CHINA SXT PHARMACEUTICALS, INC. (incorporated in the British Virgin Islands with limited liability) (NASDAQ: SXTC) NOTICE OF 2025 SPECIAL MEETING OF SHAREHOLDERS To be held on

CHINA SXT PHARMACEUTICALS, INC.

(incorporated in the British Virgin Islands with limited liability)

NOTICE OF 2025 SPECIAL MEETING OF SHAREHOLDERS

To be held on July 28, 2025, at 9 a.m., EST

To the Shareholders of China SXT Pharmaceuticals, Inc.:

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 special 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 July 28, 2025, at 9 a.m. EST, to consider and vote upon the following proposal(s):

1. to consider and approve that the amendments of the Company's memorandum and articles of association to change the Company's authorized shares to comprise of a dual class of shares through (i) creating a new class of shares comprising unlimited Class B Shares (the Creation of New Class ) which entitle the holder to fifty (50) votes per Class B Share on any resolution of shareholders; (ii) re-designating an aggregate of 532 Ordinary Shares held by Feng Zhou Management Limited into 532 Class B Shares (the Re-designation of Class B Shares ); (iii) re-designating the remaining issued 116,027,226 ordinary shares as 116,027,226 Class A Shares with no par value each (the Re-designation of Class A Shares ); (iv) other consequential updates including the rights of Class B Shares, in the form of the Amended and Restated Memorandum and Articles of Association attached as Annex A of the Proxy Statement (the New Amended MAA ), and the adoption of the New Amended MAA as the memorandum and articles of association of the Company, to the exclusion of the existing amended and restated memorandum and articles of association, be authorized and approved with effect upon filing with the Companies Registry of the British Virgin Islands.

The Board of Directors has fixed the close of business on July 9, 2025 as the record date (the Record Date ) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of Ordinary Shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Each Ordinary Share 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.

A 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 to this Meeting.

This notice and the enclosed proxy statement are first being mailed to Shareholders on or about July 15, 2025.

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

CHINA SXT PHARMACEUTICALS, INC.

2025 SPECIAL MEETING OF SHAREHOLDERS

The board of directors (the Board ) of China SXT Pharmaceuticals, Inc. (the Company ) is soliciting proxies for the special meeting of shareholders (the Meeting ) of the Company to be held on July 28, 2025, at 9 a.m. EST time, at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China and any adjournment thereof.

Only holders of the ordinary shares of the Company (the Ordinary Shares ) of record at the close of business on July 9, 2025 (the Record Date ) are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing not less than one-third of all votes attaching to the total issued voting shares in the Company throughout the Meeting shall form a quorum. When counting the quorum, each issued and outstanding Ordinary Share in the Company has one vote.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. A proxy need not be a shareholder of the Company. Each holder of the Company's Ordinary Shares shall be entitled to one vote in respect of each Ordinary Share held by such holder on the Record Date.

PROPOSALS TO BE VOTED ON

At the Meeting, resolutions will be proposed as follows:

1. to consider and approve that the amendments of the Company's memorandum and articles of association to change the Company's authorized share capital to comprise of a dual class of shares through (i) creating a new class of shares comprising unlimited Class B Shares (the Creation of New Class ) which entitle the holder to fifty (50) votes per Class B Share on any resolution of shareholders; (ii) re-designating an aggregate of 532 Ordinary Shares held by Feng Zhou Management Limited into 532 Class B Shares (the Re-designation of Class B Shares ); (iii) re-designating the remaining issued 116,027,226 Ordinary Shares as 116,027,226 Class A Ordinary Shares with no par value each (the Re-designation of Class A Shares ); (iv) other consequential updates including the rights of Class B Shares, in the form of the Amended and Restated Memorandum and Articles of Association attached as Annex A of the Proxy Statement (the New Amended MAA ), and the adoption of the New Amended MAA as the memorandum and articles of association of the Company, to the exclusion of the existing amended and restated memorandum and articles of association, be authorized and approved with effect upon filing with the Companies Registry of the British Virgin Islands.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL NO. 1.

VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES

Shareholders entitled to vote at the Meeting may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date, and return the attached proxy card (or appoint your proxy via the Internet) in accordance with the instructions set out therein.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

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

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Transhare Corporation, 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 appointing your proxy via the Internet or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please read, complete, sign, date, and return the attached proxy card (or appoint your proxy via the Internet) in accordance with the instructions set out therein to ensure that your vote is counted.

If, 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.

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 proxy. Each Ordinary Share that you own in your name entitles you to one vote, in each case, on the applicable proposals.

(1) You 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:

- as you instruct, and

- according to the best judgment of the proxies if a proposal comes up for a vote at this Meeting that is not on the proxy card.

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

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

- FOR the amendments of the Company's memorandum and articles of association to change the Company's authorized share capital to comprise of a dual class of shares through (i) creating a new class of shares comprising unlimited Class B Shares (the Creation of New Class ) which entitle the holder to fifty (50) votes per Class B Share on any resolution of shareholders; (ii) re-designating an aggregate of 532 Ordinary Shares held by Feng Zhou Management Limited into 532 Class B Ordinary Shares (the Re-designation of Class B Shares ); (iii) re-designating the remaining issued 116,027,226 Ordinary Shares as 116,027,226 Class A Shares with no par value each (the Re-designation of Class A Shares ); (iv) other consequential updates including the rights of Class B Shares, in the form of the Amended and Restated Memorandum and Articles of Association attached as Annex A of the Proxy Statement (the New Amended MAA ), and the adoption of the New Amended MAA as the memorandum and articles of association of the Company, to the exclusion of the existing amended and restated memorandum and articles of association, be authorized and approved with effect upon filing with the Companies Registry of the British Virgin Islands.

- according to the best judgment of your proxy if a proposal comes up for a vote at the Meeting that is not on the proxy card.

(2) You may vote in person at the Meeting. We will pass out written ballots to any Shareholder of Record who wants to vote at the Meeting.

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

Yes. 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. You may also appoint a proxy via the Internet by following the instructions on your proxy card.

May I change my mind after I return my proxy?

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

- sending a written notice to the Secretary of the Company at the Company's executive offices stating that you would like to revoke your proxy of a particular date;

- signing another proxy card with a later date and returning it to the Secretary before the polls close at this Meeting; or

- attending this Meeting and voting in person.

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

You 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.

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

Signed 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.

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

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

How many votes are required to amend the Company's memorandum and articles of association that will (i) create a new class comprising an unlimited number of Class B Shares, (ii) re-designate 532 Ordinary Shares held by Feng Zhou Management Limited as 532 Class B Shares, (iii) re-designate the remaining 116,027,226 issued Ordinary Shares as 116,027,226 Class A Shares, and (iv) adopt the Amended and Restated Memorandum and Articles of Association (the New Amended MAA ), and related consequential updates including the rights of Class B Shares, in the form of the New Amended MAA and the adoption of the New Amended MAA as the memorandum and articles of association of the Company, to the exclusion of the existing amended and restated memorandum and articles of association with effect upon filing with the Companies Registry of the British Virgin Islands?

The proposal to adopt the New Amended MAA for the Creation of New class, Re-designation of Class A Shares and Re-designation of Class B Shares requires the affirmative vote of a majority of the shares of Ordinary Shares represented in person or by proxy and entitled to vote on the adoption of the New Amended MAA at the Meeting.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying Shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.

Where do I find the voting results of this Meeting?

We will announce voting results at this Meeting and also file a Current Report on Form 6-K with the Securities and Exchange Commission (the SEC ) reporting the voting results.

Who can help answer my questions?

You can contact Feng Zhou at 86-010-5944 1080 or by sending a letter to the offices of the Company at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China with any questions about proposals described in this proxy statement or how to execute your vote.

THE 2025 SPECIAL MEETING

We are furnishing this proxy statement to you, as a shareholder of China SXT Pharmaceuticals, Inc., as part of the solicitation of proxies by our Board for use at the Meeting to be held on July 28, 2025, and any adjournment or postponement thereof. This proxy statement is first being furnished to Shareholders on or about July 15, 2025. This proxy statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Meeting.

Date, Time and Place of the Meeting

The Meeting will be held on 9 A.M. EST on July 28, 2025, at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China, or such other date, time and place to which the Meeting may be adjourned or postponed.

Purpose of the Meeting

At the Meeting, the Company will ask Shareholders to consider and vote upon the following proposal(s):

1. to consider and approve that the amendments of the Company's memorandum and articles of association to change the Company's authorized share capital to comprise of a dual class of shares through (i) creating a new class of shares comprising unlimited Class B Shares (the Creation of New Class ) which entitle the holder to fifty (50) votes per Class B Share on any resolution of shareholders; (ii) re-designating an aggregate of 532 Ordinary Shares held by Feng Zhou Management Limited into 532 Class B Shares (the Re-designation of Class B Shares ); (iii) re-designating the remaining issued 116,027,226 Ordinary Shares as 116,027,226 Class A Shares with no par value each (the Re-designation of Class A Shares ); (iv) other consequential updates including the rights of Class B Shares, in the form of the Amended and Restated Memorandum and Articles of Association attached as Annex A of the Proxy Statement (the New Amended MAA ), and the adoption of the New Amended MAA as the memorandum and articles of association of the Company, to the exclusion of the existing amended and restated memorandum and articles of association, be authorized and approved with effect upon filing with the Companies Registry of the British Virgin Islands.

Record Date and Voting Power

Our Board fixed the close of business on July 9, 2025, as the record date for the determination of the outstanding shares of Ordinary Shares entitled to notice of, and to vote on, the matters presented at this Meeting. As of the Record Date, there were 116,027,758 Ordinary Shares outstanding. Each Ordinary Share entitles the holder thereof to one vote. Accordingly, a total of 116,027,758 votes may be cast at this Meeting.

Quorum and Required Vote

A quorum of Shareholders is necessary to hold a valid meeting. A quorum will be present at the meeting if at least one third of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon. Abstentions and broker non-votes (i.e. shares held by brokers on behalf of their customers, which may not be voted on certain matters because the brokers have not received specific voting instructions from their customers with respect to such matters) will be counted solely for the purpose of determining whether a quorum is present at the Meeting.

Proposal No. 1 requires the affirmative vote of a majority of the Ordinary Shares represented in person or by proxy and entitled to vote on the adoption of the New Amended MAA at the Meeting. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal;

Revocability of Proxies

Any proxy may be revoked by the shareholder of record giving it at any time before it is voted. A proxy may be revoked by (A) sending to our Secretary, at China SXT Pharmaceuticals, Inc., 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China, either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (B) by attending this Meeting and voting in person.

If the shares are held by the broker or bank as a nominee or agent, the beneficial owners should follow the instructions provided by their broker or bank.

Proxy Solicitation Costs

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to this Meeting, will be borne by the Company. If any additional solicitation of the holders of our outstanding shares of Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers, directors and other employees of the Company, but no additional compensation will be paid to such individuals.

No Right of Appraisal

None of British Virgin Islands law, our Memorandum and Articles of Association or our Bylaws provides for appraisal or other similar rights for dissenting Shareholders in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our Shareholders will have no right to dissent and obtain payment for their shares.

Who Can Answer Your Questions about Voting Your Shares

You can contact Feng Zhou at 86-52386298290 or by sending a letter to the offices of the Company at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China, with any questions about proposals described in this proxy statement or how to execute your vote.

The principal executive offices of our Company are located at 178 Taidong Road North Taizhou, Jiangsu, People's Republic of China. The Company's telephone number at such address is 86-523-86298290.

MAA AMENDMENT PROPOSAL

We are proposing to approve certain amendments to be made to the Company's memorandum and articles of association in order to change the Company's authorized share structure to comprise of a dual class of shares through the creation a new class of shares comprising of unlimited Class B Shares (the Creation of New Class ) which entitle the holder to fifty (50) votes per Class B Share on any resolution of shareholders, re-designating 532 Ordinary Shares held by Feng Zhou Management Limited as 532 Class B Shares (the Re-designation of Class B Shares ) and re-designating all the remaining existing issued and unissued Ordinary Shares as Class A Ordinary Shares (the Re-designation of Class A Shares ) and related consequential updates including the rights of Class B Shares. These amendments are set out in the form of the Amended and Restated Memorandum and Articles (the New Amended MAA ) attached as Annex A of the Proxy Statement, which is proposed to be adopted as the memorandum and articles of association of the Company, to the exclusion of the existing amended and restated memorandum and articles of association with immediate effect (the MAA Amendment Proposal ).

If the MAA Amendment Proposal is approved, we will instruct the registered agent of the Company to file the New Amended MAA with the Companies Registry in the British Virgin Islands and to do and complete all other matters ancillary to such filing as may be necessary or desirable in order to give effect to the amendments of the memorandum and articles of association in the British Virgin Islands.

The main purpose of the MAA Amendment Proposal is to allow the Company to create a new class of Class B Shares and to provide a larger extent of flexibility to the Company for issuance of securities and obtain finances for the Company's operation in the future.

Vote Required and Board Recommendation

If a quorum is present, a resolution passed by a majority of the votes of Ordinary Shares held by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting will be required to approve the Creation of New Class which entitle the holder to fifty (50) votes per Class B Share on any resolution of shareholders, the Re-designation of Class B Shares, the Re-designation of Class A Shares and the adoption of the New Amended MAA.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 1, THE MAA AMENDMENT PROPOSAL

The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE

BVI BUSINESS COMPANIES ACT (AS REVISED)

Incorporated on the 4th day of July, 2017

Amended and restated on the 17th day of May, 2022

Amended and restated on the 29th day of September, 2023

Amended and restated on this [Date] day of July, 2025

INCORPORATED IN THE BRITISH VIRGIN ISLANDS

China SXT Pharmaceuticals, Inc.

The name of the Company is China SXT Pharmaceuticals, Inc. (the Company ).