Bloks Group Limited — AGM Information 2002

Aug 1, 2002

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, company secretary, professional accountant or other professional adviser.

If you have sold all your shares in HONG KONG PHARMACEUTICAL HOLDINGS LIMITED, you should at once hand this document and the accompanying proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

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

(Incorporated in Bermuda with limited liability)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENT TO BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Hong Kong Pharmaceutical Holdings Limited to be held at Salon II, 1st Floor, The Harbour Plaza, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Wednesday, 25 September, 2002 at 10:00 a.m. is set out on pages 13 to 19 of this document. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company at Room 2603, 26th Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or at any adjourned meeting should you desire.

• For identification purpose only

30 July, 2002

DEFINITIONS

In this document, the following expressions have the following meanings unless the context requires otherwise:

• “Annual General Meeting”

the annual general meeting of the Company to be held at Salon II, 1st Floor, The Harbour Plaza, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Wednesday, 25 September, 2002 at 10:00 a.m. (and any adjournment thereof) and notice of which is set out on pages 13 to 19 of this document

• “Board”

the board of Directors

• “Companies Act”

the Companies Act 1981 of Bermuda

• “Company”

• Hong Kong Pharmaceutical Holdings Limited, a company incorporated with limited liability as an exempted company in Bermuda

• “Directors”

the directors of the Company

• “Group”

the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issue Mandate”

• the proposed general mandate to be granted to the Directors to exercise the powers of the Company to allot, issue and deal in, during the period as set out in the Issue Resolution, Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the Issue Resolution

• “Issue Resolution”

the proposed ordinary resolution set out in the notice of the Annual General Meeting as resolution no.(1) in item 5 thereof

• “Latest Practicable Date”

• 5 July, 2002, being the latest practicable date prior to the printing of this document for ascertaining certain information referred to in this document

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

• “Repurchase Mandate” the proposed general mandate to be granted to the Directors to exercise the powers of the Company to repurchase, during the period as set out in the Repurchase Resolution, Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the Repurchase Resolution

• “Repurchase Proposal” the proposal for granting the Repurchase Mandate “Repurchase Resolution” the proposed ordinary resolution set out in the notice of the Annual General Meeting as resolution no. (2) in item 5 thereof

• “Share Buy Back Rules” the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

• “Shareholder(s)” holder(s) of Share(s)

• “Share(s)” share(s) of HK$0.10 each in the share capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Codes on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

Directors:

Mr Sun Hiu Lu (Chairman) Ms Huang Shuyun (Deputy Chairman and Managing Director)

Mr Chu Kwan Mr Zhao Dake Mr Ng Wing Hang Mr Pang Chak Tong, Laurence

• Independent non-executive director

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: Room 2603 26th Floor China Merchants Tower Shun Tak Centre 200 Connaught Road Central Hong Kong

30 July 2002

• To the shareholders and, for information only, holders of share options granted under the Company’s employee share option scheme

Dear Sir/Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENT TO BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to seek your approval of the resolutions, inter alia, relating to the Issue Mandate, the Repurchase Mandate and the amendments to the Bye-laws of the Company to be proposed at the Annual General Meeting to be held on Wednesday, 25 September, 2002, notice of which is set out on pages 13 to 19 of this document.

• For identification purpose only

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Directors a general mandate to allot, issue and deal with Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Issue Resolution. In addition, an ordinary resolution will also be proposed to authorise an extension of the Issue Mandate by adding thereto the aggregate nominal amount of any Shares repurchased under the Repurchase Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant a general mandate to the Directors to exercise the powers of the Company to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

An explanatory statement as required under the Share Buy Back Rules to provide all the information reasonably necessary to enable Shareholders to make an informed decision whether to vote for or against the resolution concerning the Repurchase Mandate is set out in the Appendix I hereto.

AMENDMENTS TO THE BYE-LAWS OF THE COMPANY

The Company’s existing Bye-laws will be amended to permit the Company to offer shareholders the chance to elect to receive a summary financial report which is derived from and summaries the directors’ report, annual report and the auditors’ report (“Annual Report and Accounts”) in accordance with the Companies Ordinance in place of the Annual Report and Accounts (subject to the relevant laws in Bermuda so permitting in future) and to publish corporate communications by electronic means. A special resolution to amend the existing Bye-laws will be put forward to the Shareholders for approval at the Annual General Meeting. The proposed amendments to the Bye-laws of the Company are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

On pages 13 to 19 of this document, you will find a notice convening the Annual General Meeting at which resolutions will be proposed to approve, inter alia, the Issue Mandate, the Repurchase Mandate and the amendments to the Bye-laws of the Company.

ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed herewith. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the principal place of business of the Company at Room 2603, 26th Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of a proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposal for the Issue Mandate, the Repurchase Mandate and the amendments to the Bye-laws of the Company are all in the best interests of the Company and its Shareholders in general. Accordingly, the Directors recommend that you should vote in favour of all the resolutions to be proposed at the Annual General Meeting.

By Order of the Board Hong Kong Pharmaceutical Holdings Limited Huang Shuyun

Deputy Chairman and Managing Director

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Share Buy Back Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the share capital of the Company in issue as at the date of passing the Repurchase Resolution. For the purpose of this appendix, the term “shares” means shares of all shares and securities which carry rights to subscribe or purchase shares.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 1,383,796,698 Shares in issue.

Subject to the passing of the Repurchase Resolution and assuming that no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 138,379,669 Shares.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its Shareholders. Such repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws and the applicable laws of Bermuda. The Companies Act specifically allows a company to repurchase its own shares either out of the capital paid up thereon or from the proceeds of a fresh issue of shares made for the purpose or funds of the Company otherwise available for dividend or distribution. Any premium payable on a repurchase may be funded out of the Company’s share premium account or funds of the Company otherwise available for dividend or distribution.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 March, 2002 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
July, 2001	1.36	1.05
August, 2001	1.46	1.31
September, 2001	1.44	0.94
October, 2001	1.12	0.92
November, 2001	1.12	0.90
December, 2001	0.99	0.88
January, 2002	0.91	0.86
February, 2002	0.90	0.88
March, 2002	0.89	0.79
April, 2002	0.96	0.65
May, 2002	1.37	0.80
June, 2002	1.30	1.02

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

6. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, so far as is known to the Directors, the following companies (the “Substantial Shareholders”) hold the following Shares:

Name	Number of Shares held	Percentage
Hong Tau Investment Ltd.(Note)	943,400,000	68.17
Tin Ming Management Limited	790,000,000	57.09

• Note: Hong Tau Investment Ltd. (“Hong Tau”) through its wholly owned subsidiaries, Victory Hunter Holdings Limited (“Victory Hunter”) (which holds 23,400,000 Shares), Wai Fat International Limited (“Wai Fat”) (which holds 130,000,000 Shares) and Tin Ming Management Limited (“Tin Ming”) holds an aggregate of 943,400,000 Shares.

Hong Tau is owned as to 51% by Welcome Success Worldwide Ltd. (“Welcome Success”) (which is owned equally as to 50% by each of two Directors, Mr Sun Hiu Lu and Mr Chu Kwan), and as to 49% by H.H.K. Finance Company Limited (“HHK”). Heilongjiang Economic Development Corp. (“Heilongjiang”) owns 80% interest in HHK.

Accordingly, each of Hong Tau, Welcome Success, Mr Sun Hiu Lu, Mr Chu Kwan, HHK and Heilongjiang is deemed to be interested in an aggregate of 943,400,000 Shares held by Victory Hunter, Wai Fat and Tin Ming.

On the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, and in the event that the Repurchase Mandate is exercised in full, the shareholdings of Hong Tau and Tin Ming would be increased to approximately 75.75% and 63.43% respectively. Such an increase would, however, mean that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25%. The Directors have no present intention to exercise the power to repurchase Shares to the extent that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25%. The Directors consider that such repurchase would not give rise to an obligation on the Substantial Shareholders to make a mandatory offer under the Takeovers Code.

7. SHARES REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any Shares on the Stock Exchange during the six months preceding the Latest Practicable Date.

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PROPOSED AMENDMENTS TO BYE-LAWS

APPENDIX II

The following sets out the proposed amendments to the Bye-laws of the Company:

• (A) By adding the following new definitions and references to Bye-law 1:

““address” shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Bye-laws;”

““electronic” shall mean relating to technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time;”

• (B) By deleting the existing definition of “Statutes” in Bye-law 1 and substituting therefor the following new definition:

““Statutes” shall mean the Act and any other act (as amended from time to time) for the time being in force of the Legislature of Bermuda applying to or affecting the Company, the Memorandum of Association and/or these presents and include the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time;”

• (C) By deleting the existing Bye-law 153 and substituting therefor the following new Byelaw 153(1), (2) and (3):

• “153. (1) Subject to Section 88 of the Act and Bye-law 153(2), a copy of the Directors’ report in printed form or in electronic format, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report in printed form or in electronic format (collectively the “Relevant Financial Documents”) shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and laid before the Company in general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

  • (2) To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force and to obtaining all necessary consents, if any, required thereunder, the requirements in paragraph (1) of this Bye-law shall be deemed satisfied in relation to any person by sending to the person

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PROPOSED AMENDMENTS TO BYE-LAWS

APPENDIX II

in any manner not prohibited by the Statutes and instead of a copy of the Relevant Financial Documents, a summary financial report derived from the Relevant Financial Documents which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the Relevant Financial Documents may, if he so requires and in accordance with all applicable Statutes, rules and regulations (including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force), by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial report, a complete printed copy of the Relevant Financial Documents.

  - (3) The requirement to send to a person referred to in paragraph (1) of this Byelaw the Relevant Financial Documents or a summary financial report in accordance with paragraph (2) of this Bye-law shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force, the Company publishes copies of the Relevant Financial Documents and, if applicable, a summary financial report complying with paragraph (2) of this Bye-law, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of the Relevant Financial Documents.”

• (D) By deleting the existing Bye-law 160 and substituting therefor the following new Byelaw 160:

• “160. Any Notice from the Company to a Member shall be given in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and (where appropriate) any other document may be served or delivered by the Company on or to any Member either (1) personally or (2) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or by delivering or leaving it at any other address supplied by him to the Company for the purpose or, (3) as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or (4) may also be served by advertisement in appointed newspapers (as defined in the Act) or in accordance with the requirements of the Designated Stock Exchange or (5) subject to due compliance with all applicable statutes, rules and regulations, by publishing it on the Company’s computer network, giving access to such

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APPENDIX II

PROPOSED AMENDMENTS TO BYE-LAWS

network to the Member and giving to the Member a notice stating that the notice or other document is available there. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.”

• (E) By deleting the existing Bye-law 161 and substituting therefor the following new Byelaw 161:

• “161. Any notice or other document given or issued by the Company:

  • (a) if served by post, shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly prepaid, addressed and posted and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

  • (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice or document placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

  • (c) if served or delivered in any other manner contemplated by these Bye-laws other than by advertisement in newspapers in accordance with this Bye-law, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other person appointed by the Board as to the fact and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;

  • (d) if served by advertisement in newspapers in accordance with this Bye-law, shall be deemed to have been served on the day on which the notice is first published; and

  • (e) may be given to a Member either in the English language or the Chinese language only or in both the English language and Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

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PROPOSED AMENDMENTS TO BYE-LAWS

APPENDIX II

• (F) By inserting in the first sentence of Bye-law 162(1) after the words “registered address of any Member” the following words:

• “or served by any means permitted by and”

the amended Bye-law 162(1) will be as follow:

“162. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member or served by any means permitted by and in pursuance of these Bye-laws shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.”

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NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Hong Kong Pharmaceutical Holdings Limited (the “Company”) will be held at Salon II, 1st Floor, The Harbour Plaza, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Wednesday, 25 September, 2002 at 10:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the reports of the Directors and auditors for the year ended 31 March, 2002.

2. To re-elect the retiring Directors and to authorise the board of Directors to fix the Directors’ remuneration for the ensuing year.

3. To determine the maximum number of Directors and to authorise the board of Directors to appoint additional Directors up to the maximum number.

4. To appoint auditors of the Company for the ensuing year and to authorise the board of Directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions and special resolution respectively:

ORDINARY RESOLUTIONS

(1) “ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, dispose of and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities; (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to directors and/or employees of the Company and/or any of its subsidiaries of shares or rights of the Company; and (iv) an issue of shares as scrip dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest 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 the Bye-laws of the Company or the laws of Bermuda or any other applicable law to be held; or

• (iii) the date on which the authority set out in this Resolution is revoked or varied by 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 to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (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 applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

• (2) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or on any other stock exchange on which the Shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% 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 the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest 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 the Bye-laws of the Company or the laws of Bermuda or any other applicable law to be held; or

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

• (3) “ THAT subject to the passing of Resolutions Nos. (1) and (2) set out in item 5 of the notice convening this meeting, the general mandate granted to the directors of the Company to allot, issue, dispose of and deal with additional shares pursuant to Resolution No. (1) set out in item 5 of the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. (2) set out in item 5 of the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing Resolution No. (2) set out in item 5 of the notice convening this meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

• (4) “ THAT the existing Bye-laws of the Company be amended as follows:

• (a) By adding the following new definitions and references to Bye-law 1:

““address” shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Bye-laws;”

““electronic” shall mean relating to technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time;”

• (b) By deleting the existing definition of “Statutes” in Bye-law 1 and substituting therefor the following new definition:

““Statutes” shall mean the Act and any other act (as amended from time to time) for the time being in force of the Legislature of Bermuda applying to or affecting the Company, the Memorandum of Association and/or these presents and include the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time;”

• (c) By deleting the existing Bye-law 153 and substituting therefor the following new Bye-law 153(1), (2) and (3):

• “153. (1) Subject to Section 88 of the Act and Bye-law 153(2), a copy of the Directors’ report in printed form or in electronic format, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report in printed form or in electronic format (collectively the “Relevant Financial Documents”) shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and laid before the Company in general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

  • (2) To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation,

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NOTICE OF ANNUAL GENERAL MEETING

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force and to obtaining all necessary consents, if any, required thereunder, the requirements in paragraph (1) of this Bye-law shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes and instead of a copy of the Relevant Financial Documents, a summary financial report derived from the Relevant Financial Documents which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the Relevant Financial Documents may, if he so requires and in accordance with all applicable Statutes, rules and regulations (including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force), by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial report, a complete printed copy of the Relevant Financial Documents.

  - (3) The requirement to send to a person referred to in paragraph (1) of this Bye-law the Relevant Financial Documents or a summary financial report in accordance with paragraph (2) of this Bye-law shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force, the Company publishes copies of the Relevant Financial Documents and, if applicable, a summary financial report complying with paragraph (2) of this Bye-law, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of the Relevant Financial Documents.”

• (d) By deleting the existing Bye-law 160 and substituting therefor the following new Bye-law 160:

• “160. Any Notice from the Company to a Member shall be given in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and (where appropriate) any other document may be served or delivered by the Company on or to any Member either (1) personally or (2) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or by delivering or leaving it at any other address supplied by him to the Company for the purpose or, (3) as the case may be, by transmitting it to any such address or transmitting it to any telex or

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facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or (4) may also be served by advertisement in appointed newspapers (as defined in the Act) or in accordance with the requirements of the Designated Stock Exchange or (5) subject to due compliance with all applicable statutes, rules and regulations, by publishing it on the Company’s computer network, giving access to such network to the Member and giving to the Member a notice stating that the notice or other document is available there. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.”

• (e) By deleting the existing Bye-law 161 and substituting therefor the following new Bye-law 161:

• “161. Any notice or other document given or issued by the Company:

  • (a) if served by post, shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly prepaid, addressed and posted and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

  • (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice or document placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

  • (c) if served or delivered in any other manner contemplated by these Byelaws other than by advertisement in newspapers in accordance with this Bye-law, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other person appointed by the Board as to the fact and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;

  • (d) if served by advertisement in newspapers in accordance with this Byelaw, shall be deemed to have been served on the day on which the notice is first published; and

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  - (e) may be given to a Member either in the English language or the Chinese language only or in both the English language and Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

• (f) By inserting in the first sentence of Bye-law 162(1) after the words “registered address of any Member” the following words:

• “or served by any means permitted by and”

the amended Bye-law 162(1) will be as follow:

• “162. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member or served by any means permitted by and in pursuance of these Bye-laws shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.””

By Order of the Board

Hong Kong Pharmaceutical Holdings Limited Huang Shuyun Deputy Chairman and Managing Director

Hong Kong, 24 July, 2002

Notes:

• 1 Any member of the Company entitled to attend and vote at the annual general meeting (or at any adjournment thereof) is entitled to appoint one or more person(s) as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

• To be valid, proxy form, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the principal place of business of the Company at Room 2603, 26th Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting (or any adjournment thereof).

• Completion and return of the form of proxy will not preclude members from attending and voting at the annual general meeting (or at any adjournment thereof).

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