Golden Meditech : NOTICE OF EXTRAORDINARY GENERAL MEETING

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GOLDEN MEDITECH HOLDINGS LIMITED

金 衛 醫 療 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00801) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Golden Meditech Holdings Limited (the "Company") will be held at 10:00 a.m. on Wednesday, 22 March 2017 at No. 4 Yong Chang North Road, Beijing Economic Technological Development Area, Beijing, China to consider and, if thought fit, approve, with or without modifications, the resolutions set out below as the ordinary resolutions of the Company. Unless otherwise indicated, capitalized terms used in this notice and the resolutions set out below shall have the same meanings as those defined in the circular of the Company dated 6 March 2017 of which this notice forms part. ORDINARY RESOLUTIONS

1. "That:

2. the termination agreement dated 30 December 2016 ("Termination Agreement A") entered into between Golden Meditech Stem Cells (BVI) Company Limited ("GMSC"), a wholly-owned subsidiary of the Company, Nanjing Xinjiekou Department Store Co., Ltd.* (南京新街口百貨商店股份有限公司) ("Nanjing Xinjiekou") and the Company in relation to the termination of Previous Agreement A (a copy of which was produced to the meeting and marked "A" and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;

3. the termination agreement dated 30 December 2016 (the "Profit Compensation Termination Agreement") entered into between GMSC and Nanjing Xinjiekou in relation to the termination of the Previous Profit Compensation Agreement (a copy of which was produced to the meeting and marked "B" and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;

4. the sale and purchase agreement dated 30 December 2016 (the "New Agreement") entered into between GMSC (as vendor), the Company (as guarantor) and Nanjing Ying Peng Hui Kang Medical Industry Investment Partnership (Limited Partnership)* (南京盈鵬蕙康醫療 產業投資合夥企業（有限合夥）) (the "Purchaser") (as purchaser), pursuant to which GMSC conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, the New Target CCBC Shares, at the consideration of RMB5,764 million (a copy of which was produced to the meeting and marked "C" and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;

5. the profit compensation agreement dated 30 December 2016 (the "New Profit Compensation Agreement") entered into between GMSC and the Purchaser, pursuant to which GMSC agreed to make certain profit guarantee and compensation in favour of the Purchaser in respect of the financial performance of CCBC for the fiscal year ended 31 December 2016 and the fiscal years ending 31 December 2017 and 2018 respectively (a copy of which was produced to the meeting and marked "D" and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects; and

6. any one director of the Company be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary or expedient for the purposes of giving effect to or in connection with each of Termination Agreement A, the Profit Compensation Termination Agreement, the New Agreement and the New Profit Compensation Agreement and the respective transactions contemplated thereunder, and to agree to such variations, amendments or waivers of matters relating thereto as are, in the sole opinion of such director, in the interests of the Company and its shareholders as a whole."

7. "That:

8. the termination agreement dated 30 December 2016 ("Termination Agreement B") entered into between GMSC, Nanjing Xinjiekou and the Company in relation to the termination of Previous Agreement B (a copy of which was produced to the meeting and marked "E" and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects; and

9. any one director of the Company be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary or expedient for the purposes of giving effect to or in connection with Termination Agreement B and the transactions contemplated thereunder, and to agree to such variations, amendments or waivers of matters relating thereto as are, in the sole opinion of such director, in the interests of the Company and its shareholders as a whole."

Yours faithfully

By Order of the Board

Golden Meditech Holdings Limited KAM Yuen

Chairman

Hong Kong, 6 March 2017

Notes:

1. The register of members of the Company will be closed from Monday, 20 March 2017 to Wednesday, 22 March 2017, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office 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 not later than 4:30 p.m. on Friday, 17 March 2017.

2. A member entitled to attend and vote at the EGM is entitled to appoint one or, if he holds two or more Shares, more proxies to attend and vote on his behalf. A proxy needs not be a member of the Company.

3. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person.

4. If two or more persons are joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.

5. The translation into Chinese language of the above notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this announcement, the Board comprises eight Directors. The executive Directors are Mr. Kam Yuen (Chairman) and Mr. Kong Kam Yu, the non-executive Directors are Ms. Zheng Ting and Mr. Gao Yue and the independent non-executive Directors are Prof. Cao Gang, Mr. Feng Wen, Prof. Gu Qiao and Mr. Daniel Foa.

* The English name is for identification purpose only.