Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2008

Nov 12, 2008

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CHINA GRAND PHARMACEUTICAL AND HEALTHCARE HOLDINGS LIMITED 遠大醫藥健康控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 512)

Proxy form for use at the special general meeting to be held on 28 November 2008 at 11:00 a.m.

I/We (1)

of

being the registered holder(s) of (2) ordinary shares of HK$0.01 each in the share capital of China Grand Pharmaceutical and Healthcare Holdings Limited (the “Company”), HEREBY APPOINT the chairman of the Meeting or (3)

ordinary shares of HK$0.01 each in

being the registered holder(s) of

of

or failing him/her

of

as my/our proxy to act for me/us at the special general meeting of the Company (the “Meeting”) to be held at 16th Floor, United Centre, 95 Queensway, Hong Kong on 28 November 2008 at 11:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting to vote for me/us and in my/our name(s) at the Meeting (or at any adjournment thereof) in respect of the said resolutions as indicated hereinbelow or, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS(4)	For(5)	Against	(5)
	1.	To approve, confirm and ratify the Acquisition Agreement and the
		transactions contemplated thereunder, and to authorise the Directors
		to do all acts and execute all documents they consider necessary or
		expedient.
	2.	To re-elect Mr. Liu Chengwei as a director of the Company and
		to authorize the board of directors of the Company to fix his
		remuneration.
	3.	To re-elect Mr. Hu Bo as a director of the Company and to authorize
		the board of directors of the Company to fix his remuneration.
	4.	To re-elect Mr. Xin Dongsheng as a director of the Company
		and to authorize the board of directors of the Company to fix his
		remuneration.
Dated thisday of2008Signature:

Notes:

1. Please insert your full name and address in BLOCK CAPITAL LETTERS in the space provided.

2. Please insert the number of ordinary shares to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no, this proxy form will be deemed to relate to all ordinary shares registered in your name (whether alone or jointly with others).

3. If any proxy other than the chairman of the Meeting is preferred, strike out “the chairman of the Meeting or” and insert the name and address of the proxy desired in BLOCK CAPITALS LETTERS in the space provided. The proxy need not be a shareholder of the Company. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.

4. The full text of the above resolutions appears in the notice of the Meeting dated 13 November 2008.

5. If you wish to vote for a resolution, place a tick “✓” in the column marked “For”. If you wish to vote against a resolution, place a tick “✓”in the column marked “Against”. If no indication is given, the proxy will vote or abstain at his/her discretion.

6. Corporations must execute this proxy form under common seal or (under the hand of) an attorney or a duly authorised officer. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.

7. If this proxy form is signed by a person under a power of attorney or any other authority on your behalf, a notarially certified copy of that power of attorney or other authority must be deposited with the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

8. In order to be valid, this 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 of attorney must be lodged with the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or adjournment thereof.

9. Completion and return of this proxy form will not preclude you from attending and voting in person at the Meeting should you so wish.

* For identification purpose only