CK Life Sciences Int'l., (Holdings) Inc. — Proxy Solicitation & Information Statement 2012

Aug 12, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CK Life Sciences Int’l., (Holdings) Inc., you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Hong Kong Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular is for information purposes only and does not constitute, and is not intended to be, an invitation or offer to acquire, purchase or subscribe for, or offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Neither this circular nor any content contained herein shall form the basis of any contract or commitment whatsoever. Such offer or invitation will be made only by means of a prospectus and only in jurisdictions in which such offer or invitation may legally and validly be made.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 0775)

(1) ADOPTION OF POLYNOMA EQUITY INCENTIVE PLAN BY POLYNOMA, INC.

(2) SANCTION OF DISTRIBUTION IN SPECIE

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

13th August, 2012

CONTENTS

			Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
**LETTER FROM **	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
APPENDIX I	–	SUMMARY OF THE PRINCIPAL TERMS OF
		THE POLYNOMA EQUITY INCENTIVE PLAN. . . . . . . . .	13
APPENDIX II	–	DETAILS OF THE PROPOSED GRANT. . . . . . . . . . . . . . . . .	20
APPENDIX III	–	NOTICE OF EXTRAORDINARY GENERAL MEETING. . . .	22

– i –

DEFINITIONS

In this circular, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:

• “Affiliate” any entity other than a Subsidiary, if Polynoma and/or one or more Subsidiaries own not less than 50% of such entity

• “Announcement” the announcement made by the Company on 10th August, 2012 in relation to the Spin-off Proposal

• “Approval of Shareholders” the approval from the Shareholders at a general meeting of the Company

• “Articles of Association” the Company’s articles of association “associate(s)” has the same meaning ascribed thereto under the Hong Kong Listing Rules

• “Board” the board of directors of the Company “Committee” the committee of the Polynoma Board established to administer the Polynoma Equity Incentive Plan

• “Common Stock” the common stock of Polynoma “Company” CK Life Sciences Int’l., (Holdings) Inc., a company incorporated in the Cayman Islands with limited liability and the ordinary shares of which are listed on the Main Board of the Hong Kong Stock Exchange

• “connected person(s)” has the same meaning ascribed thereto under the Hong Kong Listing Rules

• “Directors” the directors of the Company “Distribution in specie” the satisfaction of a special dividend by the Company to Shareholders wholly or partially by way of distribution of such amount of the Company’s interest in Polynoma as the Board may determine

• “Effective Date” the date immediately preceding the date that the United States Securities and Exchange Commission having declared Polynoma’s Registration Statement on Form S-1 in connection with the Proposed Listing to be effective

– 1 –

DEFINITIONS

• “EGM” the extraordinary general meeting of the Company which is scheduled to be held at the Grand Ballroom, 1st Floor, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Wednesday, 29th August, 2012 at 11:30 a.m. to consider, and if thought fit, to approve, among others, the adoption of the Polynoma Equity Incentive Plan by Polynoma

• “Exercise Price” in the case of a Polynoma Option, means the amount for which one share of Common Stock may be purchased upon exercise of such Polynoma Option, as specified in the applicable Polynoma Option Agreement

• “Grant Date” the date of the grant of Polynoma Options under the Polynoma Equity Incentive Plan to the relevant grantees

• “Grantee(s)” the Participants who receive Polynoma Options under the Polynoma Equity Incentive Plan

• “HK$” the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of China

• “Hong Kong Listing Rules” Rules Governing the Listing of Securities on The Hong Kong Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange” The Hong Kong Stock Exchange of Hong Kong Limited

• “NASDAQ”

• the Nasdaq Stock Market in the United States

• “Offer Price” the offering price of the Common Stock in the Proposed Listing

• “Other Option Scheme” other than the Polynoma Equity Incentive Plan, any equity compensation plan involving the grant by Polynoma of Polynoma Options or other awards (i) in accordance with Chapter 17 of the Hong Kong Listing Rules or (ii) which is determined by the Hong Kong Stock Exchange to be analogous to a share option plan as described in Chapter 17 of the Hong Kong Listing Rules

• “Other Scheme Option”

• an award representing the right to purchase or acquire Common Stock granted under an Other Option Scheme

– 2 –

DEFINITIONS

“Parent” any corporation (other than Polynoma) in an unbroken chain of corporations ending with Polynoma, if each of the corporations other than Polynoma owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Polynoma Equity Incentive Plan shall be considered a Parent commencing as of such date

• “Participant(s)” eligible participant(s) to the Polynoma Equity Incentive Plan

• “Polynoma” Polynoma, Inc., a company incorporated under the laws of Delaware to be an indirect non wholly-owned subsidiary of the Company, and which intends to apply to be listed on the NASDAQ

• “Polynoma Board” the board of directors of Polynoma

• “Polynoma Equity Incentive Plan” the Polynoma, Inc. 2012 Equity Incentive Plan

• “Polynoma Group” Polynoma and its Subsidiaries, Parents and Affiliates

• “Polynoma Option(s)” the option(s) to subscribe for shares of Common Stock granted to the Participants under the Polynoma Equity Incentive Plan

• “Polynoma Option Agreement” the agreement between Polynoma and a Grantee that contains the terms, conditions and restrictions pertaining to his or her Polynoma Option

• “Proposed Grant” the proposed grant of Polynoma Options by Polynoma, the details of which are set out in Appendix II to this circular

• “Proposed IPO” the proposed initial public offering of Polynoma’s Common Stock

• “Proposed Listing” the proposed listing of Polynoma on NASDAQ

• “Relevant Limit” being the Individual Limit as set out in paragraph 6 of Appendix I to this circular

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

• “Shareholders” holders of Shares

– 3 –

DEFINITIONS

“Spin-off Proposal” the proposal of the Company to spin off Polynoma for a separate listing on NASDAQ “Subsidiary” any corporation (other than Polynoma) in an unbroken chain of corporations beginning with Polynoma, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Polynoma Equity Incentive Plan shall be considered a Subsidiary commencing as of such date “%” per cent “Vesting” a Polynoma Option becoming exercisable and “vest”, “vested” and “unvested” will be construed accordingly

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 0775)

Board of Directors

Executive Directors LI Tzar Kuoi, Victor Chairman KAM Hing Lam President and Chief Executive Officer IP Tak Chuen, Edmond Senior Vice President and Chief Investment Officer YU Ying Choi, Alan Abel Vice President and Chief Operating Officer CHU Kee Hung Vice President and Chief Scientific Officer

Registered Office

P.O. Box 309GT Ugland House South Church Street Grand Cayman Cayman Islands

Head Office

Non-executive Directors

Peter Peace TULLOCH Non-executive Director WONG Yue-chim, Richard Independent Non-executive Director KWOK Eva Lee Independent Non-executive Director Colin Stevens RUSSEL Independent Non-executive Director

Company Secretary

Eirene YEUNG

2 Dai Fu Street Tai Po Industrial Estate Tai Po, Hong Kong

Principal Place of Business

7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong

13th August, 2012

Dear Shareholder(s),

(1) PROPOSED ADOPTION OF POLYNOMA EQUITY INCENTIVE PLAN BY POLYNOMA, INC.

(2) SANCTION OF DISTRIBUTION IN SPECIE AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcement.

Pursuant to Practice Note 15 to the Hong Kong Listing Rules, the Company is required to provide the Shareholders with an assured entitlement to shares of the Common Stock. The Company has obtained confirmation from the Hong Kong Stock Exchange that it may proceed with the Spin-off Proposal and if the Spin-off Proposal is to be proceeded with, the Board intends to provide the assured entitlement by way of a Distribution in specie of certain amount of the Company’s interest in the Common Stock as the Board may subsequently determine.

Further, in connection with the Proposed IPO and the Proposed Listing, Polynoma proposes to adopt the Polynoma Equity Incentive Plan.

– 5 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to the ordinary resolutions to be proposed at the EGM for the Shareholders to consider and, if thought fit, approve (i) the adoption of the Polynoma Equity Incentive Plan, (ii) the Proposed Grant (which is beyond the Relevant Limit) and (iii) the Distribution in specie.

2. ADOPTION OF THE POLYNOMA EQUITY INCENTIVE PLAN

As Polynoma will be an indirect non wholly-owned subsidiary of the Company, any share option scheme implemented by Polynoma must comply with the requirements in relation to share option schemes set out in Chapter 17 of the Hong Kong Listing Rules and in particular, the requirement to obtain approval from Shareholders for the adoption of the Polynoma Equity Incentive Plan. The Polynoma Equity Incentive Plan cannot be adopted if Shareholders’ approval at the EGM is not obtained. At the EGM, an ordinary resolution will be proposed for the Shareholders to consider, and if thought fit, to approve the adoption of the Polynoma Equity Incentive Plan. The Polynoma Equity Incentive Plan shall be adopted and will take effect after all of the conditions as set forth in sub-paragraph (b) below have been fulfilled.

(a) Objectives of the Polynoma Equity Incentive Plan

In connection with the Spin-off Proposal, Polynoma recognises the importance of acknowledging and rewarding the contributions made by the Participants to the success and development of the Polynoma Group.

The purpose of the Polynoma Equity Incentive Plan is to promote the long-term success of Polynoma and the creation of shareholder value by (a) encouraging the Participants to focus on critical long-range objectives, (b) encouraging the attraction and retention of the Participants with exceptional qualifications and (c) linking the Participants directly to shareholder interests through increased share ownership.

(b) Conditions precedent of the Polynoma Equity Incentive Plan

The adoption and effectiveness of the Polynoma Equity Incentive Plan shall be subject to and shall be conditional upon the following events taking place:

• (i) after obtaining the approval of the Shareholders for the adoption of the Polynoma Equity Incentive Plan at the EGM;

• (ii) after obtaining the approval of the shareholder(s) of Polynoma for the adoption of the Polynoma Equity Incentive Plan; and

• (iii) upon the date immediately preceding the date that the United States Securities and Exchange Commission declares Polynoma’s Registration Statement on Form S-1 in connection with the Proposed Listing to be effective.

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LETTER FROM THE BOARD

(c) Rules of the Polynoma Equity Incentive Plan

A summary of the rules of the Polynoma Equity Incentive Plan is set out in Appendix I to this circular.

Upon satisfaction of the conditions set forth in sub-paragraph (b) above, the directors of Polynoma will have a right to grant to the Participants the Polynoma Options to subscribe for shares of the Common Stock under the Polynoma Equity Incentive Plan, which when aggregated with options to be granted under the Other Option Scheme (if any), shall not exceed 10% of the shares of the Common Stock in issue as at the date of the Proposed IPO (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis). Polynoma Options lapsed in accordance with the terms of the Polynoma Equity Incentive Plan will not be counted for the purpose of calculating such 10% limit. Polynoma may obtain a fresh approval from the Shareholders to refresh the 10% limit in accordance with the Hong Kong Listing Rules. Polynoma Options and Other Scheme Options previously granted under the Polynoma Equity Incentive Plan, together with the Other Option Scheme (if any) of Polynoma (including outstanding, cancelled, lapsed or exercised Polynoma Options), will not be counted for the purpose of calculating such refreshed 10% limit.

Notwithstanding any other provisions of the Polynoma Equity Incentive Plan, the maximum number of the shares of the Common Stock which may be issued upon exercise of all outstanding Polynoma Options and Other Scheme Options granted and yet to be exercised under the Polynoma Equity Incentive Plan and the Other Option Scheme (if any) of Polynoma, shall not exceed 30% of the total number of shares of the Common Stock in issue as of the date of the Proposed IPO (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis) and from time to time subsequent to the Proposed Listing.

(d) Waivers from strict compliance with the Hong Kong Listing Rules

• (i) Waiver from strict compliance with the 10% limit under Note (1) to Rule 17.03(3) of the Hong Kong Listing Rules

Note (1) to Rule 17.03(3) of the Hong Kong Listing Rules provides that the total number of securities which may be issued upon exercise of all options to be granted under the share option scheme and any other share option schemes must not in aggregate exceed 10% of the relevant class of securities of the listed issuer (or the subsidiary) in issue as at the date of approval of the share option scheme. Since it is contemplated that Polynoma’s reorganisation and the Proposed Listing will not be completed by the date of the EGM and therefore Polynoma will only have a limited share capital in issue as at the date of the EGM, the Hong Kong Stock Exchange has granted a waiver to the Company from the strict compliance with the requirement under Note (1) to Rule 17.03(3) of the Hong Kong Listing Rules such that the 10% limit would be calculated by reference to Polynoma’s total number of shares of Common Stock in issue at the date of the Proposed IPO instead of the date of the EGM.

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LETTER FROM THE BOARD

• (ii) Waiver from strict compliance with Note to Rule 17.03(13) of the Hong Kong Listing Rules

The Note to Rule 17.03(13) of the Hong Kong Listing Rules provides that a confirmation of compliance with the requirements under this rule has to be obtained from the Company’s independent financial adviser or auditors for any adjustment resulting from a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction of capital. The Hong Kong Stock Exchange has granted a waiver to the Company from the strict compliance with the requirement under the Note to Rule 17.03(13) of the Hong Kong Listing Rules provided that confirmation on the adjustments would be given by an independent financial advisor or the auditors of Polynoma.

(e) Value of Polynoma Options

It would be misleading to give the value of the Polynoma Options at this moment, as the parameters to calculate the price of the Polynoma Option under the most acceptable option pricing model are not yet available until the date of the Proposed Grant. In view of the above reasons and the fact that shares of the Common Stock for which Polynoma Options may subscribe upon exercise will be listed overseas on NASDAQ, the Directors consider that any calculation of the value of Polynoma Options will not be meaningful and may be misleading to Shareholders.

(f) Other information

The Polynoma Equity Incentive Plan is administered by the Committee. With respect to the operation of the Polynoma Equity Incentive Plan, the Company will, where applicable, comply with the relevant requirements under Chapter 17 of the Hong Kong Listing Rules.

3. PROPOSED GRANT OF POLYNOMA OPTIONS TO THE GRANTEES UNDER THE POLYNOMA EQUITY INCENTIVE PLAN

Subject to the Polynoma Equity Incentive Plan becoming effective, it is proposed that Polynoma Options to subscribe for up to 8% of the shares of the Common Stock in issue (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis) will be granted to the Grantees under the Proposed Grant. The details of the Proposed Grant, including the information of the Grantees, the number of shares of the Common Stock subject to the Polynoma Options to be granted to the Grantees, the exercise price of the Polynoma Options and the exercise period of the Polynoma Options under the Proposed Grant are set out under Appendix II to this circular. The purpose of the Proposed Grant is to attract and retain directors, officers, consultants and other key employees with exceptional qualification in order to promote the long-term success of Polynoma. We believe that the terms of the Polynoma Options would encourage the Grantees to focus on critical long-range objectives of Polynoma and deliver value to shareholders through the increase in the value of the Common Stock. The Polynoma Options would also serve to link the Grantees directly to shareholder interests in Polynoma through increased share ownership in Polynoma.

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LETTER FROM THE BOARD

4. LISTING RULES IMPLICATIONS IN RELATION TO THE POLYNOMA EQUITY INCENTIVE PLAN

(a) Adoption of the Polynoma Equity Incentive Plan

As Polynoma will be an indirect non wholly-owned subsidiary of the Company, any share option scheme implemented by Polynoma must comply with the requirements in relation to share option schemes as set out in Chapter 17 of the Hong Kong Listing Rules and in particular, the requirement to obtain approval from Shareholders for adoption of the Polynoma Equity Incentive Plan. The Polynoma Equity Incentive Plan cannot be adopted if the Shareholders’ approval at the EGM is not obtained.

(b) Proposed Grant of Polynoma Options to the Grantees under the Polynoma Equity Incentive Plan

It is proposed that Polynoma Options to subscribe for up to 8% of the shares of the Common Stock in issue (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis) will be granted to the Grantees under the Proposed Grant. Details of the Grantees and the Proposed Grant is set out in Appendix II to this circular.

The Company also proposes to seek approval by its Shareholders at the EGM for “refreshing” the 10% limit under the Polynoma Equity Incentive Plan pursuant to Note (1) to Rule 17.03(3) of the Hong Kong Listing Rules.

Further, pursuant to Note to 17.03(4) of the Hong Kong Listing Rules, where any further grant of options to a participant would result in the securities issued and to be issued upon exercise of all options granted and to be granted to such person (including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the relevant class of securities in issue, such further grant must be separately approved by shareholders of the company in general meeting with such participant and his associates abstaining from voting. As it is proposed that the Grantees would individually receive Polynoma Options to subscribe for shares of the Common Stock representing more than 1% of the shares of the Common Stock in issue at the date of the Proposed Listing (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis) under the Proposed Grants, the Company proposes to seek separate approval by its Shareholders at the EGM for granting Polynoma Options to certain Grantees beyond the 1% limit.

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LETTER FROM THE BOARD

5. SANCTION OF THE DISTRIBUTION IN SPECIE

The Board intends to fulfill the assured entitlement requirement in Practice Note 15 to the Hong Kong Listing Rules by declaring a special dividend on the Shares in accordance with the Articles of Association and the Companies Law of Cayman Islands and satisfying such dividend by a Distribution in specie.

Article 145(c) of the Articles of Association empowers the Board to declare and pay special dividends on the Shares from time to time. Article 152 of the Articles of Association provides that the Board, with the sanction of the Company’s members in general meeting, may direct that any dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares of any other company.

As at the date hereof, the Board has not yet determined the size of the special dividend and the details of the proposed Distribution in specie (including the maximum amount of the Company’s interest in the Common Stock to be distributed, the qualification for Shareholders to receive the Distribution in specie and whether a cash alternative will be available to qualifying Shareholders). Nevertheless, it will be expedient for the Company to proceed with the Spin-off Proposal if it has sought Shareholders’ sanction that the Board may satisfy the special dividend by way of a Distribution in specie. The Board therefore seeks such sanction at the EGM.

The Company will make further announcements in due course on its progress with the Spin-off Proposal and the details of the proposed Distribution in specie.

6. EGM

A notice convening the EGM to be held at the Grand Ballroom, 1st Floor, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Wednesday, 29th August, 2012 at 11:30 a.m. is set out in Appendix III to this circular.

Pursuant to the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the forthcoming EGM will therefore put each of the resolutions to be proposed at the EGM to be voted by way of a poll pursuant to Article 80 of the Articles of Association. To the extent that the Company is aware having made all reasonable enquiries, none of the Shareholders is required to abstain from voting in respect of any of the resolutions to be proposed at the EGM.

Proxy form for use at the EGM is enclosed with this circular. The proxy form can also be downloaded from the Company’s website at www.ck-lifesciences.com or the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

Whether or not you are able to attend the EGM in person, please complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s principal place of business at 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof or, in the case of a poll taken subsequently to the date of the EGM or adjourned meeting, not less than 48 hours before the time appointed for taking the poll.

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LETTER FROM THE BOARD

Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

An announcement in relation to the results of the EGM will be made by the Company pursuant to Rule 17.02(1)(a) of the Hong Kong Listing Rules.

7. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Polynoma Equity Incentive Plan is available for inspection at the principal place of business of the Company in Hong Kong at 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong during normal business hours from the date hereof up to and including the date of the EGM.

8. GENERAL INFORMATION

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Upon the adoption of the Polynoma Equity Incentive Plan, the Company will disclose the required information in relation to the Polynoma Equity Incentive Plan in its subsequent annual report and interim report in accordance with the disclosure requirements under Rule 17.07 of the Hong Kong Listing Rules.

Your attention is drawn to the additional information set out in Appendix I (Summary of the principal terms of the Polynoma Equity Incentive Plan) and Appendix II (Details of the Proposed Grant) to this circular.

Shareholders and potential investors should note that the Spin-off Proposal is subject to, among other things, the final decision of the Board and approval from the Hong Kong Stock Exchange, the U.S. Securities and Exchange Commission and the U.S. national securities exchange upon which the shares of Polynoma are to be listed, if any, and there is no assurance that the Spin-off Proposal will take place or as to when it may take place. Accordingly, Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

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LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors, including the Independent Non-executive Directors, consider that (i) the proposed adoption of the Polynoma Equity Incentive Plan, (ii) the Proposed Grant (which is beyond the Relevant Limit) and (iii) the proposed Distribution in specie are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the ordinary resolutions relating to the (i) the proposed adoption of the Polynoma Equity Incentive Plan, (ii) the Proposed Grant and (iii) the proposed Distribution in specie at the EGM.

Yours faithfully, By Order of the Board CK Life Sciences Int’l., (Holdings) Inc. LI TZAR KUOI, VICTOR Chairman

– 12 –

SUMMARY OF THE PRINCIPAL TERMS OF THE POLYNOMA EQUITY INCENTIVE PLAN

APPENDIX I

POLYNOMA EQUITY INCENTIVE PLAN

The terms of the Polynoma Equity Incentive Plan will be available for inspection at the Company’s principal place of business at 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong during normal business hours from the date of this circular to up to the date of the EGM. The following is a summary of the principal terms of the Polynoma Equity Incentive Plan proposed to be approved at the EGM.

1. Purpose of the Polynoma Equity Incentive Plan

The purpose of the Polynoma Equity Incentive Plan is to promote the long-term success of Polynoma and the creation of shareholder value by (a) encouraging the Participants to focus on critical long-range objectives, (b) encouraging the attraction and retention of the Participants with exceptional qualifications and (c) linking the Participants directly to shareholder interests through increased share ownership.

2. Conditions applicable to the granting, acceptance and exercise of Polynoma Options

To the extent any applicable law, rule or regulation or any internal guideline or code of corporate governance of the Company or Polynoma imposes on the compliance with or satisfaction of any practice, requirement, condition or obligation in respect of the granting, acceptance or exercise of any Polynoma Option, the grant or acceptance or exercise of such Polynoma Option will be subject to full compliance with or satisfaction of all such practices, requirements, conditions or obligations irrespective of whether they are set out in the letter of grant or the Polynoma Equity Incentive Plan.

3. Administration

The Polynoma Board shall appoint a Committee which consists exclusively of two or more directors of Polynoma who would administer the Polynoma Equity Incentive Plan.

The Committee shall (a) select the Participants who are to receive Polynoma Options under the Polynoma Equity Incentive Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Polynoma Options, (c) interpret the Polynoma Equity Incentive Plan, (d) make all other decisions relating to the operation of the Polynoma Equity Incentive Plan and (e) carry out any other duties delegated to it by the Polynoma Board. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Polynoma Equity Incentive Plan, including rules and procedures relating to the operation and administration of the Polynoma Equity Incentive Plan in order to accommodate the specific requirements of local laws and procedures. The Committee’s determinations under the Polynoma Equity Incentive Plan shall be final and binding on all persons.

4. Participant(s)

Employees who are classified as “common-law employees” of the Polynoma Group under the laws of the United States, directors of Polynoma and consultants or advisers to the Polynoma Group shall be eligible for the grant of Polynoma Options.

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SUMMARY OF THE PRINCIPAL TERMS OF THE POLYNOMA EQUITY INCENTIVE PLAN

APPENDIX I

5. Maximum number of shares of Common Stock available for subscription

• (i) Overriding Limit: subject to the applicable law and the Hong Kong Listing Rules, the maximum number of Shares of Common Stock subject to outstanding unvested or vested Polynoma Options and outstanding Other Scheme Options must not exceed the higher of (i) 30% of the shares of the Common Stock in issue as at the date of the Proposed IPO (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis); or (ii) 30% of the shares of Common Stock in issue from time to time. No Polynoma Options or Other Scheme Options may be granted if it will result in this Overriding Limit being exceeded.

• (ii) Mandate Limit: Subject to the Overriding Limit and paragraphs 5(iii) and 5(iv) below, the total number of shares of Common Stock issued and to be issued upon exercise of all Polynoma Options and Other Scheme Options must not exceed 10% of the shares of Common Stock in issue as at the date of the Proposed IPO (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis) (subject to adjustment in the event of a capitalisation issue or rights issue of Shares of Common Stock, or consolidation, sub-division or reduction of share capital of Polynoma). Unless approved pursuant to paragraphs 5(iii) and 5(iv) below, no Polynoma Options or Other Scheme Options may be granted if such grant will result in the Mandate Limit being exceeded. Polynoma Options and Other Scheme Options lapsed according to the terms of the Polynoma Equity Incentive Plan or Other Option Scheme(s) will not be counted for the purpose of calculating the Mandate Limit.

• (iii) Refreshing a Mandate Limit: Subject to the Overriding Limit and an Approval of Shareholders and approval of the Polynoma shareholders, the Company may from time to time “refresh” a Mandate Limit provided that the total number of shares of Common Stock which may be issued upon exercise of all Polynoma Options or Other Scheme Options to be granted under the limit as “refreshed” must not exceed 10% of the shares of Common Stock in issue as at the later of (i) the date of the Proposed IPO (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis); or (ii) the date of the resolution to approve the “refreshed” limit (“ Refresher Date ”). Polynoma Options and Other Scheme Options previously granted (whether outstanding, cancelled, lapsed (according to the Polynoma Equity Incentive Plan or the Other Option Schemes) or exercised) will not be counted for the purpose of calculating the limit as “refreshed”. Subject to the approval from the Board, Polynoma can seek Approval of Shareholders to “refresh” a Mandate Limit any number of times as the Polynoma Board considers appropriate. Unless approved pursuant to paragraph 5(iv) below, Polynoma cannot grant any Polynoma Option on or after the Refresher Date if such grant will result in the Mandate Limit as refreshed being exceeded.

• (iv) Specific Mandate: Subject to the Overriding Limit and if the Approval of Shareholders and approval of the Polynoma shareholders is obtained, the Board may grant Options to any Participant in respect of such number of Shares of Common Stock and on such terms as specified in that Approval of Shareholders.

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SUMMARY OF THE PRINCIPAL TERMS OF THE POLYNOMA EQUITY INCENTIVE PLAN

APPENDIX I

6. Maximum entitlement to each Participant(s)

Unless Approval of Shareholders is obtained pursuant to paragraph 5(iv) above in the general meeting with such Participant and his associates abstaining from voting and subject to the Hong Kong Listing Rules including but not limited to rules relating to grant of Polynoma Options to connected persons, Polynoma cannot grant any Polynoma Option (“ Triggering Option ”) to any Participant which, if exercised, would result in that Participant becoming entitled to subscribe for such number of Shares of Common Stock as, when aggregated with the total number of Shares of Common Stock already issued or to be issued to him upon exercise of all Polynoma Options and Other Scheme Options granted to him in the 12-month period immediately preceding the Grant Date of the Triggering Option to exceed 1% (“ Individual Limit ”) of the number of Shares of Common Stock in issue as at the later of (i) the date of the Proposed Listing (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis); or (ii) the Grant Date of the Triggering Option.

In calculating the total number of shares of Common Stock already issued or to be issued to that Participant upon exercise of all Polynoma Options and Other Scheme Options granted as referred to in the preceding paragraph, all exercised, outstanding and cancelled Polynoma Options and Other Scheme Options, whether vested or unvested, under the Polynoma Equity Incentive Plan and Other Option Schemes will be aggregated. However, Polynoma Options which have lapsed need not be counted.

7. Acceptance of Polynoma Options

Each grant and the acceptance of a Polynoma Option under the Polynoma Equity Incentive Plan shall be evidenced by a Polynoma Option Agreement between the Grantee and Polynoma. No payments are required from the Grantees upon acceptance of the Polynoma Options. Each Polynoma Option Agreement shall specify the number of shares of Common Stock subject to the Polynoma Option and shall provide for the adjustment of such number in accordance with the term of the Polynoma Equity Incentive Plan.

8. Exercisability and Term

Each Polynoma Option Agreement shall specify the date (or the minimum holding period, if any, for which a Polynoma Option must be held before it can be exercised) or event when all or any installment of the Polynoma Option is to become exercisable. Vesting of a Polynoma Option shall occur, in full or in installments, upon satisfaction of the conditions specified in the Polynoma Option Agreement. The Committee may include among such conditions the requirement that the performance of Polynoma or a business unit of Polynoma for a specified period of one or more fiscal years equal or exceed a target determined in advance by the Committee. The Polynoma Option Agreement shall also specify the term of the Polynoma Option, provided that the term of a Polynoma Option shall not exceed ten years from the Grant Date.

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SUMMARY OF THE PRINCIPAL TERMS OF THE POLYNOMA EQUITY INCENTIVE PLAN

APPENDIX I

9. Exercise Price

Each Polynoma Option Agreement shall specify the Exercise Price, provided that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date.

The aggregate amount of the Exercise Price of the shares of Common Stock issued upon exercise of the Polynoma Options shall be payable in cash or cash equivalents at the time when such shares of Common Stock is purchased, except that the Committee at its sole discretion may accept payment of the Exercise Price in any other form(s) that is consistent with the applicable laws, regulations and rules.

“ Fair Market Value ” means (a) for purposes of determining the Exercise Price of any Polynoma Option granted on the date that the Offer Price of the shares of Common Stock to be issued in connection with the Proposed Listing is determined and the shares of Common Stock become traded on any established stock exchange in connection with the Proposed Listing, the Offer Price; or (b) in all other circumstances, if the shares of Common Stock are traded on any established stock exchange, the closing price of a share as quoted on the principal exchange on which the shares of Common Stock are listed, as reported in the Wall Street Journal (or such other source as Polynoma may deem reliable for such purposes) for such date, or if no sale occurred on such date, the first trading date immediately prior to such date during which a sale occurred; or (c) if the shares of Common Stock are not traded on an exchange but are regularly quoted on a national market or other quotation system, the closing sales price on such date as quoted on such market or system, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices are reported; or (d) in the absence of an established market for the shares of Common Stock of the type described in (a), (b) or (c), the fair market value established by the Committee acting in good faith, provided that to the extent the Polynoma Equity Incentive Plan is subject to the Hong Kong Listing Rules, the Exercise Price shall not be less than the Offer Price. Such determination shall be conclusive and binding on all persons.

10. Period of the Polynoma Equity Incentive Plan

The Polynoma Equity Incentive Plan shall become effective on the Effective Date. The Polynoma Equity Incentive Plan shall remain in effect until the earlier of (a) the date when the Polynoma Equity Incentive Plan is terminated according to paragraph 17 below; or (b) the seventh anniversary of the date when the Polynoma Equity Incentive Plan is adopted.

11. Ranking of the Common Stock

A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any shares of Common Stock covered by his or her Polynoma Option prior to the time when a stock certificate for such shares of Common Stock are issued or, if applicable, the time when he or she becomes entitled to receive such shares of Common Stock by filing any required notice of exercise and paying any required Exercise Price.

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SUMMARY OF THE PRINCIPAL TERMS OF THE POLYNOMA EQUITY INCENTIVE PLAN

APPENDIX I

12. Lapse of Polynoma Options

Unless otherwise provided in the Polynoma Option Agreement, each Polynoma Option shall expire on, and may not be exercised following, the earliest to occur of:

• (a) three months after termination of the Grantee’s service with the Polynoma Group for any reason other than the Grantee’s death or disability;

• (b) twelve months after termination of the Grantee’s service with the Polynoma Group by reason of the Grantee’s death or total and permanent disability;

• (c) upon the termination of the Grantee’s service with the Polynoma Group by reason of the Grantee’s misconduct;

• (d) the expiration of the Polynoma Option Agreement.

13. Protection against dilution

Adjustment: Subject to the conditions to adjustment below, applicable law and the Hong Kong Listing Rules, in the event of a capitalisation issue, rights issue or a reduction of capital of Polynoma, a subdivision of the outstanding shares of the Common Stock, a declaration of a dividend payable in shares of Common Stock or a combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a lesser number of shares of Common Stock, corresponding adjustments shall be made (as necessary) to:

• (a) the number of shares of Common Stock available for the future grant of Polynoma Options;

• (b) the number of shares of Common Stock that are subject to outstanding Polynoma Options; and/or

• (c) the Exercise Price under each outstanding Polynoma Option.

In the event of a declaration of an extraordinary dividend payable in a form other than shares of Common Stock in an amount that has a material effect on the price of shares of Common Stock, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it deems appropriate in one or more of the foregoing.

Conditions to an adjustment: An adjustment will be made, to the extent practicable and to the extent Polynoma is subject to the Hong Kong Listing Rules, in accordance with the following principles:

• (i) on the basis that each Grantee on exercise of his Polynoma Options will have the same proportion of the outstanding shares of Common Stock to which he would have been entitled if he were to exercise the Polynoma Options immediately prior to the event leading to the requirement to perform the adjustment; and

• (ii) shares of Common Stock will not be issued at less than its par value.

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APPENDIX I SUMMARY OF THE PRINCIPAL TERMS OF THE POLYNOMA EQUITY INCENTIVE PLAN

Certification: In respect of any adjustment required in “ Adjustment ”, other than adjustments made on a capitalisation issue, Polynoma will seek a written certification from an independent financial adviser or its auditors that the adjustments satisfy the conditions set out in “ Conditions to an adjustment ” (“ Adjustment Certificate ”). In giving the Adjustment Certificate, the independent financial adviser or the auditors will act as experts and not as arbitrators and their confirmation will (in the absence of manifest error) be final and binding on Polynoma and the Grantees.

14. Cancellation of Polynoma Options

If the Polynoma Options under the Polynoma Equity Incentive Plan are forfeited or terminated for any other reason before being exercised or settled, then the shares of Common Stock subject to such Polynoma Options shall not be set aside or again become available for issuance under the Polynoma Equity Incentive Plan. For the purpose of determining the limitations on the maximum number of shares of Common Stock that may be granted under paragraph 5 above, the grant of any Polynoma Options over shares of Common Stock that have been cancelled and returned for future issuance under the Polynoma Equity Incentive Plan shall count towards the limits set out in paragraph 5(i) to 5(iv) above during the period that the Company is subject to the Hong Kong Listing Rules.

15. Liquidation

To the extent not previously exercised or settled, Polynoma Options shall terminate immediately prior to the dissolution or liquidation of Polynoma.

16. Transferability of Polynoma Options

No right or interest of a Participant in any Polynoma Options may be pledged, encumbered, or hypothecated to or in favor of any party other than Polynoma, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Polynoma Group. Except as otherwise provided by the Committee, no Polynoma Options shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved from time to time by the Committee. The Committee, by express provision in the Polynoma Option Agreement or an amendment thereto may permit a Polynoma Option to be transferred to, exercised by and paid to certain persons or entities related to the Participant, including, but not limited to, members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes and on a basis consistent with Polynoma’s lawful issue of securities.

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SUMMARY OF THE PRINCIPAL TERMS OF THE POLYNOMA EQUITY INCENTIVE PLAN

APPENDIX I

17. Amendment or Termination

Subject to the Approval of the Shareholders and the approval from Polynoma’s shareholders as required by the applicable laws, regulations and the Hong Kong Listing Rules, the Polynoma Board may, at any time and for any reason, amend or terminate the Polynoma Equity Incentive Plan and the Polynoma Board shall have the right to unilaterally amend, modify or discontinue the Polynoma Equity Incentive Plan, or any provision of the Polynoma Equity Incentive Plan or any provision of the Polynoma Option Agreement and, in each case, without the consent of any Participant, provided such amendment, modification or discontinuance is necessary or desirable to comply with applicable law. No Polynoma Options shall be granted under the Polynoma Equity Incentive Plan after the termination thereof. The termination of the Polynoma Equity Incentive Plan, or any amendment thereof, shall not affect any Polynoma Options previously granted under the Polynoma Equity Incentive Plan.

An amendment of the Polynoma Equity Incentive Plan shall be subject to the approval of Polynoma’s shareholders and/or the Approval from Shareholders to the extent required by applicable laws, regulations or stock exchange rules, including, to the extent then applicable, the Hong Kong Listing Rules.

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DETAILS OF THE PROPOSED GRANT

APPENDIX II

NUMBER AND ALLOCATION OF THE POLYNOMA OPTIONS

Pursuant to the terms of the Polynoma Equity Incentive Plan, Polynoma Options will be granted to four persons, who will become the director and members of the senior management of Polynoma. It is proposed that Polynoma Options to subscribe for approximately 8% of the shares of Common Stock in issue as at the date of the Proposed IPO (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis), will be issued to the Grantees should the Polynoma Equity Incentive Plan be adopted. Details of the allocation of the Proposed Grant are as follows:

			As a percentage of
			shares of Common
			Stock in issue (as
			enlarged after giving
			effect to the Proposed
	Expected Position in	Exercise	IPO and calculated on
Name	Polynoma	Price	a fully diluted basis)	Exercise Period
Dr. John Chiplin	Executive Director and	Offer Price	3.0%	25% of the shares of Common Stock
	Chief Executive Officer			subject to the Polynoma Option vesting on
				the first anniversary of the Effective Date
				and the remaining Polynoma Options
				vesting in equal monthly pro rata
				instalments during the remaining portion
				of the Vesting Period (as defined below),
				subject to Dr. John Chiplin’s continued
				employment with Polynoma through the
				applicable vesting dates.
				The “Vesting Period” shall be equal to
				(a) 1,460 (which number equals the
				number of days during a four-year period),
				less (b) the number of days contained in
				the period commencing 1st March, 2012
				and ending on the Effective Date
Mr. Patrick	Chief Operating Officer	Offer Price	2.0%	25% of the shares of Common Stock
Mallon				subject to the Polynoma Option vesting
				immediately upon the Grant Date and the
				remaining Polynoma Options vesting in
				equal monthly pro rata instalments during
				the three-year period commencing on
				1st May, 2013, subject to Mr. Patrick
				Mallon’s continued employment with
				Polynoma through the applicable vesting
				dates.
Mr. Andrew	Chief Financial Officer	Offer Price	1.5%	25% of the shares of Common Stock
Buckland				subject to the Polynoma Option vesting on
				the first anniversary of the Grant Date, and
				the remaining Polynoma Options vesting in
				equal monthly pro rata instalments during
				the remaining three years commencing one
				month following the first anniversary of
				the Grant Date, subject to Mr. Andrew
				Buckland’s continued employment with
				Polynoma through the applicable vesting
				dates.

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APPENDIX II

DETAILS OF THE PROPOSED GRANT

As a percentage of shares of Common Stock in issue (as enlarged after giving effect to the Proposed Expected Position in Exercise IPO and calculated on Name Polynoma Price a fully diluted basis) Exercise Period Dr. Sara Zaknoen Chief Medical Officer Offer Price 1.5% 25% of the shares of Common Stock subject to the Polynoma Option shall vest on the first anniversary of 1st May, 2012 and the remaining shall vest in equal monthly pro rata instalments during the three-year period thereafter, subject to Dr. Sara Zaknoen’s continued employment with Polynoma through the applicable vesting dates

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APPENDIX III NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 0775)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of CK Life Sciences Int’l., (Holdings) Inc. (the “Company”) will be held at the Grand Ballroom, 1st Floor, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Wednesday, 29th August, 2012 at 11:30 a.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. (1) “ THAT subject to and conditional upon the approval of the shareholders of Polynoma, Inc. (“Polynoma”) for the adoption of the Polynoma’s 2012 Equity Incentive Plan (“Polynoma Equity Incentive Plan”) (the terms of which are set out in the document marked “A” tabled at the Extraordinary General Meeting and a summary of which is set out in Appendix I to the circular (“Circular”) of the Company dated 13th August, 2012 to which this notice forms part) (“Condition”), the Polynoma Equity Incentive Plan be and is hereby approved, adopted and implemented with effect from the date of the Extraordinary General Meeting or the date on which the Condition set out in this resolution having been fulfilled, whichever is the later and shall become effective on the date immediately preceding the date that the United States Securities and Exchange Commission declares Polynoma’s Registration Statement on Form S-1 in connection with the Proposed IPO (as defined below) to be effective (“Effective Date”) and THAT the director(s) of Polynoma be and are hereby authorised to grant options and to allot, issue and deal with the shares of the common stock of Polynoma (“Common Stock”) fall to be issued pursuant to the exercise of any option granted thereunder and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient to implement and administer the Polynoma Equity Incentive Plan.”

2. (2) “ THAT subject to resolution 1(1) above being approved, the proposed grant of the options under the Polynoma Equity Incentive Plan to the grantees (“Grantees”) in the manner as set out in Appendix II to the Circular (“Proposed Grant”) be and is hereby approved with effect from the date (“Listing Date”) on which the Common Stock is listed on NASDAQ Stock Market (“Proposed IPO”), and in connection with the Proposed Grant:

   • (i) the 10% limit (“Mandate Limit”) on the total number of shares of the Common Stock which may be issued upon the exercise of all options granted under the Polynoma Equity Incentive Plan be “refreshed” with effect from the Listing Date such that the Mandate Limit (excluding all options granted under the Proposed Grant) as “refreshed” will be 10% of the shares of

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APPENDIX III NOTICE OF EXTRAORDINARY GENERAL MEETING

Common Stock in issue as of the Listing Date (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis), be and is hereby approved with effect from the Listing Date;

• (ii) the grant of options to certain Grantees to allow each Grantee to subscribe for more than 1% of the shares of Common Stock in issue as of the Listing Date (as enlarged after giving effect to the Proposed IPO and calculated on a fully diluted basis) under the Proposed Grant be and are hereby approved with effect from the Listing Date; and

• (iii) the director(s) of Polynoma be and are hereby authorised to grant options and to allot, issue and deal with the shares of the Common Stock fall to be issued pursuant to the exercise of any option granted under the Proposed Grant and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient to implement and give effect to the Proposed Grant.

• “ THAT where the Company’s board of directors declares, in accordance with the Company’s articles of association and the Companies Law of Cayman Islands, a special dividend on the shares of the Company in relation to the proposed spin-off of Polynoma for a separate listing on NASDAQ Stock Exchange, the satisfaction of such dividend wholly or in part by way of distribution of such amount of the Company’s interest in Polynoma as the directors of the Company (“Directors”) may determine (“Distribution in specie”) be and is hereby approved and THAT the Directors be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient to implement and administer the Distribution in specie.”

By Order of the Board Eirene Yeung Company Secretary

Hong Kong, 13th August, 2012

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APPENDIX III NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (a) At the Extraordinary General Meeting, the Chairman of the Meeting will put each of the above resolutions to be voted by way of a poll under Article 80 of the Company’s Articles of Association.

• (b) Any member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint more than one proxy to attend and on a poll, vote in his stead. A proxy need not be a member of the Company.

• (c) To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s principal place of business at 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong not later than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjournment thereof (as the case may be).

• (d) Completion and return of the proxy form will not preclude a member from attending and voting at the Extraordinary General Meeting or any adjournment thereof (as the case may be) should the member so desire.

• (e) The Register of Members of the Company will be closed from Friday, 24th August, 2012 to Wednesday, 29th August, 2012, both days inclusive, during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the Extraordinary General Meeting, all share certificates with completed transfer forms, either overleaf or separately, must be lodged with the Company’s Branch Share Registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 23rd August, 2012.

• (f) In relation to Ordinary Resolutions Nos. 1(1) and 1(2) above, a summary containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolutions, as required by the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange of Hong Kong Limited, is set out in Appendix I and Appendix II to the Company’s circular dated 13th August, 2012.

• (g) If typhoon signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 9:30 a.m. at the date of the Extraordinary General Meeting, the Extraordinary General Meeting will be postponed. Members are requested to visit the website of the Company at www.ck-lifesciences.com for details of alternative meeting arrangements.

The Extraordinary General Meeting will be held as scheduled when an amber or red rainstorm warning signal is in force.

Members who have any queries concerning the alternative meeting arrangements, please call the Company at (852) 2128 8888 during business hours from 9:00 a.m. to 5:00 p.m. on Mondays to Fridays, excluding public holidays.

Members should make their own decision as to whether they would attend the Extraordinary General Meeting under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

• (h) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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This circular (both English and Chinese versions) (“Circular”) has been posted on the Company’s website at www.ck-lifesciences.com. Shareholders who have chosen (or are deemed to have consented) to read the Company’s corporate communications (including but not limited to the Circular) published on the Company’s website in place of receiving printed copies thereof may request the printed copy of the Circular in writing to the Company c/o the Company’s Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong or by email to cklife.ecom@computershare.com.hk.

Shareholders who have chosen (or are deemed to have consented) to receive the corporate communications using electronic means through the Company’s website and who for any reason have difficulty in receiving or gaining access to the Circular posted on the Company’s website will upon request in writing to the Company c/o the Company’s Branch Share Registrar or by email to cklife.ecom@computershare.com.hk promptly be sent the Circular in printed form free of charge.

Shareholders may at any time choose to change your choice as to the means of receipt (i.e. in printed form or by electronic means through the Company’s website) and/or the language of the Company’s corporate communications by reasonable prior notice in writing to the Company c/o the Company’s Branch Share Registrar or sending a notice to cklife.ecom@computershare.com.hk.

Shareholders who have chosen to receive printed copy of the corporate communications in either English or Chinese version will receive both English and Chinese versions of the Circular since both language versions are bound together into one booklet.

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