Shenzhen Neptunus Interlong Bio Technique : Circulars - CONTINUING CONNECTED TRANSACTION IN RELATION TO A DISTRIBUTION AGREEMENT

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

If you have sold or transferred all your shares in Shenzhen Neptunus Interlong Bio-technique Company Limited*, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

深圳市海王英特龍生物技術股份有限公司 SHENZHEN NEPTUNUS INTERLONG BIO-TECHNIQUE COMPANY LIMITED*

(a joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 8329)

CONTINUING CONNECTED TRANSACTION IN RELATION TO A DISTRIBUTION AGREEMENT

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 13 of this circular and a letter from Gram Capital is set out on pages 16 to 25 of this circular. A notice convening the EGM to be held at 10:00 a.m. on Friday, 4 March 2016 at Meeting Room, 23rd Floor, Neptunus Yinhe Technology Mansion, 1 Keji Middle 3rd Road, Nanshan District, Shenzhen, Guangdong Province, the PRC is set out on pages 35 to 37 of this circular.

A form of proxy for use at the EGM and a reply slip are enclosed and are also published on the website of the GEM website (www.hkgem.com). Whether or not you are able to attend the EGM, you are requested to complete and return (i) the enclosed reply slip in accordance with the instructions printed thereon not later than Friday, 12 February 2016 and (ii) the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person if you so wish.

This circular will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for at least 7 days from the date of its posting and in the Company's website at www.interlong.com.

* For identification purposes only

15 January 2016

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

LETTER FROM THE INDEPENDENT BOARD COMMITTEE 14

LETTER FROM GRAM CAPITAL 16

APPENDIX − GENERAL INFORMATION 26

NOTICE OF EGM 35

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

DEFINITIONS

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

"2013 Distribution Agreement" the distribution agreement entered between Neptunus

Changjian and Neptunus Pharmaceutical on 6 February 2013 relating to the purchase of various pharmaceutical products manufactured by Neptunus Pharmaceutical for distribution in the PRC;

"2013 Supplemental Agreement"

the supplemental agreement entered into between Neptunus Changjian and Neptunus Pharmaceutical on 3 July 2013 relating to (i) the revised purchase caps of 2013 Distribution Agreement and (ii) the revised term of 2013 Distribution Agreement;

"associate" has the meaning ascribed thereto under the GEM Listing Rules;

"Board" the board of Directors;

"Company" 深圳市海王英特龍生物技術股份有限公司 (Shenzhen Neptunus Interlong Bio-technique Company Limited*), whose H shares are listed on the GEM;

"connected person(s)" has the meaning ascribed thereto under the GEM Listing

Rules;

"Continuing Connected Transaction"

the continuing connected transaction contemplated under the Distribution Agreement;

"controlling shareholder" has the meaning ascribed thereto under the GEM Listing

Rules;

"Date of the EGM" 4 March 2016;

"Director(s)" the director(s) of the Company;

"Distribution Agreement" the distribution agreement entered between Neptunus

Changjian and Neptunus Pharmaceutical on 10 December 2015 relating to the purchase of various pharmaceutical products manufactured by Neptunus Pharmaceutical for distribution in the PRC;

"Domestic Shares" domestic shares of RMB0.10 each in the issued share capital of the Company;