CHINA SXT PHARMACEUTICALS, INC. 178 Taidong Road North Taizhou, Jiangsu People's Republic of China NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS To Be Held at 9:30 A.M. EST on

SXT PHARMACEUTICALS, INC.

OF 2021 ANNUAL MEETING OF SHAREHOLDERS

Be Held at 9:30 A.M. EST on March 31, 2021

the Shareholders of China SXT Pharmaceuticals, Inc.:

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 2021 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 31, 2021, at 9:30 a.m. EST, to

consider and vote upon the following proposals:

BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES LISTED ABOVE AND "FOR" EACH OF THE OTHER

of record of the Company's Ordinary Shares at the close of business on February 22, 2021 (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.

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.

complete list of 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

notice and the enclosed proxy statement are first being mailed to Shareholders on or about March 3, 2021.

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

YOU RETURN YOUR 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.

Notice Regarding the Availability of Proxy Materials

the Annual Shareholder Meeting to Be Held at 9:30 A.M. Eastern Standard Time on March 31, 2021

Notice of Annual Meeting, proxy statement and Annual Report on Form 20-F for year ended March 31, 2020 are available at www.proxyvote.com.

SXT Pharmaceuticals, Inc.

ANNUAL MEETING OF SHAREHOLDERS

be held on 9:30 A.M. EST on March 31, 2021

178 Taidong Road North,

Jiangsu, People's Republic of China

AND ANSWERS ABOUT THESE PROXY MATERIALS

am I receiving this proxy statement?

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 9:30 A.M. EST on March 31, 2021, at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China.

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 the year ended March 31, 2021, (iii) approve

and adopt the Company's 2021 equity incentive plan (the "Incentive Plan"); and (vi) transact such other business

as may properly come before the Meeting or any adjournment or postponement thereof.

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

this proxy statement, we refer to China SXT Pharmaceuticals, Inc. as the "Company", "we", "us"

can vote at this Meeting?

who owned shares of our Ordinary Shares on February 22, 2021 (the "Record Date") may attend and vote

at this Meeting. There were 15,514,398 shares of Ordinary Shares outstanding on the Record Date. All shares of Ordinary Shares

shall have one vote per share.

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

does the Board recommend that I vote?

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.

is the difference between holding shares as a shareholder of record and as a beneficial owner?

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

of Record/Registered Shareholders

on the Record 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.

on the Record 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.

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 proxy. Each share of Ordinary Shares that you own in your name entitles you to one vote, in each case, on the

applicable proposals.

may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and

returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to this Meeting and if

you mark your voting instructions on the proxy card, your shares will be voted:

encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company.

you return a signed card, but do not provide voting instructions, your shares will be voted:

may vote in person at the Meeting. We will pass out written ballots to any Shareholder of record who wants to vote

I plan on attending the Meeting, should I return my proxy card?

Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy

statement, please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided

herewith as soon as possible so your shares may be represented at the Meeting.

I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:

does it mean if I receive more than one proxy card?

may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure

that all of your shares are voted.

happens if I do not indicate how to vote my proxy?

and dated proxies received by the Company without an indication of how the Shareholder desires to vote on a proposal will be voted

in favor of each director and proposal presented to the Shareholders.

my shares be voted if I do not sign and return my proxy card?

you do not sign and return your proxy card, your shares will not be voted unless you vote in person at this Meeting.

many votes are required to elect the Director Nominees as directors of the Company?