Lansen Pharmaceutical : PROPOSAL FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES, AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Lansen Pharmaceutical Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

LANSEN PHARMACEUTICAL HOLDINGS LIMITED

朗生醫藥控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 503)

PROPOSAL FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES,

AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Lansen Pharmaceutical Holdings Limited to be held at United Conference Centre (UCC), 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 3 : 00 p.m. (the ''Annual General Meeting'') is set out on pages 13 to 17 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment of it, if you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting：

1. Compulsory temperature checks
2. Wearing of surgical face mask
3. No provision of refreshments or drinks
4. No distribution of corporate gift

Attendees who do not comply with the precautionary measures referred to in (1) to (2) above may be denied entry to the venue of the Annual General Meeting.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

29 April 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I - BIOGRAPHICAL DETAILS OF THE DIRECTORS
PROPOSED TO BE RE-ELECTED AT
THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II - EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

- i -

DEFINITIONS

In this circular, unless the content otherwise stipulates, the following expressions shall have the following meanings:

''Annual General	the annual general meeting of the Company to be held at United
Meeting'' or ''AGM''	Conference Centre (UCC), 10/F, United Centre, 95 Queensway,
	Admiralty, Hong Kong on Monday, 31 May 2021 at 3 : 00 p.m.
''Articles''	the articles of association of the Company
''associate(s)''	has the meaning ascribed to it under the Listing Rules
''Board''	the board of Directors
''CIH''	Cathay International Holdings Limited, a company incorporated
	in Bermuda, and the Controlling Shareholder of the Company
''CIH Group''	CIH and its subsidiaries
''Company''	Lansen Pharmaceutical Holdings Limited, an exempted company
	incorporated in the Cayman Islands with limited liability whose
	shares are listed on the Main Board of the Stock Exchange
''connected person(s)''	has the meaning ascribed to it under the Listing Rules
''Controlling	has the meaning ascribed to it under the Listing Rules
Shareholder''
''CSL''	Cosmos Skyland Limited, a company incorporated in the British
	Virgin Islands
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''HKICPA''	The Hong Kong Institute of Certified Public Accountants
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issue Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors at the AGM to allot, issue and deal with Shares in
	the manner as set out in the notice of AGM
''Latest Practicable	23 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular

- 1 -

	DEFINITIONS
''Listing Rules''	The Rules Governing the Listing of Securities on the Stock
	Exchange
''PRC'' or ''China''	the People's Republic of China, which for the purposes of this
	circular excludes Hong Kong, Macau Special Administrative
	Region and Taiwan
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors at the AGM to repurchase Shares in the manner as
	set out in the notice of AGM
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
''Share(s)''	ordinary share(s) of US$0.01 each in the share capital of the
	Company
''Shareholder(s)''	holder(s) of the Shares
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Substantial	has the meaning ascribed to it under the Listing Rules
Shareholder''
''Takeovers Code''	The Code on Takeovers and Mergers issued by the Securities and
	Futures Commission of Hong Kong
''US$''	United States dollars, the lawful currency of the United States
''%''	per cent

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing novel coronavirus disease (COVID-19) pandemic and the recent requirements for the prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff members and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted for every attendee at the entrance of the venue of the Annual General Meeting. Any person with a body temperature of over 37.4 degree Celsius may be denied entry into the venue of the Annual General Meeting and will be required to leave the venue of the Annual General Meeting.
2. Every attendee will be required to wear a surgical face mask inside the venue of the Annual General Meeting at all times, and to maintain a safe distance between seats.
3. No refreshment will be served and no gift will be distributed.
4. Each attendee may be asked whether (a) he/she has travelled outside of Hong Kong within the 14-day period immediately before the Annual General Meeting; (b) he/she is subject to any HKSAR Government prescribed quarantine; and (c) he/she has any flu- like symptoms or close contact with any person under quarantine or with recent travel history. Anyone who responds positively to any of these questions may be denied entry into the venue of the Annual General Meeting and will be required to leave the venue of the Annual General Meeting.

To the extent permitted under the law, the Company reserves the right to deny entry into the venue of the Annual General Meeting or require any person to leave the venue of the Annual General Meeting in order to ensure the safety of the attendees at the Annual General Meeting.

In the interest of all stakeholders' health and safety and consistent with recent COVID- 19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

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LETTER FROM THE BOARD

LANSEN PHARMACEUTICAL HOLDINGS LIMITED

朗生醫藥控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 503)
Executive Managing Director:	Registered Office:
Mr. Chen Li (Chief Executive Officer)	Windward 3,
	Regatta Office Park
Non-executive Directors:	P.O. Box 1350
Mr. Wu Zhen Tao (Chairman)	Grand Cayman
Mr. Stephen Burnau Hunt	KY1-1108
Ms. Liu Xuezi	Cayman Islands
Independent non-executive Directors:	Headquarters and principal
Mr. Chan Kee Huen, Michael	place of business in the PRC:
Mr. Fritz Heinrich Horlacher	228 Xinfeng Road
Mr. Yeung Tak Bun, Allen	Gaoqiao Industrial Park
	Haishu District, Ningbo City
	Zhejiang Province
	PRC
	Postal Code: 315174
	29 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSAL FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES,

AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting relating to (i) the re-election of Directors who will retire and, being eligible, have offered themselves for re-election; and

1. the granting of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate to issue additional Shares repurchased under the Repurchase Mandate.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

According to Article 108 of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

Accordingly, each of Mr. Chen Li, Ms. Liu Xuezi and Mr. Yeung Tak Bun, Allen will retire by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting. Details of the above Directors required to be disclosed under Rule 13.51(2) of the Listing Rules are set out in Appendix I to this circular.

At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. Chen Li as executive managing Director, Ms. Liu Xuezi as non-executive Director and Mr. Yeung Tak Bun, Allen as independent non-executive Director.

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed to the Shareholders at the Annual General Meeting to grant to the Directors (i) a general and unconditional mandate to allot, issue and deal with the Shares not exceeding 20% of the total issued share capital of the Company as at the date of the passing of the ordinary resolution in relation to the Issue Mandate; and (ii) to extend the Issue Mandate to issue, allot and deal with any Shares in an amount not exceeding the aggregate nominal amount of Shares repurchased by the Company pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the Company has an aggregate of 397,172,000 Shares in issue. Subject to the passing of the resolutions for the approval of the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 79,434,400 Shares, representing 20% of the issued share capital of the Company.

GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed to the Shareholders at the Annual General Meeting to grant to the Directors a general and unconditional mandate to repurchase Shares with the aggregate nominal amount not exceeding 10% of the total issued share capital of the Company as at the date of the passing of the relevant resolution approving the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 39,717,200 Shares.

An explanatory statement as required under the Listing Rules to provide the required information concerning the Repurchase Mandate is set out in Appendix II to this circular.

- 5 -

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at United Conference Centre (UCC), 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 3 : 00 p.m. is set out on pages 13 to 17 of this circular. Ordinary resolutions will be proposed at the Annual General Meeting to approve, among other things, the proposed grant of Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate to issue additional Shares repurchased under the Repurchase Mandate and the proposed reelection of Directors.

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy and return it in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Hong Kong as soon as possible but in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment of it, if you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of Annual General Meeting will be decided by poll. The chairperson of the Annual General Meeting will demand, pursuant to Article 72 of the Articles, poll voting on all resolutions set out in the notice of Annual General Meeting. The Company will appoint scrutineers to handle vote-taking procedures at the Annual General Meeting. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed grant of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate to issue additional Shares repurchased under the Repurchase Mandate and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favour of the proposed resolutions at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any statement herein misleading insofar as it relates to the Company.

- 6 -

LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is drawn to the additional information as set out in the Appendices to this circular.

By order of the Board

Lansen Pharmaceutical Holdings Limited

Wu Zhen Tao

Chairman

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The particulars of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Chen Li - Executive Managing Director

Mr. CHEN Li, age 59, is the Executive Managing Director and Chief Executive officer of the Group. Mr. Chen has over 25 years of experience in the pharmaceutical industry. Prior to joining the Group, Mr. Chen has been General Manager of Alfa Wassermann China since July 2014. Mr. Chen worked for a number of internationally renowned pharmaceutical companies in the past. He was previously General Manager of China with Abbot from June 2009 to November 2012 and Assistant Vice President of Wyeth Pharmaceuticals Shanghai from 2004 to June 2009. During the period from 1992 to 2004, Mr. Chen also worked in GlaxoSmithKline, Hoechst China, Bayer China, BASF Knoll China and Roussel China. Mr. Chen obtained a bachelor's degree in Medicine (Doctor of Internal Medicine) from Tongji Medical University in 1983.

Pursuant to the executive managing director service contract between Mr. Chen and the Company (the ''Service Contract'') for a term of three years commencing 1 March 2021, Mr. Chen will not be entitled to any remuneration for his appointment as Executive Managing Director. On the other hand, for his employment as the Chief Executive Officer and in other senior management capacities of the Group not covered under the Service Contract, Mr. Chen is entitled to a monthly salary of HK$139,454 and RMB157,490, and annual discretionary bonus and long-term management incentives to be determined by the Board based on the recommendation by the remuneration committee of the Company, with reference to his duties and responsibilities with the Group, the Group's performance and the prevailing market conditions.

Ms. Liu Xuezi - Non-executive Director

Ms. LIU Xuezi, age 44, is a non-executive Director of our Company. Ms. Liu joined Cathay International Holdings Limited in 2002 and worked in the corporate development department and asset management department, as vice president and co-head of asset management department. She is currently vice president and head of company secretarial centre of the Group. Ms. Liu has over 14 years of experience in mergers and acquisitions and asset management. Before joining Cathay, Ms. Liu was head of the Asia-Pacific region of a US network infrastructure company, responsible for the start-up and expansion of the company's business in Asia. Ms. Liu graduated from the School of Economics of University of San Francisco, majoring in business administration, in 1999.

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the non-executive director service contract between Ms. Liu and the Company (the ''NED Service Contract'') for a term of three years commencing 30 March 2019, Ms. Liu will not be entitled to any remuneration for her appointment as Non- Executive Director. On the other hand, for her employment in other senior management capacities of the Group not covered under the NED Service Contract, Ms. Liu is entitled to

1. monthly salary of HK$130,292, and annual discretionary bonus and long-term management incentives to be determined by the Board based on the recommendation by the remuneration committee of the Company, with reference to her duties and responsibilities with the Group, the Group's performance and the prevailing market conditions.

Mr. Yeung Tak Bun, Allen - Independent non-executive Director

Mr. YEUNG Tak Bun, Allen, age 54, is an independent non-executive Director of our Company. Mr. Yeung joined our Group on 6 October 2018. He served as the former Government Chief Information Officer, responsible for formulation of policies and strategies for Hong Kong's information industry in the development of digital economy, e-government,cyber-security, and formulation of the blueprint for developing Hong Kong into the world's leading smart city. He was the Chief Corporate Development Officer at the Hong Kong Science and Technology Parks Corporation, responsible for the development strategy of the science park, nurturing and supporting bio-tech,green-tech, IT and electronics enterprises. Mr. Yeung started his career in Silicon Valley and had worked for several high-tech companies. Thereafter, he held several senior management positions in multinational corporations, Hong Kong listed companies and private equity funds, with operations throughout Asia. Mr. Yeung holds a Bachelor of Science degree in Electrical Engineering from the University of Texas (Austin), a Master of Science in Electrical Engineering from Purdue University, and an Executive MBA from the Kellogg School of Management of the University of Northwestern in conjunction with the Hong Kong University of Science and Technology.

Mr. Yeung has entered into a letter of appointment with the Company for a term of three years commencing 6 October 2018, pursuant to which he is entitled to receive an annual Director's fee of HK$275,500 from the Company, which was determined by the Board based on the recommendation of the remuneration committee of the Company, with reference to his duties and the market rate for the position.

Save as disclosed above, none of the above Directors (i) has held any directorships during the three years preceding the Latest Practicable Date in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) has any relationship with any other Directors, senior management or substantial or Controlling Shareholder of the Company; (iii) holds any positions in the Company or other members of the Group; and (iv) has any interests in the Shares within the meaning of Part XV of SFO.

Save as disclosed above, there is no other information in relation to the appointment of the Directors which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

- 9 -

APPENDIX II	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the information as required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules for Shareholders to make an informed view on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the Repurchase Mandate.

STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions. The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

SHARE CAPITAL

As at the Latest Practicable Date, the total issued share capital of the Company comprised 397,172,000 fully paid Shares.

Subject to the passing of the relevant ordinary resolutions to approve the Issue Mandate and the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to purchase a maximum of 39,717,200 Shares being 10% of the entire issued share capital of the Company.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Repurchases of Shares made under the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company's net assets and/or its earnings per share and will only be exercised when the Directors consider that such repurchases will benefit the Company and its Shareholders as a whole.

FUNDING OF REPURCHASES

Repurchases made pursuant to the proposed Repurchase Mandate would be funded by the funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles and the laws of the Cayman Islands.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. On the basis of the consolidated financial position of the Company as at 31 December 2020, being the date to

- 10 -

APPENDIX II	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

which the latest published audited accounts of the Company were made up, the Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it could have a material adverse impact on the working capital position and gearing position of the Company. The Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company as compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.69	0.51
May	0.69	0.60
June	0.69	0.56
July	0.85	0.61
August	0.85	0.73
September	0.82	0.73
October	0.77	0.71
November	0.80	0.73
December	2.05	0.77
2021
January	2.23	1.67
February	2.04	1.65
March	2.20	1.55
April (up to and including the Latest Practicable Date)	2.10	1.60

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchase of Shares pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules and all applicable laws of the Cayman Islands.

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APPENDIX II	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

EFFECT OF TAKEOVERS CODE

If as a result of a share repurchase by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Wu Zhen Tao, through CIH and CSL, beneficially held 274,060,000 Shares in the Company representing 69.0% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which was proposed to be granted pursuant to the repurchase resolution, assuming no further Shares will be issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting and there is no alteration to the existing shareholding of CIH and CSL, the shareholding in the Company beneficially owned by Mr. Wu Zhen Tao through CIH and CSL would be increased to approximately 76.7% of the issued share capital of the Company, respectively. As the shareholding of Mr. Wu Zhen Tao (through CIH and CSL) in the Company is more than 50%, an exercise of the Repurchase Mandate in full will not result in Mr. Wu Zhen Tao, CIH nor CSL becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Nevertheless, the Directors will not effect repurchase to an extent which would result in the Company failing to comply with Rule 8.08 of the Listing Rules which requires a public float of 25%.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

No core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares (in issue or to be issued) to the Company nor have they undertaken not to sell any of the Shares held by them (in issue or to be issued to them) to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

REPURCHASES OF SHARES MADE BY THE COMPANY

The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

LANSEN PHARMACEUTICAL HOLDINGS LIMITED

朗生醫藥控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 503)

NOTICE IS HEREBY GIVEN that the annual general meeting of Lansen Pharmaceutical Holdings Limited (the ''Company'') will be held at United Conference Centre (UCC), 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 3 : 00 p.m. (the ''Annual General Meeting'') for the following purposes:

AS ORDINARY BUSINESS:

1. To receive and consider the audited consolidated financial statements, the report of the directors of the Company (the ''Directors'') and the independent auditor's report thereon for the year ended 31 December 2020.
2. To re-elect the following retiring Directors and to authorise the board (the ''Board'') of Directors to fix their remuneration:
3. 1. Mr. Chen Li as an executive managing Director;
   2. Ms. Liu Xuezi as a non-executive Director;
   3. Mr. Yeung Tak Bun, Allen as an independent non-executive Director; and
   4. To fix the Directors' remuneration.
4. To re-appoint BDO Limited as the auditor of the Company and to authorise the Board to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS:

4. To consider and, if thought fit, pass with or without modification the following ordinary resolution:

1. ''THAT:
2. 1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares of US$0.01 each in the capital of the Company (the ''Shares'') and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debenture convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
   3. the aggregate nominal value of share capital allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company; (iii) an issue of shares upon the exercise of the subscription or conversion rights under the terms of any warrants, bonds, notes or other securities carry rights of the Company which are convertible into shares of the Company or warrants to subscribe for shares of the Company; or (iv) any scrip dividends or similar arrangement, providing for the allotment and issue of shares in lieu of the whole or part of a dividend or shares in accordance with the articles of association of the Company (the ''Articles'') from time to time, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any other applicable laws of Cayman Islands to be held; and
   3. the revocation or variation of this resolution by the shareholders of the Company in general meeting;

''Rights Issue'' means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company).''

1. ''THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of the Company of US$0.01 each on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;
   3. the aggregate nominal value of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution:
      ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any other applicable laws of Cayman Islands to be held; and
      3. the revocation or variation of this resolution by the shareholders of the Company in general meeting.''
2. ''THAT subject to the passing of the resolutions 4(A) and 4(B) set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to resolution 4 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of any amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution 4(B) set out in the notice convening this meeting, provided that such an amount shall not exceed 10% of the aggregate nominal amount of the total issued share capital of the Company as at the date of passing this resolution.''

By order of the Board

Lansen Pharmaceutical Holdings Limited

Wu Zhen Tao

Chairman

Hong Kong, 29 April 2021

Principal Place of Business in Hong Kong:

Suites 1203-4

12/F., Li Po Chun Chambers

189 Des Voeux Road Central

Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. Any shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a shareholder of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
3. To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be lodged with the Company's Hong Kong branch share registrar, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting.
4. The register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for entitlement to vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen's Road Central, Hong Kong not later than 4 : 30 p.m. on Tuesday, 25 May 2021.
5. If Typhoon Signal No. 8 or above, or ''extreme conditions'' caused by super typhoons, or a ''black'' rainstorm warning is in effect any time after 12 : 00 noon on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at http://www.lansen.com.cn and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive managing Director is Mr. Chen Li; the non- executive Directors are Mr. Wu Zhen Tao, Mr. Stephen Burnau Hunt and Ms. Liu Xuezi; the independent non-executive Directors are Mr. Chan Kee Huen, Michael, Mr. Fritz Heinrich Horlacher and Mr. Yeung Tak Bun, Allen.

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