CHINA SXT PHARMACEUTICALS, INC. 178 Taidong Road North Taizhou, Jiangsu People's Republic of China NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS To Be Held at 9:30 a.m. on

CHINA SXT PHARMACEUTICALS, INC.

178 Taidong Road North

People's Republic of China

ANNUAL MEETING OF SHAREHOLDERS

at 9:30 a.m. on March 10, 2020 Eastern Standard Time

To the Shareholders of China SXT Pharmaceuticals,

This proxy statement

is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board" )

of China SXT Pharmaceuticals, Inc. (the "Company" ) for use at the 2020 annual meeting of

Shareholders of the Company (the "Meeting" ) and at all adjournments and postponements thereof.

The Meeting will be held at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China, on March 10, 2020, at 9:30

a.m. EST, to consider and vote upon the following proposals:

THE BOARD UNANIMOUSLY

RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES LISTED ABOVE AND "FOR" EACH OF THE OTHER PROPOSALS EXCEPT

"THREE YEARS" FOR PROPOSAL NO. 5.

of the Company's Ordinary Shares at the close of business on January 15, 2020 (the "Record Date")

will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each share of Ordinary

Shares entitles the holder thereof to one vote.

Your vote is important,

regardless of the number of shares you own. Even if you plan to attend this Meeting in person, it is strongly recommended that

you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at this Meeting if

you are unable to attend.

Shareholders of record entitled to vote at this Meeting will be available for ten days before this Meeting at the principal executive

office of the Company for inspection by Shareholders during ordinary business hours for any purpose germane to this Meeting.

This notice and the enclosed

proxy statement are first being mailed to Shareholders on or about February 7, 2020.

You are urged to review

carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED "FOR" ALL OF THE NOMINEES LISTED

ABOVE AND "FOR" EACH OF THE OTHER PROPOSALS.

Important Notice Regarding the Availability

Annual Shareholder Meeting to Be Held at 9:30 a.m. on March 10, 2020 Eastern Standard Time

Annual Meeting, proxy statement and Annual Report on Form 20-F for year ended March 31, 2019 are available at www.proxyvote.com.

China SXT Pharmaceuticals, Inc.

2020 ANNUAL MEETING OF SHAREHOLDERS

to be held on March 10, 2020, at 9:30

a.m., Eastern Standard Time

178 Taidong Road North,

Taizhou, Jiangsu, People's Republic

QUESTIONS AND ANSWERS ABOUT THESE PROXY

Why am I receiving this proxy statement?

This proxy statement

describes the proposals on which our Board would like you, as a Shareholder, to vote at the Meeting, which will take place on March

10, 2020, at 9:30 a.m., EST, at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China.

Shareholders are being asked to consider and vote upon proposals

to (i) elect the Director Nominees to the Board to serve one-year terms, (ii) ratify the selection of ZH CPA as our independent

registered public accounting firm for 2019, (iii) approve, by a non-binding vote, the Company's executive compensation; (iv)

approve, by a non-binding, vote the frequency of future Stockholder advisory votes relating to the Company's executive compensation;

(v) approve and adopt amendments to the Company's Memorandum and Articles of Association (the "Charter Amendment")

to grant the Board powers to amend the Company's authorized share capital, to grant the Board authority to divide or combine

shares and to change the quorum for members meeting to one third of the voting rights of the shares of each class (the "Quorum

Change"); and (vi) transact such other business as may properly come before the Meeting or any adjournment or postponement

This proxy statement

also gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your

vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this

In this proxy statement,

we refer to China SXT Pharmaceuticals, Inc. as the "Company", "we", "us" or "our."

Who can vote at this Meeting?

Shareholders who owned

shares of our Ordinary Shares on January 15, 2020 (the "Record Date") may attend and vote at this Meeting.

There were 27,728,081 shares of Ordinary Shares outstanding on the Record Date. All shares of Ordinary Shares shall have one vote

per share. Information about the stockholdings of our directors, executive officers and significant Shareholders is contained

in the section of this proxy statement entitled "Security Ownership of Certain Beneficial Owners and Management" beginning

on page 14 of this proxy statement.

What is the proxy card?

The card enables you

to appoint Feng Zhou as your representative at this Meeting. By completing and returning the proxy card, you are authorizing these

persons to vote your shares at this Meeting in accordance with your instructions on the proxy card. This way, your shares will

be voted whether or not you attend this Meeting. Even if you plan to attend this Meeting, it is strongly recommended to complete

and return your proxy card before this Meeting date just in case your plans change. If a proposal comes up for vote at this Meeting

that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

How does the Board recommend that I

Our Board unanimously recommends that stockholders

vote "FOR" each of the Director Nominees listed in proposal No. 1 and "FOR" each of proposals No. 2, 3

and 5 and "THREE YEARS" for proposal No. 4

What is the difference between holding

shares as a shareholder of record and as a beneficial owner?

Certain of our Shareholders

hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their

own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record/Registered Shareholders

Date, your shares were registered directly in your name with our transfer agent, TranShare Securities Transfer and Registrar,

you are a "Shareholder of record" who may vote at the Meeting, and we are sending these proxy materials directly to

you. As the Shareholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card

to us or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed

proxy card to ensure that your vote is counted.

Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial

owner of shares held "in street name," and these proxy materials are being forwarded to you by your broker or nominee

who is considered the Shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right

to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the Shareholder of record,

you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other

nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder.

If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however,

you will not be able to vote in person at the Meeting.

If you were a Shareholder

of record of the Company's Ordinary Shares on the Record Date, you may vote in person at the Meeting or by submitting a