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HUA MEDICINE 華領醫藥 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 2552)

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HUA MEDICINE 華領醫藥 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 2552) 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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Hua Medicine, 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. HUA MEDICINE 華領醫藥 (Incorporated in the Cayman Islands with limited liability) (stock code: 2552) (I) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; (II) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; (III) GRANT OF SHARE OPTIONS; AND (IV) NOTICE OF ANNUAL GENERAL MEETING The notice convening the Annual General Meeting of Hua Medicine to be held at Hua Medicine’s Shanghai Offices (780 Cailun Road, Zhangjiang Hi-Tech Park, Pudong, Shanghai) on Monday, June 24, 2019 at 10a.m. is set out in this circular. Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10a.m. on Saturday, June 22, 2019 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish. This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.huamedicine.com). May 17, 2019 CONTENTS Page Definitions ............................................................... 1 Letter from the Board 1. Introduction ....................................................... 4 2. Proposed Re-election of Directors ...................................... 5 3. Proposed Granting of General Mandate to Repurchase Shares ................. 7 4. Proposed Granting of General Mandate to Issue Shares ...................... 7 5. Proposed Granting of Share Options to Dr. Li Chen......................... 7 6. Annual General Meeting and Proxy Arrangement ........................... 15 7. Responsibility Statement ............................................. 15 8. Recommendation ................................................... 16 Appendix I — Details of the Directors Proposed to be Re-elected at the Annual General Meeting.................... 17 Appendix II — Explanatory Statement on the Share Buy-back Mandate .......... 32 Notice of Annual General Meeting............................................. 35 —ii— DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “Annual General Meeting” or the annual general meeting of the Company to be held at Hua “AGM” Medicine’s Shanghai Office (780 Cailun Road, Zhangjiang Hi-Tech Park, Pudong, Shanghai, PRC) on Monday, June 24, 2019 at 10 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 35 to 39 of this circular, or any adjournment thereof “Articles of Association” the amended and restated articles of association of the Company currently in force “Board” the board of Directors “Company” Hua Medicine, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange “Core Connected Persons” Director, chief executive or substantial shareholder of the company or any of its subsidiaries or close associate of any of them “Director(s)” the director(s) of the Company “Grant of Share Options” the conditional grant of the Share Options resolved by the Board on March 7, 2019 “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hua HK” Hua Medicine Technology (Hong Kong) Limited (華領醫藥技 術（香港）有限公司), formerly known as Hua Medicine Limited (華醫藥有限公司), a limited liability company incorporated under the laws of Hong Kong on August 12, 2010, being a wholly-owned subsidiary of the Company “Hua Shanghai” Hua Medicine (Shanghai) Ltd. (華領醫藥技術（上海）有限公 司), a limited liability company incorporated under the laws of PRC on June 22, 2011, being an indirect wholly-owned subsidiary of the Company “Independent Shareholders” The Shareholders other than the core connected persons of the Company —1— DEFINITIONS “Issuance Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting “Latest Practicable Date” May 10, 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Listing Date” September 14, 2018, being the date on which the Shares were listed on the Main Board of the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time “Memorandum of Association” the amended and restated memorandum of association of the Company currently in force “PRC” the People’s Republic of China “Pre-IPO Share Incentive the share incentive scheme approved and adopted by the Scheme” Company on March 25, 2013 as amended from time to time, for the benefit of any director, employee, adviser or consultant of the Company or any of its subsidiaries “RMB” Renminbi, the lawful currency of the PRC ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of US$0.001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company “Share Buy-back Mandate” a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting “Share Option Scheme” the share option scheme adopted by the Company on August 26, 2018 and the details of which are disclosed in the Company’s prospectus dated August 31, 2018 —2— DEFINITIONS “Share Option(s)” share options conditionally granted to Dr. Li Chen under the Share Option Scheme to subscribe for an aggregate of 12,079,000 Share at the exercise price of HK$8.866 per Share, subject to the approval by the Independent Shareholders at the Annual General Meeting “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended from time to time “US$” United States dollars, the lawful currency of the United States “%” per cent —3— LETTER FROM THE BOARD HUA MEDICINE 華領醫藥 (Incorporated in the Cayman Islands with limited liability) (stock code: 2552) Executive Directors: Registered Office: Dr. Li CHEN (Chief Executive Officer and The offices of Maples Corporate Chief Scientific Officer) Services Limited Mr. George Chien Cheng LIN PO Box 309, Ugland House (Executive Vice President and Grand Cayman, KY1-1104 Chief Financial Officer) Cayman Islands Non-executive Directors: Head Office: Mr. Robert Taylor NELSEN (Chairman) Hua Medicine Dr. Lian Yong CHEN 275 Ai Di Sheng Road Shanghai 201203 Independent Non-executive Directors: PRC Mr. Walter Teh-Ming KWAUK Mr. William Robert KELLER Principal Place of Business in Mr. Junling LIU Hong Kong: Mr. Yiu Wa Alec TSUI Suite 2202, Methodist House 36 Hennessy Road Wanchai, Hong Kong May 17, 2019 To the Shareholders Dear Sir/Madam, (I) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; (II) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; (III) GRANT OF SHARE OPTIONS; AND (IV) NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on June 24, 2019. —4— LETTER FROM THE BOARD 2. PROPOSED RE-ELECTION OF DIRECTORS In accordance with Article 16.18 of the Articles of Association, Dr. Li CHEN, Mr. Robert Taylor NELSEN and Dr. Lian Yong CHEN shall retire at the Annual General Meeting. In addition, Mr. George Chien Cheng LIN who has been appointed by the Company on May 11, 2018 and Mr. Walter Teh-Ming KWAUK, Mr. William Robert KELLER, Mr. Junling LIU and Mr. Yiu Wa Alec TSUI who have been appointed by the Company on August 26, 2018 (effective from the Listing Date) shall hold office until the Annual General Meeting pursuant to Article 16.3 of the Company’s Articles of Association. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
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