China NT Pharma Group Company Limited, adhering to its core value of “steady growth and value creation”, is committed to advancing the development of the medical and healthcare sector in China and even the world, thus creating more value.

While enhancing its own core competitiveness, NT Pharma spares no effort to bring forth more benefits for investors; achieve win-win results with other business operators in the industry; provide more platforms for employees to realize self-worth, repay the society, and embrace the future.NT Pharma is fulfilling its commitments as described above. Meanwhile, it striving to become a typical model of “steady value creator” in China’s medical and pharmaceutical industry, by formulating a strategic plan for sustainable development and improving its strategic management!The corporate value serves as the guideline for the company’s decisions and operation, and the foundation for achieving steady corporate governance.

The Board and the management of NT Pharma are committed to maintaining favorable governance rules and procedures. The company firmly believes that good corporate governance facilitates the management and operation of the company, thus creating more values for shareholders. The company complies with the principle of corporate governance which focuses on the high quality of the Board, adequate internal oversight and control, and transparency to shareholders.

To improve corporate governance, the company needs shareholders’ support and cooperation. Therefore, the company encourages shareholders to participate in providing advice on the company’s corporate governance.

Executive Director
Non-Executive Directors
Independent Non-Executive Directors
Chairman of the Committee

Board Composition	Audit Committee	Remuneration Committee	Nomination Committee	Member

Board Composition

The Board of Directors’ rights and responsibilities include holding general meeting of shareholders, reporting the Board of Directors’ work at the meeting, executing the resolutions adopted at the meeting, formulating the company’s business plans and investment plans, making the company’s annual budget plans and final account plans, making the company’s profit distribution plans, making plans of increasing or reducing the registered capital, and other rights, functions and responsibilities authorized by Memorandum and Articles of Association.

The Board of Directors consists of 7 Directors, including 3 Executive Directors, 1 Non-Executive Directors and the rest are Independent Non-Executive Directors. Mr. Ng Tit was appointed as Chairman and Chief Executive Officer of NT Pharma on March 1st, 2010. He is mainly responsible for leading and managing the Board of Directors effectively. The Chairman works out the group’s overall strategic orientation and is responsible for monitoring the managers’ work at a macro level after consulting the Board of Directors.

Under the leadership of Chairman, the Board of Directors is responsible for formulating the group’s direction of future development, holistic strategies and policies and evaluating behaviors of the group and managers as well as approving major or significant events. The regular meetings of the Board of Directors should be held at least 4 times every year.

Board of Directors & Board Committee

The Board of Directors sets up three Subordinate Committees including the Audit Committee, the Nomination Committee and the Compensation Committee which have set their respective functions.

These Committees report their decisions and suggestions to the Board of Directors at the meeting.

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Memorandum and Articles of Association

Code of Corporate Governance

Within the year, the company has complied with the provisions (excluding「Article A.2.1 ）of Annex XIV Code of Corporate Governance of Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (Listing Rules) and complied with most of the recommended best practices herein.

Article A.2.1 — This article prescribes that the role of Chairman should distinguish from that of Chief Executive Officer and these two positions should not be taken by the same person. The division of responsibilities between Chairman and Chief Executive Officer should be clearly defined and listed in written form.

Article A.2.1 prescribes that the role of Chairman should distinguish from that of Chief Executive Officer and these two positions should not be taken by the same person. The company’s Chairman and Chief Executive Officer is Mr. Ng Tit. In spite of this, the Board of Directors believes such framework won’t damage the Board of Directors’ balance of rights and jurisdiction.

Mr. Ng Tit is the main founder of the group and responsible for the holistic strategic plan and management of the group. He plays a significant role in the development of the group. Mr. Ng Tit has engaged in the pharmaceutical business for over twenty years and has abundant experience in the pharmaceutical industry. Currently, the Board of Directors believe that it is helpful to promoting decisions of the Board of Directors and beneficial to the business management and development of the group to appoint Mr. Ng Tit as Chairman and Chief Executive Officer.

Besides, the Board of Directors consists of professional people of good reputation and rich experience, which contributes to maintaining the balance of rights without sacrificing the consistency of the group leaders. The Chairman, as the convener and host of the board meeting, has no special rights that distinguish from other directors on decisions at the board meeting.

The Procedures for Shareholders to Nominate Candidates of Directors

Any shareholder, who is qualified to attend the company’s general meetings of shareholders and vote, has to inform the company in written form under the premise of complying with Articles of Association, if he/she wants to recommend retired directors or someone who is excluded from directors’ recommendation to participate in the director election of the company.

The shortest duration for shareholders to submit such notice to the company will be at least seven (7) days. The duration for submitting the notice should start no earlier than the day after sending the notice of the general meeting of the elected shareholders and end no later than the first seven (7) days before the general meeting of shareholders.

The following documents should be sent to the company's main business address in Hong Kong (Room 1505 Floor 15 Bank of East Asia Harbour View Center No.56 Gloucester Road Hong Kong) to the Secretary of the company:

1. If there is a notice of intention to move for a resolution of electing the nominee as the company’s director, the nominated shareholder’s name, contact information and the number of his ordinary shares of the company should be clarified in the notice.

2. The nominee has signed the notice and showed his/her intention to be nominated.

3. Article 13. 51(2) Listed Rules prescribes the nominee’s data should be disclosed.

4. There should be a written notice on the nominee’s consent to disclose his/her personal materials.

In order to reveal the company’s constant pursuit of high-level corporate governance, the Board of Directors adopted the policy of diversification of the Board members in August 2013 to comply with the prescription on the diversification of Board members in Article A.5.6 of Code. The policy is as follows:

Objective

The policy is formulated to list the adopted ways to achieve the diversification of Board members.

Vision

The company understands and believes firmly that the diversification of Board members is beneficial to the improvement of the company’s performance.

Policy Statement

In order to achieve the goal of sustainable balanced development, the company regards the Board of directors’ diversifying increasingly as the key element to support and reach the strategic aim and maintain sustainable development. The company has been considering the diversification of Board members from many aspects including but not limited to gender, age, culture and educational background, professional experience, skills and knowledge when designing the constitution of the Board of Directors. The appointment of the Board of Directors complies with the principle of only talents being selected. When considering the candidates, take the benefits of diversification of Board members into full consideration with objective conditions.

Measurable Target

Candidates are selected based on a series of diversified categories including but not limited to gender, age, culture and educational background, professional experience, skills and knowledge. The final selected candidate is decided according to candidates’ superiorities and the contributions they can make to the Board of Directors.

Policy Review

The Board of Directors will regularly review the policy in order to ensure the effectiveness and efficiency of the policy.

The company ensures that shareholders (including individuals and institutional shareholders) and investors have access to comprehensive, identical and digestible materials of the company (including financial performances and development plans etc.) timely, which makes shareholders may exercise their rights under informed conditions on one hand and shareholders and investors strengthen communication with the company on the other hand.

The company establishes different ways of communication for shareholders and investors:

1. Performance report and publication of the company

In order to ensure shareholders are timely aware of the company’s performance, the company will publish financial performance as soon as possible and issue audited financial statements within three months after the settlement date of the fiscal year. The mid-term financial statement will be issued within two months after the end of semiannual period.

The company issues the semiannual and annual performance on the stock exchange and investor relations website.

2. The company’s website and investor relations webpage

There is a specially designed section [Investor Relations] on the company’s website (http://www.ntpharma.com) The data published on the company’s website and investor relations website are updated regularly.

The data sent to Hong Kong Stock Exchange will be then uploaded to the investor relations website. Relevant data include financial statements, performance announcement, circulars, notice of the general meeting of shareholders and relevant documentation etc.

The presentations and recommendation materials released on the company’s performance publication will be all uploaded to the investor relations website as soon as possible after their publication.

All the newsletters published by the company will be uploaded to the company’s website or investor relations webpage.

3. Keep communication with the investment industry

On the afternoon of the performance released or next day, the company generally holds an analysis briefing on the performance of the company. There are presentations on recent performance issued on the investor relations website for reference.

The company will hold various activities regularly including non-transaction road shows, media interviews and investors’ promotion activities, and engaging in special topic forums of this industry in order to keep communication with investors.

4. General meetings of shareholders

If the shareholder does not attend the meeting, he/she may appoint a representative to attend and vote at the meeting.

At the general meeting of shareholders, the chairman will present individual resolutions on each actually independent matter, especially matters related to financial statements, elections or reselections of directors.

The board members (especially the chairman or representatives of the committee under the Board of Directors) and suitable administrative managers attend the annual general meeting of shareholders and answer shareholders’ questions.

The management must ensure the external auditors attend the annual general meeting and answer questions on audit, formation and contents of the auditor's report, accounting policies and auditors’ independence etc.

Shareholders’ hotline & e-mail contact

If shareholders have any questions or comments on measures took by the company, welcome to contact us at any time. The contact information is as follows:

Address: Room 1505 Floor 15 Bank of East Asia Harbour View Center No.56 Gloucester Road Hong Kong

Telephone number: (852) 2808 1606

Fax: (852) 2508 9459

E-mail address of corporate financing and investor relations department: ir@ntpharma.com