Bloks Group Limited — Proxy Solicitation & Information Statement 2007

Jun 12, 2007

HONG KONG PHARMACEUTICAL HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(Stock code: 182)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Hong Kong Pharmaceutical Holdings Limited (the “ Company ”) will be held at Units 4306-7, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 29 June 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

• (1) “ THAT :

• (a) the subscription agreement dated 22 May 2007 (the “Subscription Agreement”) entered into by the Company and Gain Alpha Finance Limited (“Gain Alpha”), pursuant to which the Company will allot and issue 800,000,000 ordinary shares in the capital of the Company of HK$0.01 each to Gain Alpha or its nominee at HK$0.50 per share subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the shares to be issued under the Subscription Agreement (details of the Subscription Agreement were set out in the Company’s circular dated 13 June 2007 and a copy of the agreement and the circular having been provided to the meeting marked “A” and “B” respectively and initialed for the purposes of identification by the chairman of the meeting) be and it is hereby approved, confirmed and ratified; and

• (b) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary,

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appropriate, desirable or expedient to give effect to or in connection with the Subscription Agreement or any and all matters contemplated thereunder or ancillary thereto.”

(2) “ THAT :

• (a) the directors of the Company be and are hereby granted an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company and to allot, issue or grant securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company or such convertible securities and to make or grant offers, agreements and options in respect thereof;

• (b) such mandate shall not extend beyond the Relevant Period save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (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 pursuant to paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue;

• (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company;

• (iii) the exercise of the subscription rights under any 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

• (iv) 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 20 percent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution; and

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(d) for the purpose of this Resolution:

• “Relevant Period” means the period from the passing of this Resolution up to:

• (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 any applicable law or the bye-laws of the Company to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting;

whichever is the earliest; and

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

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

Hong Kong, 13 June 2007

Notes:

1. A member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the byelaws of the Company. A proxy need not be a member of the Company.

2. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified true copy of that power or attorney of authority must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

3. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register.

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1. As required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the ordinary resolutions will be conducted by poll.

2. As at the date hereof the Board comprises Mr. Ko Chun Shun, Johnson, Mr. Tsoi Tong Hoo, Tony, Mr. Chan Kam Kwan, Jason, Mr. Wong Fan, Frank and Mr. Yeung Heung Yeung (who are executive Directors), Mr. Kelvin Edward Flynn (who is a non-executive Director), and Mr. Ho Tak Man, Billy, Mr. Yap Fat Suan and Dr. Wong Yau Kar, David (who are independent non-executive Directors).

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

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