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Continuing Connected Transaction / Connected Transaction 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 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 YiChang HEC ChangJiang Pharmaceutical Co., Ltd., you should at once pass this circular with the accompanying form of proxy to the purchaser or transferee 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. YiChang HEC ChangJiang Pharmaceutical Co., Ltd. 宜昌東陽光長江藥業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01558) CONTINUING CONNECTED TRANSACTIONS 1. PURCHASE TRANSACTIONS 2. ENTRUSTED TRANSACTIONS AND CONNECTED TRANSACTION CLARITHROMYCIN AND AZITHROMYCIN PURCHASE TRANSACTION Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 6 to 32 of this circular. A letter from Gram Capital containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 35 to 72 of this circular and a letter from the Independent Board Committee is set out on pages 33 to 34 of this circular. A notice convening the EGM to be held at Conference Room, 4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang’an County, Dongguan, Guangdong Province, the PRC at 10:00 a.m. on Friday, 25 June 2021, together with the form of proxy for use at the EGM were despatched to the Shareholders on 28 May 2021. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://cj.hec.cn). Whether or not you would attend the aforementioned meeting, please fill in the form of proxy according to relevant instructions and return it as soon as possible, and not less than 24 hours before the fixed time of holding such meeting (i.e. before 10:00 a.m. on Thursday, 24 June 2021) or any adjournment thereof. The completion and return of the form of proxy will not preclude you from attending and voting in person at the aforementioned meeting or any adjournment thereof if you so desire. 28 May 2021 CONTENTS Pages DEFINITIONS ..................................................................... 1 LETTER FROM THE BOARD ..................................................... 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .................... 33 LETTER FROM GRAM CAPITAL ................................................ 35 APPENDIX I — GENERAL INFORMATION ...................................... 73 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below: ‘‘Announcement’’ the announcement dated 19 March 2021 made by the Company in relation to, among others, (i) the Purchase Transactions (including the annual caps) and Clarithromycin and Azithromycin Purchase Transaction and (ii) the Entrusted Transactions (including the annual caps) ‘‘API Purchase Contracts’’ API Purchase Contract (I), API Purchase Contract (II) and API Purchase Contract (III) ‘‘Articles of Association’’ the articles of association of the Company (as amended from time to time) ‘‘Board’’ the board of Directors of the Company ‘‘Company’’ YiChang HEC ChangJiang Pharmaceutical Co., Ltd. (宜昌 東陽光長江藥業股份有限公司), a company established in the PRC on 11 May 2015 as a joint stock company with limited liability ‘‘Director(s)’’ the director(s) of the Company ‘‘Dongguan Yangzhikang’’ Dongguan Yangzhikang Pharmaceutical Co., Ltd.* (東莞市 陽之康醫藥有限責任公司), a company incorporated in the PRC, being a direct wholly-owned subsidiary of the Company ‘‘EGM’’ the 2021 first extraordinary general meeting of the CompanytobeheldatConferenceRoom,4/F, Administration Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang’an County, Dongguan, Guangdong Province, the PRC at 10:00 a.m. on Friday, 25 June 2021 ‘‘EGM Notice’’ the notice of the EGM dated 28 May 2021 convening the EGM ‘‘Electricity Purchase Power Supply Supplemental Agreement and 2021 Power Contracts’’ Supply Contract ‘‘Entrusted Inspection Entrusted Inspection Contract (I) and Entrusted Inspection Contracts’’ Contract (II) ‘‘Entrusted Processing Entrusted Processing Framework Agreement (I) and Framework Agreements’’ Entrusted Processing Framework Agreement (II) – 1 – DEFINITIONS ‘‘Entrusted Production/ Entrusted Processing Framework Agreement (III), Entrusted Processing Contracts’’ Production Service Framework Agreement (I) and Entrusted Production Service Framework Agreement (II) ‘‘Entrusted Production/ transactions under the Entrusted Production/Processing Processing Transactions’’ Contracts ‘‘Entrusted Transactions’’ transactions under the Entrusted Inspection Contracts, the Supplemental Entrusted Sewage Treatment Agreement and the Entrusted Processing Contracts ‘‘Group’’ the Company and its subsidiaries ‘‘Group’s connected persons’’ or Ruyuan HEC Pharmaceutical Co., Ltd., Yichang HEC ‘‘Counterparty(ies)’’ Biochemical Manufacturing Co. Ltd., Shaoguan HEC Packaging and Printing Co., Ltd., Yichang HEC Power Plant Co., Ltd., Yidu Changjiang Machine and Equipment Co., Ltd., and Dongguan HEC Generic Drugs Development and Research Co. Ltd. ‘‘HEC Generic Drugs Dongguan HEC Generic Drugs Development and Research Development and Research’’ Co. Ltd.* (東莞市東陽光仿製藥研發有限公司), a company incorporated in the PRC, being a subsidiary of Shenzhen HEC Industrial ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board the independent board committee established by the Committee’’ Company (comprising Mr. TANG Jianxin, Mr. ZHAO Dayao, Ms. XIANG Ling and Mr. LI Xuechen, all being independent non-executive Directors) to advise the Independent Shareholders in connection with transactions under the Purchase Transactions (including the annual caps) and Clarithromycin and Azithromycin Purchase Transaction and the Entrusted Transactions (including the annual caps) ‘‘Independent Financial Gram Capital Limited, a licensed corporation to carry out Adviser’’ or ‘‘Gram Capital’’ Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the transactions under (i) the Purchase Transactions (including the annual caps) and Clarithromycin and Azithromycin Purchase Transaction and (ii) the Entrusted Transactions (including the annual caps) – 2 – DEFINITIONS ‘‘Independent Shareholders’’ Shareholders other than the Parent Company, and who are not involved in, or interested in transactions under the Purchase Transactions (including the annual caps) and Clarithromycin and Azithromycin Purchase Transaction and the Entrusted Transactions (including the annual caps) ‘‘Industrial Products Sale and Industrial Products Sale and Purchase Contract (I) and Purchase Contracts’’ Industrial Products Sale and Purchase Contract (II) ‘‘Latest Practicable Date’’ 21 May 2021, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Parent Company’’ Guangdong HEC Technology Holding Co., Ltd.* (廣東東陽 光科技控股股份有限公司), a company incorporated in the PRC with limited liability and the immediate Controlling Shareholder of the Company holding approximately 53.89% equity interest in the Company as at the date of this circular ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China and for the purpose of this circular, excluding the Hong Kong Special Administrative Region of the People’s Republic of China, the Macau Special Administrative Region of the People’s Republic of China and Taiwan ‘‘Purchase Transactions’’ transactions under the API Purchase Contracts, the Packaging Materials Purchase Contract, the Supplemental Chemical Materials and Hardware Materials Purchase Agreement, the Steam Purchase Contracts, the Electricity Purchase Contracts and the Industrial Products Sale and Purchase Contracts ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Ruyuan HEC Pharmaceutical’’ Ruyuan HEC Pharmaceutical Co., Ltd.* (乳源東陽光藥業 有限公司), an indirect non-wholly owned subsidiary of Shenzhen HEC Industrial ‘‘Sales Transactions’’ transactions under the API Sales Contract and the Pharmaceutical Sales Contract ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) – 3 – DEFINITIONS ‘‘Shaoguan HEC Packaging’’ Shaoguan HEC Packaging and Printing Co., Ltd.* (韶關東 陽光包裝印刷有限公司), a company incorporated in the PRC, being a subsidiary of Shenzhen HEC Industrial ‘‘Shares’’ issued shares of the Company ‘‘Shareholder(s)’’ holder(s) of the shares in the share capital of the Company, with a nominal value of RMB1.00 each ‘‘Shenzhen HEC Industrial’’ Shenzhen HEC Industrial Development Co., Ltd.* (深圳市 東陽光實業發展有限公司), a company incorporated in
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