Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2008

Jun 23, 2008

MAXX BIOSCIENCE HOLDINGS LIMITED 曼盛生物科技集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 512)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM”) of Maxx Bioscience Holdings Limited (the “Company”) will be held at 16th Floor, United Centre, 95 Queensway, Hong Kong on 15 July 2008 at 11:30 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:

ORDINARY RESOLUTIONS

(1) “THAT:

• (a) the agreement (the “Acquisition Agreement”) dated 28 April 2008 entered into between Long Smart Investments Limited (the “Vendor”) and the Company relating to the sale and purchase of the entire issued share capital of Best Forward Group Limited (“Acquisition Target Company”), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the issuance of the Convertible Bond as described under the Acquisition Agreement, the allotment and issue of the Conversion Shares as described in the Acquisition Agreement upon the exercise of the conversion rights attaching thereto be and is hereby approved;

• (c) the issue of the Certificate as described in Acquisition Agreement upon the terms and subject to the conditions contained therein be and is hereby approved; and

• (d) the directors of the Company (the “Directors”) be and are hereby authorised to do all acts and execute all documents they consider necessary or expedient to give effect to the transactions contemplated under the Acquisition Agreement.”

(2) “THAT:

• (a) the agreement (the “Disposal Agreement”) dated 28 April 2008 entered into between the Company and Richinvest International Limited (the “Purchaser”) relating to the sale and purchase of the entire issued share capital of Bright Strong Profits Limited (the “Disposal Subsidiary”), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the Directors be and are hereby authorised to do all acts and execute all documents they consider necessary or expedient to give effect to the transactions contemplated under the Disposal Agreement.”

• For identification purpose only

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SPECIAL RESOLUTIONS

• (3) “THAT , subject to the approval of the Registrar of Companies in Bermuda, the English name of the Company be changed from “Maxx Bioscience Holdings Limited” to “China Grand Pharmaceutical and Healthcare Holdings Limited” and the Chinese name of the Company be changed from “曼 盛生物科技集團有限公司” to “遠大醫藥健康控股有限公司” for identification purpose only and the Directors be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as they may consider necessary or expedient to effect the change of name.”

• (4) “THAT the bye-laws of the Company (“Bye-laws”) be and are hereby amended by deleting the existing Bye-law 84(2) in its entirety and substituting therefor the following:

  • “84 (2) If a clearing house or nominee(s) of a clearing house (being a corporation) is a Member, it may authorise such person or persons as it thinks fit to act as its representative or representatives or proxy or proxies at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. The person so authorised shall be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence for substantiating the facts that it is duly authorised and shall be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) which he represents in respect of the number and class of shares specified in the relevant authorisation including the right to vote individually on a show of hand as that clearing house (or its nominee(s)) could exercise if it were an individual Member.””

By Order of the Board

Maxx Bioscience Holdings Limited Ha Sze Tung Sharp Stone Executive Director

Hong Kong, 23 June 2008

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Notes:

• (1) Any member entitled to attend and vote at the SGM of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member. A proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

• (2) Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.

• (3) A form of proxy for use at the SGM is enclosed herewith.

• (4) The form of proxy and the 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 at the Company’s Hong Kong branch share registrar, 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 SGM or adjourned meeting or not less than 24 hours before the time appointed for taking the poll subsequent to the date of the SGM or adjourned meeting thereof (as the case may be) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the SGM or at any adjourned meeting (as the case may be) should they so wish.

As at the date of this announcement, the Board comprises of two executive Directors, namely, Ms. He Jin Hong (Deputy Chairman) and Mr. Ha Sze Tung Sharp Stone, and two independent non-executive Directors, namely, Ms. So Tosi Wan, Winnie and Mr. Wei Dong.

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