Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

  1. ADJUSTMENTS TO THE LIST OF THE INCENTIVE PARTICIPANTS UNDER THE RESERVED GRANT OF THE 2018 SHARE OPTIONS INCENTIVE SCHEME
  2. CANCELLATION OF CERTAIN SHARE OPTIONS UNDER THE FIRST GRANT AND
    1. FIRST EXERCISE PERIOD UNDER THE FIRST GRANT MEETS

THE EXERCISE CONDITIONS

This announcement is made pursuant to rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules").

Reference is made to the announcements of 麗珠醫藥集團股份有限公司 Livzon Pharmaceutical Group Inc.* (the "Company", together with its subsidiaries, the "Group") dated 17 July 2018, 18 July 2018, 29 July 2018, 17 August 2018, 31 August 2018, 5 September 2018, 11 September 2018, 8 October 2018 and 28 August 2019, and the circular of the Company dated 18 August 2018 (the "Circular") in relation to, among others, the proposed adoption of the 2018 Share Options Incentive Scheme (Revised Draft) (the "Incentive Scheme"). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

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ADJUSTMENTS TO THE LIST OF THE INCENTIVE PARTICIPANTS UNDER THE RESERVED GRANT

After verification, the Company will cancel the incentive qualification of one proposed Incentive Participant who falls outside the scope of the Incentive Participants under the Incentive Scheme. In addition, the Company intends to add 26 persons into the Incentive Participants of the Reserved Grant who are mid- level management and core personnel of the Company, namely Peng Anhui, Li Liang, Guo Xiaoye, Wang Zhijiang, Zhong Shaodong, Huang Yiting, Liu Jing, Wang Ying, Wang Ye, Yu Yang, Han Fei, Li Weilin, Wang Yao, Zhang Yaqian, Guo Miao, Chen Yuqin, Fang Manni, Qiu Huanzhi, Li Juan, Tan Kang, Xie Junhui, Li Hui, Chen Jian, Li Siwen, Peng XiaoXing, and Fu Changliang.

After above adjustments, the number of Incentive Participants under the Reserved Grant is adjusted from 145 to 170. The total number of Share Options under the Reserved Grant remains unchanged. An aggregate of 2,535,000 Share Options were granted to 170 Incentive Participants as follows:

Percentage to

Percentage to

Number of

the total

the total

Share Options

number of

Name

Position

Share capital

granted (0'000

Share Options

of the

share options)

under the

Company

Reserved Grant

Dai Weiguo

Vice President

13.00

5.13%

0.01%

Mid-level management and core personnel of

240.50

94.87%

0.26%

the Company (169 persons)

Total (170 persons)

253.50

100.00%

0.27%

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, none of the aforesaid grantee is a Director, chief executive or substantial shareholder of the Company, nor an associate of any of them.

CANCELLATION OF CERTAIN SHARE OPTIONS UNDER THE FIRST GRANT

In view of the 17 Incentive Participants under the First Grant, namely Jin Xuefeng (67,600 Share Options), Wang Wenxuan(8,450 Share Options), Zhang Yijia(26,000 Share Options), Ren Xuefeng(8,450 Share Options), Ke Xiaofen(5,070 Share Options), Ying Erchao(2,535 Share Options), Huang Jinfa(16,900 Share Options), Zhang Xiumei(3,380 Share Options), Chen Ping(3,380 Share Options), Liu Xuejun(3,380 Share Options), Chen Zhenkun(8,450 Share Options), Yao Yu(25,350 Share Options), Li Minggang(6,760 Share Options), Wang Jianjun(25,350 Share Options), Huang Jing(8,450 Share Options), Wang Yang(27,040

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Share Options) and Wang Siting(8,450 Share Options), having resigned due to personal reasons and therefore no longer meet the conditions for incentive, according to the requirements of "Chapter XIII. Handling Unusual Changes to the Company or the Incentive Participants" set forth in the Incentive Scheme and the mandate granted by the EGM, A Shareholders' Class Meeting and H Shareholders' Class Meeting to the Board to deal with matters regarding the Incentive Scheme, the Company intends to cancel 254,995 Share Options granted to but not yet exercised by the abovementioned 17 Incentive Participants. After the cancellation, the number of Incentive Participants under the First Grant is adjusted from 1,050 to 1,033 and the number of Share Options under the First Grant is adjusted from 22,718,150 to 22,463,155.

Save for the above adjustments and cancellation, all other terms and conditions of the Incentive Scheme remain unchanged.

FIRST EXERCISE PERIOD UNDER THE FIRST GRANT MEETS THE EXERCISE CONDITIONS

The date of First Grant of Share Options was 11 September 2018, the date of completion of the grant registration was 28 September 2018, and the first exercise period under the First Grant will expire on 27 September 2019. The Board considers that the Exercise Conditions for the first exercise period under the First Grant have been fulfilled, and agreed that 1,033 Incentive Participants who meet the Exercise Conditions are entitled to exercise 8,985,262 Share Options during the first exercise period.

Specific arrangements are as follows:

  1. The shares under Share Options which are exercisable comprise the Company's A Shares to be issued to the Incentive Participants by the Company.
  2. The Incentive Participants who are entitled to exercise and the number of Share Options which are exercisable during the first exercise period under the First Grant are as follows:

Number of

Number of

Percentage of Share

Share Options

Options exercisable

Share Options

Name

Position

exercisable

to the total Share

granted (0'000

(0'000 share

capital of the

share options)

options)

Company

Tao

Non-Executive Director,

25.35

10.1400

0.011%

Desheng

Vice Chairman

Xu

Executive Director, Vice

Chairman, and Vice

25.35

10.1400

0.011%

Guoxiang

President

Tang

Executive Director and

20.28

8.1120

0.009%

Yanggang

President

3

Fu

Executive Director and

20.28

8.1120

0.009%

Daotian

Vice President

Yang

Vice President

20.28

8.1120

0.009%

Daihong

Si Yanxia

Vice President and Chief

20.28

8.1120

0.009%

Financial Officer

Zhou

Vice President

13.52

5.4080

0.006%

Peng

Huang

Vice President

11.83

4.7320

0.005%

Yuxuan

Yang

Secretary of the Board and

11.83

4.7320

0.005%

Liang

Company Secretary

Mid-level management and core

personnel of the Company (1,024

2,077.3155

830.9262

0.889%

persons)

Total (1,033 persons)

2,246.3155

898.5262

0.961%

In the event of any capitalisation issue, bonus issue, sub-division, rights issue or consolidation of share capital of the Company prior to any exercise of Share Options, the number of Share Options shall be adjusted accordingly.

  1. The Exercise Price of the Share Options which are exercisable shall be RMB36.16/A Share. In the event of any capitalisation issue, bonus issue, sub-division, rights issue or consolidation of share capital prior to any exercise of Share Options, the Exercise Price shall be adjusted accordingly.
  2. The Share Options which are exercisable shall be exercised at the discretion of the Incentive Participants and the exercise period shall commence from the date when the approval procedures for discretionary exercise are completed until 27 September 2020.

By order of the Board

麗珠醫藥集團股份有限公司

Livzon Pharmaceutical Group Inc. *

Yang Liang

Company Secretary

Zhuhai, China

18 September 2019

As at the date of this announcement, the Executive Directors of the Company are Mr. Tang Yanggang (President), Mr. Xu Guoxiang (Vice Chairman and Vice President), and Mr. Fu Daotian (Vice President); the Non-Executive Directors of the Company are Mr. Zhu Baoguo (Chairman), Mr. Tao Desheng (Vice Chairman) and Mr. Qiu Qingfeng; and the Independent Non-Executive Directors of the Company are Mr. Xu Yanjun, Mr. Zheng Zhihua and Mr. Xie Yun.

* For identification purpose only

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Livzon Pharmaceutical Group Inc. published this content on 18 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2019 14:01:06 UTC