Bloks Group Limited — AGM Information 2007

Mar 19, 2007

HONG KONG PHARMACEUTICAL HOLDINGS LIMITED 香港葯業集團有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock code: 182)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hong Kong Pharmaceutical Holdings Limited will be held at Mont Blanc Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on Monday, 16 April 2007 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements and reports of the Directors and auditors for the year ended 31 March 2006.

2. To re-elect the following retiring directors:

3. (a) Ko Chun Shun, Johnson

4. (b) Chan Kam Kwan, Jason

5. (c) Tsoi Tong Hoo, Tony

6. (d) Wong Fan, Frank

7. (e) Yeung Heung Yeung

8. (f) Kelvin Edward Flynn

9. (g) Ho Tak Man, Billy

10. (h) Wong Yau Kar, David

11. (i) Yap Fat Suan

12. To authorize the board of Directors to fix the remuneration of each director.

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1. To appoint Messrs. PricewaterhouseCoopers as the Auditors of the Company to fill the causal vacancy following the resignation of Messrs. Moore Stephens, to hold office until the conclusion of next Annual General Meeting and authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider as special business and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolution or special resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the authorized ordinary share capital of the Company be increased from HK$35,000,000, dividing into 3,500,000,000 Shares of par value HK$0.01 each, to HK$60,000,000, dividing into 6,000,000,000 Shares of par value HK$0.01 each, by the addition of HK$25,000,000, dividing into 2,500,000,000 new Shares of par value HK$0.01 each.”

2. “ THAT :

3. (A) subject to paragraph (C) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

4. (B) the approval in paragraph (A) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

5. (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (A) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed the aggregate of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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• (D) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next Annual General Meeting of the Company;

• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law or by the Company's Bye-laws to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by way of an ordinary resolution of the shareholders in general meeting of the Company.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. “ THAT subject to and conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited (“Listing Committee”) granting approval for the listing of, and permission to deal in, the shares to be issued pursuant to the exercise of options which may be granted under the new share option scheme (“New Share Option Scheme”), a copy of which has been produced to this meeting marked “A” for the purpose of identification signed by the Chairman thereof, the terms of the New Share Option Scheme be and are hereby approved and adopted and that the board of directors of the Company (the “Directors”) be and is hereby authorized to grant options thereunder, to subscribe for the shares in the Company (“Shares”) and to allot, issue, distribute and deal with the Shares pursuant to the exercise of options granted under the New Share Option Scheme and to execute such documents and take all such steps and do all such acts and enter into all such transactions and arrangements as may be necessary or desirable to implement the New Share Options Scheme in accordance with the terms specified therein and subject to the terms of the New Share Option Scheme.”

SPECIAL RESOLUTION

1. “ THAT the existing bye-law 102(B) of the Company be replaced in entirety by the following paragraph:

2. (B) The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on or as an addition to the Board but the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting. Any Director so appointed pursuant to

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this Bye-Law 102(B) shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.”

By order of the Board Chan Kam Kwan, Jason Company Secretary

Hong Kong, 19 March 2007

As at the date of this notice, the Board comprises the following directors:

Executive Directors:

Mr. Ko Chun Shun, Johnson (Chairman) Mr. Chan Kam Kwan, Jason Mr. Tsoi Tong Hoo, Tony Mr. Wong Fan, Frank Mr. Yeung Heung Yeung

Non-executive Director:

Mr. Kelvin Edward Flynn

Independent non-executive Directors:

Mr. Ho Tak Man, Billy Dr. Wong Yau Kar, David Mr. Yap Fat Suan

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of that member. A proxy need not be a shareholder of the Company.

2. In order to be valid, the form of proxy in the prescribed form together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or authority, must be deposited with the branch share registrars and transfer office of the Company in Hong Kong, Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Such prescribed form of proxy for use at the annual general meeting is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

3. for identification purposes only

Please also refer to the published version of this announcement in the China Daily.

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