Nanjing Sinolife United Company Limited 南京中生聯合

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Nanjing Sinolife United Company Limited, you should at once hand this circular together with the accompanying reply slip and form of proxy to the purchaser 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 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.

NANJING SINOLIFE UNITED COMPANY LIMITED* 南京中生聯合股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 3332)

(1) PROPOSED CHANGE OF SUPERVISOR AND (2) NOTICE OF AGM

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this circular. A letter from the Board is set out on pages 3 to 5 of this circular.

A notice convening the AGM to be held at 3 Qingma Road, Maqun Science Park, Qixia District, Nanjing, Jiangsu Province, the PRC on Friday, 5 June 2020 at 9:30 a.m. is set out in this circular and its reply slip and form of proxy are also enclosed hereto. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the H share registrar of the Company in Hong Kong, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) or to the Company’s registered office in the PRC at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for holders of Domestic Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding the AGM (i.e. not later than 9:30 a.m. on Thursday, 4 June 2020 (Hong Kong time)) or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.ShareholderswhointendtoattendtheAGMinpersonorbyproxyshouldcompleteandreturnthe reply slip in accordance with the instructions printed thereon on or before Friday, 15 May 2020.

* For identification purpose only 17 April 2020 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 3

Appendix — Details of Supervisor proposed for appointment ...... 6

Notice of AGM ...... AGM-1

– i – DEFINITIONS

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

‘‘AGM’’ the annual general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, to approve, among other matters, the appointment of the Supervisor

‘‘Articles’’ the articles of association of the Company, as amended from time to time

‘‘Board’’ the board of Directors

‘‘Board of Supervisors’’ the board of Supervisors

‘‘Company’’ Nanjing Sinolife United Company Limited* (南京中生聯合股份有限公司), a joint stock limited liability company incorporated in the PRC, the H Shares of which are listed on the Stock Exchange

‘‘Director(s)’’ director(s) of the Company

‘‘Domestic Share(s)’’ domestic share(s) of the Company with a nominal value of RMB0.10 each in the share capital of the Company

‘‘Group’’ collectively, the Company and its subsidiaries from time to time

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

‘‘H Share(s)’’ H share(s) of the Company with a nominal value of RMB0.10 each in the share capital of the Company

‘‘Latest Practicable Date’’ 10 April 2020, being the latest practicable date prior to the printing of this circular for the purposes of ascertaining certain information contained herein

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

‘‘Ms. Wang’’ Ms. Wang Ping (王萍)

‘‘Ms. Wu’’ Ms. Wu Xuemei (吳雪梅)

‘‘PRC’’ the People’s Republic of China, which for the purposes of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

* For identification purpose only

– 1 – DEFINITIONS

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

‘‘Share(s)’’ the share(s) with a nominal value of RMB0.10 each in the share capital of the Company

‘‘Shareholder(s)’’ holder(s) of the Shares

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Supervisor(s)’’ supervisor(s) of the Company

‘‘%’’ per cent

– 2 – LETTER FROM THE BOARD

NANJING SINOLIFE UNITED COMPANY LIMITED* 南京中生聯合股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 3332)

Executive Directors: Registered office and headquarters: Mr. Gui Pinghu (Chairman) 30/F, Deji Building Ms. Zhang Yuan (Chief executive officer) 188 Chang Jiang Road Ms. Zhu Feifei Xuanwu District Nanjing, Jiangsu Province Independent non-executive Directors: PRC Mr. Zhang Jitong Ms. Cai Tianchen Principal place of Mr. Wang Wei business in Hong Kong: 40th Floor, Jardine House 1 Connaught Place Hong Kong

17 April 2020

PROPOSED CHANGE OF SUPERVISOR

To the Shareholders

Dear Sirs,

I. INTRODUCTION

Reference is made to the announcement of the Company dated 7 April 2020. The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM relating to, among other things, the proposed appointment of Supervisor, together with the notice of AGM.

II. PROPOSED CHANGE OF SUPERVISOR

Ms. Wu has tendered her resignation as Supervisor due to family reasons. Such resignation shall become effective upon conclusion of the AGM.

Ms. Wu has confirmed that she has no disagreement with the Board and that she was not aware of other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in connection with her decision to resign.

Ms. Wang has been nominated as a candidate for appointment as a Supervisor subject to the approval by the Shareholders at the AGM.

* For identification purpose only

– 3 – LETTER FROM THE BOARD

Brief information concerning Ms. Wang is set out in the Appendix to this circular. An ordinary resolution to approve the appointment of Supervisor will be proposed at the AGM for the Shareholders’ consideration and approval.

It is also proposed that (i) any Director be authorised, on behalf of the Company, to enter into a service agreement with Ms. Wang with a term commencing from the date immediately following the AGM to the expiry of the term of office of the third session of the Board of Supervisors (i.e. 22 October 2021), subject to the passing of the resolution in relation to her appointment at the AGM; and (ii) the Board, after obtaining the approval from Shareholders at the AGM, be authorised to determine the remuneration of Ms. Wang. Ms. Wang is currently entitled to a basic monthly salary of RMB8,500. The remuneration of Ms. Wang will be determined with reference to her duties, responsibilities, experience as well as the current market situations.

Except for those stated in the Appendix to this circular, as at the Latest Practicable Date, Ms. Wang (i) has not held any positions at any members of the Group; (ii) is not related to any Directors, senior management or substantial shareholders or the controlling shareholders (as defined under the Listing Rules) of the Company; (iii) is not interested in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iv) has not held any other directorships in any other listed public companies in the last three years immediately prior to the Latest Practicable Date; and (v) there are no other matters relating to her appointment that should be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

III. AGM

The AGM will be convened for the Shareholders to consider and, if thought fit, to approve, among other matters, the appointment of Supervisor.

Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the H share registrar of the Company in Hong Kong, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’sRoadEast, Wanchai, Hong Kong (for holders of H Shares) or to the Company’s registered office in the PRC at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for holders of Domestic Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding the AGM (i.e. not later than 9:30 a.m. on Thursday, 4 June 2020 (Hong Kong time)) or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. Shareholders who intend to attend the AGM in person or by proxy should complete and return the reply slip in accordance with the instructions printed thereon on or before Friday, 15 May 2020.

– 4 – LETTER FROM THE BOARD

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the AGM shall be taken by poll. In order to determine the Shareholders who are eligible to attend the AGM, the register of members of the Company will be closed from Wednesday, 6 May 2020 to Friday, 5 June 2020 (both dates inclusive) during which period no transfer of Shares will be registered.

IV. RECOMMENDATION

The Directors consider that all matters proposed to be approved at the AGM are in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

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

Yours faithfully, By order of the Board Nanjing Sinolife United Company Limited* Gui Pinghu Chairman

* For identification purpose only

– 5 – APPENDIX DETAILS OF SUPERVISOR PROPOSED FOR APPOINTMENT

I. PROPOSED SUPERVISOR

Ms. Wang Ping (王萍), aged 33, obtained a bachelor’s degree in Chinese language and literature, majoring in broadcasting and hosting art, from Changzhou Institute of Technology* (常州工學院) in June 2009. Ms. Wang has joined the Company since June 2009. She first joined the Company as a conference moderator and was later promoted to a human resources officer. She is currently the human resources manager of the Company.

* For identification purpose only

– 6 – NOTICE OF AGM

NANJING SINOLIFE UNITED COMPANY LIMITED* 南京中生聯合股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 3332)

NOTICE IS HEREBY GIVEN that the annual general meeting of NANJING SINOLIFE UNITED COMPANY LIMITED* (the ‘‘Company’’) will be held at 3 Qingma Road, Maqun Science Park, Qixia District, Nanjing, Jiangsu Province, the People’s Republic of China (the ‘‘PRC’’) on Friday, 5 June 2020 at 9:30 a.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company (the ‘‘Board’’) for the year ended 31 December 2019.

2. To consider and approve the report of the board of supervisors of the Company for the year ended 31 December 2019.

3. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2019.

4. To consider and approve the financial report of the Company for the year ended 31 December 2019 and the budget report of the Company for the year ending 31 December 2020.

5. To consider and approve the proposal of not distributing the Company’sprofitfor the year ended 31 December 2019.

6. To consider and approve the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as the international auditor and the domestic auditor of the Company respectively, to hold office until the conclusion of next annual general meeting of the Company, and to authorise the Board to fix the remuneration of the auditors.

7. (a) To consider and approve the appointment of Ms. Wang Ping as a supervisor of the Company, with effect from the date immediately following the AGM and end upon the expiry of the third session of the board of supervisors of the Company (i.e. 22 October 2021); and

(b) To authorise any director of the Company to sign on behalf of the Company the supervisor’s service contract with Ms. Wang Ping.

8. To authorise the Board to fix the remuneration of the directors and supervisors of the Company.

9. To consider and approve the allocation of statutory common reserve fund for the year ended 31 December 2019.

* For identification purpose only

– AGM-1 – NOTICE OF AGM

SPECIAL RESOLUTION

10. To consider and approve the granting of a general mandate to the Board to allot, issue and deal with additional domestic shares and H shares not exceeding 20% of each of the total number of issued domestic shares and H shares of the Company respectively, and to authorise the Board to make amendments to the articles of association of the Company (the ‘‘Articles’’) as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional shares pursuant to such mandate:

‘‘THAT:

(A) (a) subject to paragraph (c) below and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’), the Articles and the relevant laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional domestic shares and H shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Board during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the expiration of the Relevant Period;

(c) each of the total number of domestic shares and H shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of each of the total number of issued domestic shares and H shares of the Company respectively as at the date of passing of this resolution;

(d) the Board shall only exercise the above powers in accordance with the Company Law of the PRC and the Listing Rules (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained; and

– AGM-2 – NOTICE OF AGM

(e) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or

(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders in general meeting.

(B) the Board be authorised to make amendments to the Articles as necessary so as to reflect the new share capital structure of the Company upon the allotment or issue of shares pursuant to the sub-paragraph (A) (a) of this resolution.’’

By Order of the Board Nanjing Sinolife United Company Limited* Gui Pinghu Chairman

Nanjing, the PRC, 17 April 2020

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution purely relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Shareholders of the Company who intend to attend the above meeting in person or by proxy should deposit the reply slip at the Company’s registered office in the PRC at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC at least 20 days before the above meeting, i.e. no later than Friday, 15 May 2020.

3. Any shareholder of the Company who is entitled to attend and vote at the above meeting shall be entitled to appoint one or more persons (whether such person is a shareholder of the Company or not) as his proxy or proxies to attend and vote on his behalf. A shareholder of the Company (including his proxy or proxies), when voting at the above meeting, may exercise such voting rights as are attached to the voting shares which he represents. Each share shall have one vote.

4. In order to be valid, the form of proxy together with the notarised power of attorney or other authorisation documents, if any, must be deposited at the Company’s registered office in the PRC at 30/F, Deji Building, 188 Chang Jiang Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for holders of domestic shares of the Company) or the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares of the Company) at least 24 hours prior to the above meeting (i.e. not later than 9:30 a.m. on Thursday, 4 June 2020 (Hong Kong time)) for which the proxy is appointed to vote or 24 hours prior to the time appointed for holding any adjourned meeting (as the case may be).

– AGM-3 – NOTICE OF AGM

If the proxy is a legal person, his legal representative or any representative authorised by the board of directors or by other decision-making body shall attend the above meeting on its behalf. If the shareholder is a recognised clearing house (or its agent), the shareholder may authorise one or more suitable persons to act as its representative at the above meeting; however, if more than one person are authorised, the form of proxy shall clearly indicate the number and types of shares each person is authorised in relation to. The persons after such authorisation may represent the recognised clearing house (or its agent) to exercise the rights, as if they were the individual shareholders of the Company.

A vote made in accordance with the terms of a proxy shall be valid notwithstanding the death or loss of capacity of the appointor or revocation of the proxy or the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given, provided that the Company does not receive any written notice in respect of such matters before the commencement of the above meeting.

5. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the above meeting and/or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Wednesday, 6 May 2020 to Friday, 5 June 2020, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the above meeting, holders of H shares of the Company whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 5 May 2020.

– AGM-4 –