History of Guangzhou Pharmaceutical Co.

Guangzhou Pharmaceutical Co., Ltd.

Established on September 1, 1997, with a registered capital of RMB 810.9 million, Guangzhou Pharmaceutical Group Co., Ltd. was established after the reorganization of eight proprietary Chinese medicine manufacturers and three pharmaceutical trading enterprises, mainly engaged in the manufacture and sale of proprietary Chinese medicines, the wholesale, retail, import and export of traditional Chinese medicines, western medicines and medical devices, and the research and development of natural medicines and biopharmaceuticals. Research and development of natural medicine and biomedicine. On October 21, 1997, the Company's H-shares were offered to the Hong Kong public at $1.65 per share, with 219,900,000 H-shares issued and total proceeds of approximately HK$362,835,000 raised. At the time of listing in Hong Kong, a Trademark License Agreement was entered into with GPHL, the controlling shareholder of the Company. Pursuant to the Trademark License Agreement, GPHL granted the Company and its subsidiaries an exclusive license to use 38 trademarks owned by GPHL on all products now and hereafter manufactured by the Group for an initial term of 10 years from the date of the Trademark License Agreement. The trademark license agreement is automatically renewable by the Company for a period of 10 years after the expiry of the trademark license agreement unless terminated by GPHL three months prior to the expiration date of the initial term. Pursuant to the Trademark License Agreement, the Company pays an annual license fee for the use of the Licensed Trademarks, which is calculated on the basis of 0.1% of the Company's total net sales as shown in the audited annual financial statements prepared in accordance with the PRC accounting standards and is payable quarterly in arrears.

In January 1998, the new plant of Guangzhou Chenrezig Pharmaceutical Factory was put into operation.

In April 1998, the Company and the Beijing University of Traditional Chinese Medicine formally signed a letter of agreement to ****co-operate in the construction of a Chinese medicine technology innovation center to strengthen cooperation in the development of new medicines and the improvement and application of Chinese medicine engineering technology, which will accelerate the progress of the Company's new product development and the application of new technology.

In April 1998, our company signed a formal agreement with Hong Kong Hexing White Flower Oil Company, and became the exclusive distributor of "Hexing White Flower Oil" in mainland China.

In December 1999, with the approval of the Board of Directors, the Company spent 15 million RMB to implement SAP-R3 management system in the headquarter of Guangzhou Pharmaceuticals and its subsidiaries, and hired Deloitte & Touche as the implementation consultant to formally launch the ERP project.

June 17, 1999, the company set up a CI leading group, issued a CI manual, formally notify the subordinate enterprises to the full to such as the corporate identity system, in strict accordance with the CI manual standards, unified corporate advertising, publicity behavior.

March 2000, Guangzhou Zhongsheng Pharmaceutical Factory due to poor management, the company decided to be hosted by the first factory of Guangzhou traditional Chinese medicine.

On September 25, 2000, on the basis of the trusteeship of Guangzhou Zhongsheng Pharmaceutical Factory by Guangzhou Traditional Chinese Medicine Factory No.1, Guangzhou Pharmaceutical decided to absorb and merge Guangzhou Zhongsheng Pharmaceutical Factory by Guangzhou Traditional Chinese Medicine Factory No.1.

On October 18, 2000, Guangzhou Pharmaceuticals held its second extraordinary shareholders' meeting, which considered and passed the motion on A-shares. on December 22, it obtained the approval letter from the Securities and Futures Commission, approving the issuance of no more than 100 million A-shares by our company.

On November 2, 2000, Guangzhou Pharmaceuticals and Guangzhou Air Force Hospital formally signed an agreement on the cooperation in the development of "Anti-Hepatitis B Virus Dual Plasmid Gene Vaccine" at the White Swan Hotel, which was the first step for the development of the field of bio-genetic drugs.

February 6, 2001, Guangzhou Pharmaceuticals A shares officially listed on the Shanghai Stock Exchange, the first lot trading price of 13.00 yuan / share, the company's total share capital from the beginning of the period in 2001, 732.9 million shares to the first half of 2001, its touch of 810.9 million shares, the state shares accounted for the proportion of the total capital from 70% down to 62.26%, the circulation of the shares accounted for the proportion of total capital from 30% to 36.74%. 30% to 36.74%.

On February 21, 2001, it was agreed that Beijing University of Chinese Medicine would transfer 30% of the shares of Guangjing Traditional Chinese Medicine Technology Innovation Center to Guangzhou Pharmaceutical Industry Research Institute, and Guangjing Traditional Chinese Medicine Technology Innovation Center was renamed.

On August 27, 2001, Guangzhou Pharmaceuticals established Guangzhou Baidi Biomedical Co. The registered capital of the company is 20 million yuan, of which 82% is held by Guangzhou Pharmaceuticals, 10% is held by Guangzhou Institute of Pharmaceutical Industry, and 8% is held by the management of Guangzhou Baidi Biomedical Co.

On September 27, 2001, Guangzhou Pharmaceuticals held the second eighth meeting of the board of directors to consider and pass the motion on the connected transaction of the purchase of Sui Kang Building owned by Guangzhou Pharmaceutical Materials Supply Company, a wholly-owned enterprise of Guangzhou Pharmaceutical Group Company Limited, at a price of RMB 3,923,940,480 by Guangzhou Pharmaceuticals Company Limited, a wholly-owned enterprise of Guangzhou Pharmaceutical Materials Supply Company.

On October 19, 2001, Guangzhou Pharmaceuticals signed a contract with an independent third party, Oplmind International Holding Limited of the United Kingdom, whereby the two parties agreed to set up Guangzhou Pharmaceuticals (UK) Limited in London, the United Kingdom in the form of cooperation. The Company will contribute 20% of the total share capital of Guangzhou Pharmaceuticals (UK) Limited with the exclusive right to use the brands of "Guangzhou Pharmaceuticals" and "Cai Zhi Lin" in the United Kingdom and European countries. Oplmind International Holding Limited made a cash contribution of 80% of the total share capital of the company.

December 31, 2001, Guangzhou Pharmaceuticals Division of enterprises under the Guangzhou Pharmaceutical Company and Guangzhou Traditional Chinese Medicine Factory restructuring success. Guangzhou Pharmaceutical Company was restructured into "Guangzhou Pharmaceutical Company Limited". The Company holds about 90% of the shares, and the two legal entities, Jingxiutang and Pangaoshou, as well as the senior management, middle management and technical backbone of the Pharmaceutical Company, hold about 10% of the shares in total. Guangzhou No. 1 Traditional Chinese Medicine Factory was restructured into Guangzhou Zhongyi Pharmaceutical Company Limited, in which the Company held approximately 90% of the shares, and Guangzhou Pharmaceutical Company Limited and Guangzhou Zhongyi Pharmaceutical Company Limited's senior management, middle management and technical backbones together held approximately 10% of the shares. The successful restructuring of the above two enterprises marked a breakthrough in the establishment of a modern enterprise by Guangzhou Pharmaceuticals.

On February 6, 2004, Guangzhou Pharmaceutical Company Limited signed a Property Rights Transaction Contract with Guangzhou Pharmaceutical Group Company Limited. According to the contract, the Company invested RMB3,888,713.99 to acquire 51% equity interest in Guangzhou Pharmaceutical Group Yingbang Marketing Co., Ltd. held by Guangzhou Pharmaceutical Group, which accounted for 51% of Yingbang's net asset value of RMB7,624,929.40 as of October 31, 2003, the base date of asset evaluation. Upon completion of the acquisition, the Company will hold 51% equity interest in Yingbang while GPHL will hold 49% equity interest in Yingbang. on May 25, 2004, Hanfang held a board of directors' meeting and made a resolution in relation to the capital increase of such company. After the completion of the capital increase, the registered capital of Hanfang would be increased from RMB83,284,300 to RMB127,764,300, and Guangzhou Pharmaceuticals would hold 70.04% of the shares; on the same day, Hanfang convened the 1st Extraordinary Shareholders' General Meeting of 2004, and the original shareholders of Hanfang agreed that Guangzhou Pharmaceuticals would increase its capital by RMB44,480,000 in cash to Hanfang on the basis of the original share capital structure of the company. The original shareholders of Hanfang agreed to increase the capital of the company by RMB44.48 million in cash by Guangzhou Pharmaceutical on top of the original share capital structure of the company. Guangzhou Hanfang Modern Chinese Medicine Research and Development Co., Ltd. is a subsidiary of Guangzhou Pharmaceutical Co.

On November 8, 2004, Guangzhou Pharmaceuticals entered into the Supplementary Agreement to the Trademark License Agreement (the "Supplementary Agreement") with Guangzhou Pharmaceutical Group. Pursuant to the Supplemental Agreement, Guangzhou Pharmaceuticals agreed to terminate the exclusive right to use 5 trademarks currently used in Wanglaoji pharmaceutical products and GPHL agreed to license the exclusive right to use another 36 trademarks of the Group. As a result of the completion of the capital increase by Tongxing Pharmaceuticals to Wanglaoji Pharmaceuticals, Wanglaoji Pharmaceuticals will no longer be a subsidiary of the Company but an associate of the Company. Therefore, Wanglaoji Pharmaceutical may not use the licensed trademarks under the trademark license agreement. Pursuant to the Supplemental Agreement, upon completion of the Capital Increase and the change of Wanglaoji Pharmaceutical to a foreign-invested joint stock limited company, the Company will be entitled to 47% of the annual license fee received by GPHL from Wanglaoji Pharmaceutical.

On February 23, 2006 Xingqun Pharmaceutical, Zhongyi Pharmaceutical, Wanglaoji Pharmaceutical, Pangaoshou Pharmaceutical, Qixing Pharmaceutical, ChenLiJi Pharmaceutical and Jingxiutang Pharmaceutical, all of which are subsidiaries of Guangzhou Pharmaceuticals Company Limited, and Guangzhou Baiyunshan Pharmaceutical Company Limited and its six subsidiaries, entered into an Agreement on the Establishment of Guangzhou Pharmaceuticals Soccer Club Limited. Pursuant to the Agreement, all the shareholders contributed RMB20 million in cash,*** with the establishment of Guangzhou Pharmaceuticals Football Club Co.

In January 2007, a subsidiary of the Company transferred its equity interest in Guangzhou Pharmaceutical Company Limited and the capital increase of Pharmaceutical Company.