong:
Independent Non-executive Directors:	Suites 2206-08, 22/F
Fang Lin Hu	Devon House, Taikoo Place
Xue Jing Lun	979 King's Road
Jin Song	Quarry Bay
	Hong Kong
	28 July 2020
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES

AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTOR

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia, (i) the grant of the Issue Mandate, the Buy-back Mandate and the Extension Mandate and (ii) the re-election of retiring Director.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed that the Issue Mandate be granted to the Directors to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, a total of 2,390,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 478,000,000 Shares.

The Directors have no immediate plans to allot and issue any new Shares other than Shares which may fall to be issued upon the exercise of options granted under the share option scheme of the Company (if any).

BUY-BACK MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed that the Buy- back Mandate be granted to the Directors to exercise all powers of the Company to buy back on the Stock Exchange or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution.

In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the Annual General Meeting to extend the Issue Mandate by the addition of any Shares bought back by the Company under the Buy-back Mandate to the total number of Shares which may be allotted and issued under the Issue Mandate.

Subject to the passing of the relevant ordinary resolutions by the Shareholders at the Annual General Meeting, the Issue Mandate, the Buy-back Mandate and the Extension Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or

1. at the end of the period within which the Company is required by its Bye-Laws or the applicable laws of Bermuda to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

As required by the Listing Rules, an explanatory statement containing the information 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 Buy-back Mandate is set out in Appendix I to this circular.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTOR

According to Bye-Law 111(A) of the Bye-Laws, at each annual general meeting, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third, shall retire from office by rotation provided that no Director holding office as chairman or deputy chairman under Bye-Law 135 or the office of managing director or joint managing director under Bye-Law 125 shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. A retiring Director shall be eligible for re-election.

In accordance with Bye-Law 111 of the Bye-Laws, Mr. Cheng Yong (''Mr. Cheng'') and Mr. Lu Zhiqiang (''Mr. Lu'') will retire as Directors by rotation at the Annual General Meeting. Mr. Lu has confirmed not to offer himself for re-election and will retire as Director at the conclusion of the Annual General Meeting. Mr. Cheng, being eligible, will offer himself for re-election as Director at the Annual General Meeting.

The nomination committee of the Company reviewed the re-election of retiring Director in accordance with the nomination policy of the Company, and the Board accepted the recommendation made by the nomination committee.

The biographical details of the Director proposed for re-election at the Annual General Meeting are set out in Appendix II to this circular.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the Annual General Meeting will therefore put each of the resolutions as set out in the notice of Annual General Meeting to be voted by way of a poll pursuant to Bye-Law 73 of the Bye-Laws.

ACTIONS TO BE TAKEN

At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other matters, the following: (i) the grant of the Issue Mandate, the Buy-back Mandate and the Extension Mandate and (ii) the re-election of retiring Director. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (or any adjournment thereof) to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting (or any adjournment thereof) should you so wish.

- 5 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the ordinary resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

GENERAL INFORMATION

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

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board

Extrawell Pharmaceutical Holdings Limited

Xie Yi

Chairman

- 6 -

APPENDIX I	EXPLANATORY STATEMENT ON SHARE BUY-BACK

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to enable you to make an informed decision whether to vote for or against the resolution(s) to approve the grant of the Buy-back Mandate to the Directors.

1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions, amongst which the Listing Rules provide that the shares of a company with a primary listing on the Stock Exchange must be fully paid up and all buy-back of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of Buy-back Mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 2,390,000,000 fully paid Shares in issue. Subject to the passing of the proposed resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 239,000,000 Shares, representing 10% of the issued share capital of the Company, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by the Bye-Laws or any applicable laws of Bermuda or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.

3. REASONS FOR THE BUY-BACKS

The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from the Shareholders to enable the Company to buy back its Shares on the Stock Exchange pursuant to the Buy-back Mandate. Such buy-backs 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 a buy- back will benefit the Company and its Shareholders.

4. FUNDING OF BUY-BACKS

Buy-backs made pursuant to the Buy-back Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association and Bye- Laws and the applicable laws of Bermuda.

The laws of Bermuda provide that the amount of capital repaid in connection with a share buy-back may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for distribution by way of dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on buy-back may only be paid out of either the funds of the Company that would otherwise be

- 7 -

APPENDIX I	EXPLANATORY STATEMENT ON SHARE BUY-BACK

available for distribution by way of dividend or distribution or out of the share premium account of the Company. Should the Directors consider it desirable, they would be able to finance the buy- back out of funds borrowed against any of the above-mentioned accounts. In addition, under the laws of Bermuda, no buy-back by a company of its own shares may be effected if, on the date on which the buy-back is to be effected, there are reasonable grounds for believing that the company is, or after the buy-back would be, unable to pay its liabilities as they become due. In accordance with the laws of Bermuda, the Shares so bought back would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

Buy-back of Shares may be funded out of the internal resources of the Group and/or banking facilities as the Directors consider desirable according to the then financial position of the Group. The Directors wish to state that they have no immediate plan to buy back any Shares pursuant thereto.

There might be material adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the latest published audited financial statements contained in the annual report of the Company for the year ended 31 March 2020, in the event that the Buy-back Mandate were to be carried out in full at any time during the proposed buy-back period. The Directors, however, do not intend to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
July 2019	0.124	0.086
August 2019	0.093	0.070
September 2019	0.100	0.071
October 2019	0.085	0.071
November 2019	0.082	0.066
December 2019	0.074	0.065
January 2020	0.465	0.067
February 2020	0.219	0.109
March 2020	0.138	0.079
April 2020	0.117	0.085
May 2020	0.094	0.075
June 2020	0.131	0.071
July 2020 (up to the Latest Practicable Date)	0.124	0.095

- 8 -

APPENDIX I	EXPLANATORY STATEMENT ON SHARE BUY-BACK

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to buy back Shares pursuant to the Buy-back Mandate, 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 (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 of the Takeovers Code.

As at the Latest Practicable Date, the single largest shareholder of the Company, Dr. Mao Yumin (''Dr. Mao'') through himself and his controlled corporations, held 189,920,000 Shares, representing approximately 7.94% of the entire issued share capital of the Company. Assuming that there will be no change in the issued share capital of the Company prior to the buy-back of Shares, and Dr. Mao did not dispose of his Shares nor acquire additional Shares prior to any buy-back of Shares, if the Buy-back Mandate, if so approved, were exercised in full, the percentage shareholding of Dr. Mao would be increased to approximately 8.83% of the then issued share capital of the Company. Dr. Mao would not be obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Buy-back Mandate were exercised in full.

The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any buy-backs pursuant to the Buy-back Mandate. An exercise of the Buy-back Mandate whether in whole or in part will not result in less than 25% of the Shares being held by the public.

7. DISCLOSURE OF INTERESTS AND UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company if the Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected person (as defined in the Listing Rules) that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make buy-backs pursuant to the Buy-back Mandate and in accordance with the Listing Rules and the applicable laws of Bermuda.

8. SHARE BUY-BACK MADE BY THE COMPANY

No buy-back of Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.

- 9 -

APPENDIX II	DETAILS OF DIRECTOR PROPOSED FOR RE-ELECTION

The particulars of the Director proposed to be re-elected at the Annual General Meeting are set out below:

MR. CHENG YONG (''MR. CHENG''), EXECUTIVE DIRECTOR

Age	: 57
Length of service	: Mr. Cheng was appointed as an executive Director on 5
	December 2013, for a term commencing from that date until
	terminated by either party by giving not less than two months'
	notice in advance, and is subject to retirement by rotation and
	re-election at annual general meetings of the Company in
	accordance with Bye-Law 111 of the Bye-Laws.
	Mr. Cheng will retire at the Annual General Meeting, at which
	he will be eligible for re-election pursuant to Bye-Law 111(A)
	of the Bye-Laws.
Qualification and experience	: Mr. Cheng is a practicing pharmacist in the People's Republic
	of China (''PRC''). Mr. Cheng obtained his Master of
	Pharmacology from Second Military Medical University in the
	PRC. He has been engaged in pharmacology and research
	study for over ten years and has extensive experience in the
	aspects of research and drug development.
	Since 1 July 2019, Mr. Cheng has been appointed as the
	deputy chief executive officer of the Company to provide
	support in the execution of the Company's plans and strategies.
	Mr. Cheng did not hold any directorship in other listed
	companies in the last three years.
Relationship with other	: Since 2001, Mr. Cheng has been working in the capacity of
Directors, senior	director and general manager for various companies owned by
management, substantial	Dr. Xie Yi, a Director and Dr. Mao Yumin (former Director).
or controlling shareholders	Mr. Cheng is currently a director of two PRC subsidiaries of
	Innovative Pharmaceutical Biotech Limited (formerly known
	as United Gene High-Tech Group Limited) (stock code: 399),
	a former substantial shareholder of the Company until 8
	October 2019.

- 10 -

APPENDIX II	DETAILS OF DIRECTOR PROPOSED FOR RE-ELECTION

		Save as disclosed, Mr. Cheng does not have any relationship
		with any Directors, senior management, substantial or
		controlling shareholders (as defined in the Listing Rules) of
		the Company.
Interests in Shares	:	As at the Latest Practicable Date, Mr. Cheng was interested in
		146,680,000 Shares, as to 830,000 Shares held by him,
		5,090,000 Shares through his wife and 140,760,000 Shares
		through his controlled corporations, representing an aggregate
		of approximately 6.14% of the issued share capital of the
		Company.
		Save as disclosed, Mr. Cheng did not have, and was not
		deemed to have, any interest or short position in any shares,
		underlying shares or debentures of the Company and its
		associated corporations (within the meaning of Part XV of the
		SFO) as at the Latest Practicable Date.
Amount of emoluments	:	There is no service contract entered into between the Company
		and Mr. Cheng. Under his letter of appointment with the
		Company, Mr. Cheng is currently entitled to a monthly salary
		of HK$49,500 and a year-end bonus of an amount equivalent
		to his salary for one month, and a director's fee in the amount
		of HK$70,000 per annum, which are determined by the Board
		with reference to his roles and responsibilities and the
		prevailing market conditions and pursuant to the
		recommendation made by the remuneration committee.
		Save for the said salary and director's fee, Mr. Cheng is not
		entitled to any other emolument for holding his office as an
		executive Director.

Save as disclosed above, Mr. Cheng has confirmed that there is no information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders in relation to his re-election.

- 11 -

NOTICE OF ANNUAL GENERAL MEETING

(incorporated in Bermuda with limited liability)

(Stock code: 00858)

NOTICE IS HEREBY GIVEN that the annual general meeting of Extrawell Pharmaceutical Holdings Limited (the ''Company'') will be held at Forum Room II & III, Basement 2, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 28 August 2020 at 11:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited consolidated financial statements and the reports of the directors and the independent auditor of the Company for the year ended 31 March 2020.
2. To re-elect retiring director and to authorise the board of directors of the Company to fix the directors' remuneration.
3. To re-appoint the independent auditor and to authorise the board of directors of the Company to fix its remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• 4. ''THAT:

  1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, 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 the unissued shares (each a
     ''Share'') of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options, including warrants or rights to subscribe for or to convert any securities into Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
• For identification purpose only
• • 12 -

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants or rights to subscribe for or to convert any securities into Shares, which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of 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 bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; or
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the Company's register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or

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NOTICE OF ANNUAL GENERAL MEETING

extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

1. ''THAT:
2. 1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back shares (each a ''Share'') of HK$0.01 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act 1981 of Bermuda (the ''Companies Act'') and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of Shares which may be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
   3. for the purposes of this resolution, ''Relevant Period'' means the period from the date of 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 bye-laws of the Company, the Companies Act or any other applicable law of Bermuda to be held; or
      3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.''
3. ''THAT conditional on the passing of resolution numbered 4 and 5 above, the general mandate granted to the directors of the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition to the aggregate nominal amount of the Shares of HK$0.01 each in the capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company bought back or agreed to be bought back by the Company pursuant to or in accordance with the authority granted
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NOTICE OF ANNUAL GENERAL MEETING

under resolution numbered 5 above, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution.''

	By order of the Board
	Extrawell Pharmaceutical Holdings Limited
	Xie Yi
	Chairman
Hong Kong, 28 July 2020
Registered office:	Head office and principal place of
Clarendon House	business in Hong Kong:
2 Church Street	Suites 2206-08, 22/F
Hamilton HM 11	Devon House, Taikoo Place
Bermuda	979 King's Road
	Quarry Bay
	Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (''Shares'') of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.
3. A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited at the Company's branch share registrar and transfer office in Hong Kong (''Branch Registrar''), Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof).
4. For the purpose of determining members who are qualified for attending the above meeting, the register of members of the Company will be closed from 25 August 2020 to 28 August 2020 (both days inclusive), during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on 24 August 2020.
5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting (or any adjournment thereof) and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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NOTICE OF ANNUAL GENERAL MEETING

6. Due to COVID-19 and social distancing rules imposed by the Hong Kong Government, members are strongly encouraged to cast your votes by appointing the Chairman of the Meeting as your proxy to vote on the resolutions instead of appointing a proxy other than the Chairman of the Meeting or attending in person.

As at the date of this notice, the executive directors are Dr. Xie Yi, Mr. Cheng Yong, Dr. Lou Yi, Ms. Wong Sau Kuen, Mr. Liu Kwok Wah and Mr. Lu Zhiqiang; the independent non- executive directors are Mr. Fang Lin Hu, Mr. Xue Jing Lun and Ms. Jin Song.

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