Kingworld Medicines : CONTINUING CONNECTED TRANSACTIONS - PROPOSED ANNUAL CAPS FOR THE THREE YEARS ENDING 31 DECEMBER 2023 AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about 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 Kingworld Medicines Group Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 the Cayman Islands with limited liability)

(Stock code: 01110)

CONTINUING CONNECTED TRANSACTIONS

PROPOSED ANNUAL CAPS FOR THE THREE YEARS

ENDING 31 DECEMBER 2023

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

VINCO CAPITAL LIMITED

A letter from the Board is set out on pages 7 to 23 of this circular.

A letter from the Independent Board Committee, containing its recommendation to the Independent Shareholders, is set out on pages 24 to 25 of this circular.

A letter from Vinco Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 26 to 50 of this circular.

A notice convening the EGM to be held at the Conference Room, 9th Floor, Block A, Majialong Chuangxin Building, 198 Daxin Road, Nanshan District, Shenzhen, Guangdong Province, the PRC on Thursday, 27 May 2021 at 10:30 a.m. (or immediately after the conclusion of the annual general meeting of the Company) (or any adjournment thereof) is set out on pages 58 to 59 of this circular. A form of proxy for use at the EGM is enclosed in this circular. Whether or not you are able to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

10 May 2021

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Letter from Vinco Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Appendix - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58

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DEFINITIONS

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

"2018 SZ Kingworld Lifeshine	the master distribution agreement dated 14 December
Master Distribution	2017 entered into between SZ Kingworld and SZ
Agreement"	Kingworld Lifeshine for the purchase of the SZ
	Kingworld Lifeshine Products for the year ended 31
	December 2018
"2018 Yuen Tai Master	the master distribution agreement dated 14 December
Distribution Agreement"	2017 entered into between HK Kingworld and Yuen Tai
	for the purchase of the Yuen Tai Products for the year
	ended 31 December 2018
"2019 SZ Kingworld Lifeshine	the master distribution agreement dated 11 December
Master Distribution	2018 entered into between SZ Kingworld and SZ
Agreement"	Kingworld Lifeshine for the purchase of the SZ
	Kingworld Lifeshine Products for the year ended 31
	December 2019
"2019 Yuen Tai Master	the master distribution agreement dated 11 December
Distribution Agreement"	2018 entered into between HK Kingworld and Yuen Tai
	for the purchase of the Yuen Tai Products for the year
	ended 31 December 2019
"2020 Master Distribution	collectively, (i) the 2020 Yuen Tai Master Distribution
Agreements"	Agreement; and (ii) the 2020 SZ Kingworld Lifeshine
	Master Distribution Agreement
"2020 SZ Kingworld Lifeshine	the master distribution agreement dated 20 November
Master Distribution	2019 entered into between SZ Kingworld and SZ
Agreement"	Kingworld Lifeshine for the purchase of the SZ
	Kingworld Lifeshine Products for the three years ending
	31 December 2022, as revised and supplemented by the
	2020 SZ Kingworld Lifeshine Supplemental Agreement
"2020 SZ Kingworld Lifeshine	the supplemental agreement to the 2020 SZ Kingworld
Supplemental Agreement"	Lifeshine Master Distribution Agreement dated 24
	December 2019 entered into between SZ Kingworld and
	SZ Kingworld Lifeshine to revise the term and the party
	who may purchase the SZ Kingworld Lifeshine Products
	under the 2020 SZ Kingworld Lifeshine Master
	Distribution Agreement

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	DEFINITIONS
"2020 Yuen Tai Master	the master distribution agreement dated 20 November
Distribution Agreement"	2019 entered into between HK Kingworld and Yuen Tai
	for the purchase of the Yuen Tai Products for the three
	years ending 31 December 2022, as revised and
	supplemented by the 2020 Yuen Tai Supplemental
	Agreement
"2020 Yuen Tai Supplemental	the supplemental agreement to the 2020 Yuen Tai Master
Agreement"	Distribution Agreement dated 24 December 2019 entered
	into between HK Kingworld and Yuen Tai to revise the
	term and the party who may purchase the Yuen Tai
	Products under the 2020 Yuen Tai Master Distribution
	Agreement
"2021 Master Distribution	collectively, (i) the 2021 Yuen Tai Master Distribution
Agreements"	Agreement; and (ii) the 2021 SZ Kingworld Lifeshine
	Master Distribution Agreement
"2021 Medical Masks	the master distribution agreement dated 30 December
Distribution Agreement"	2020 entered into between SZ Kingworld and SZ
	Kingworld Lifeshine for the purchase of medical masks
	for the period from 1 January 2021 to 31 December 2021
"2021 Medical Masks Service	the service agreement dated 30 December 2020 entered
Agreement"	into between the Company and SZ Kingworld Lifeshine
	for the sales coordination and market research services in
	relation to the direct sales of medical masks by SZ
	Kingworld Lifeshine for the period from 1 January 2021
	to 31 December 2021
"2021 SZ Kingworld Lifeshine	the master distribution agreement dated 1 April 2021
Master Distribution	entered into between SZ Kingworld and SZ Kingworld
Agreement"	Lifeshine for the purchase of the SZ Kingworld Lifeshine
	Products
"2021 Yuen Tai Master	the master distribution agreement dated 1 April 2021
Distribution Agreement"	entered into between HK Kingworld and Yuen Tai for the
	purchase of the Yuen Tai Products
"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of directors of the Company
"BVI"	the British Virgin Islands

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	DEFINITIONS
"Company"	Kingworld Medicines Group Limited (金活醫藥集團有限
	公司), a company incorporated in the Cayman Islands
	with limited liability, the shares of which are listed on the
	Main Board of the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Controlling Shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Dual-Specification"	a classification of pharmaceutical product which can be
	sold pursuant to the requirement as for either prescription
	or OTC pharmaceutical products
"EGM"	an extraordinary general meeting of the Company to be
	convened at the Conference Room, 9th Floor, Block A,
	Majialong Chuangxin Building, 198 Daxin Road,
	Nanshan District, Shenzhen, Guangdong Province, the
	PRC on Thursday, 27 May 2021 at 10:30 a.m. (or
	immediately after the conclusion of the annual general
	meeting of the Company) (or any adjournment thereof)
	for the purpose of considering, and if thought fit,
	approving the 2021 Master Distribution Agreements and
	their respective proposed annual caps for the three years
	ending 31 December 2023
"Fengbao Jianfu Capsule"	Fengbao Jianfu Capsule (鳳寶牌健婦膠囊), a Dual-
	Specification pharmaceutical product manufactured in
	Hong Kong and imported from Yuen Tai
"Golden Land"	Golden Land International Limited (金國國際有限公司),
	a limited liability company incorporated under the laws
	of the BVI
"Golden Morning"	Golden Morning International Limited (金辰國際有限公
	司), a limited liability company incorporated under the
	laws of the BVI
"Greater China"	the PRC, including Hong Kong, Macao Special
	Administrative Region of the PRC and Taiwan
"Group"	the Company and its subsidiaries

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