Luye Pharma : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Luye Pharma Group Ltd., you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange 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.

LUYE PHARMA GROUP LTD.

綠 葉 製 藥 集 團 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 02186)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Luye Pharma Group Ltd. to be held at 1/F, Building 12, Shanghai Business Park III, No. 1036 Tianlin Road, Shanghai, the PRC on Wednesday, 16 June 2021 at 3: 00 p.m. is set out on pages 17 to 22 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of Luye Pharma Group Ltd. at www.luye.cn.

Whether or not you intend to attend the annual general meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of Luye Pharma Group Ltd., Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof.

Completion and return of the form of proxy shall not preclude any shareholder from attending and voting in person at the annual general meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

14 May 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - DETAILS OF THE DIRECTORS PROPOSED TO
BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be held at 1/F,
	Building 12, Shanghai Business Park III, No. 1036 Tianlin
	Road, Shanghai, the PRC on Wednesday, 16 June 2021 at 3:00
	p.m., or any adjournment thereof and notice of which is set out
	on pages 17 to 22 of this circular
''Bermuda Companies Act''	the Companies Act 1981 of Bermuda as amended, supplemented
	or otherwise modified from time to time
''Board''	board of Directors
''Bye-laws''	the bye-laws of the Company, as amended or supplemented
	from time to time
''Company''	Luye Pharma Group Ltd., an exempted company with limited
	liability incorporated in Bermuda and the Shares of which are
	listed on the Stock Exchange with a stock code of 02186
''Controlling Shareholders''	has the meaning ascribed thereto under the Listing Rules and,
	unless the context requires otherwise, refers to the controlling
	shareholders of the Company
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollar, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issue Mandate''	a general mandate proposed to be granted to the Directors at the
	Annual General Meeting to allot, issue and/or deal in Shares not
	exceeding 20% of the aggregate nominal amount of the issued
	share capital of the Company as at the date of passing of the
	relevant resolution granting such mandate
''Latest Practicable Date''	10 May 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended, supplemented or otherwise modified
	from time to time

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DEFINITIONS

''Memorandum''

''PRC'' or ''China''

''Repurchase Mandate''

''SFO''

''Share(s)''

''Shareholder(s)''

''Stock Exchange''

''Takeovers Code''

''USD''

the memorandum of association of the Company, as amended or supplemented from time to time

the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

shares with a nominal value of USD0.02 each in the capital of the Company

the holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time

United States dollars, the lawful currency of the United States

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LETTER FROM THE BOARD

LUYE PHARMA GROUP LTD.

綠 葉 製 藥 集 團 有 限 公 司

(incorporated in Bermuda with limited liability)

	(Stock Code: 02186)
Executive Directors:	Registered Office:
Mr. LIU Dian Bo	Clarendon House
(Executive Chairman and	2 Church Street
Chief Executive Officer)	Hamilton HM 11
Mr. YANG Rong Bing	Bermuda
(Vice Executive Chairman)
Mr. YUAN Hui Xian	Head Office and Principal Place of
Ms. ZHU Yuan Yuan	Business in PRC:
	No. 15 Chuang Ye Road
Non-executive Directors:	High-tech Industrial Development Zone
Mr. SONG Rui Lin	Yantai, Shandong
Mr. SUN Xin	264003
	PRC
Independent Non-executive Directors:
Mr. ZHANG Hua Qiao	Building 12, Shanghai Business Park III
Professor LO Yuk Lam	No. 1036 Tianlin Road
Mr. LEUNG Man Kit	Shanghai
Mr. CHOY Sze Chung Jojo	PRC
	Principal Place of Business in Hong Kong:
	Unit 3207, 32/F
	Champion Tower
	3 Garden Road
	Central, Hong Kong
	14 May 2021
To the Shareholders
Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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