Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2008

Apr 28, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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

If you have sold or transferred all your shares in Maxx Bioscience Holdings Limited, you should at once hand this circular and the accompanying form of proxy 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 the transferee.

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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)

GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Maxx Bioscience Holdings Limited to be held at Rooms 2201-2203, 22nd Floor, World Wide House, 19 Des Voeux Road Central, Hong Kong on 22 May 2008 at 3:00 p.m. or any adjournment thereof is set out on pages 6 to 8 of this circular.

A form of proxy for use at the annual general meeting of Maxx Bioscience Holdings Limited is enclosed with this circular. Whether or not you are able to attend and vote at such meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon and return the same to Maxx Bioscience Holdings Limited’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the annual general meeting or any adjournment thereof should you so wish and in such case the proxy form shall be deemed to be revoked.

* For identification purpose only

29 April 2008

CONTENTS

	Pages
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Procedures for demanding a poll at general meeting . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, 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 Rooms 2201-2203, 22nd Floor, World Wide House, 19
	Des Voeux Road Central, Hong Kong on 22 May 2008
	at 3:00 p.m. notice of which is set out on pages 6 to 8 of
	this circular
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company
“Company”	Maxx Bioscience Holdings Limited, a company
	incorporated in Bermuda with limited liability and its
	securities are listed on the Stock Exchange
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Issue Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all the powers of
	the Company to allot, issue and deal with Shares in the
	manner as set out in the ordinary resolution number 4
	of the notice of Annual General Meeting
“Latest Practicable Date”	25 April 2008, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Share(s)”	the share(s) of HK$0.01 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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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)

Executive Directors: Ms. He Jin Hong (Deputy Chairman) Mr. Ha Sze Tung Sharp Stone

Independent non-executive Directors: Ms. So Tosi Wan, Winnie Mr. Wei Dong

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: Room 2501A, Hopewell Centre 183 Queen’s Road East Hong Kong

29 April 2008

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting to be held at Rooms 2201-2203, 22nd Floor, World Wide House, 19 Des Voeux Road Central, Hong Kong on 22 May 2008 at 3:00 p.m. These include resolutions relating to the general mandate for the issue of new Shares, the re-election of retiring Directors and the amendments to the Bye-laws.

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed that the Directors be granted a general and unconditional mandate to allot, issue and deal with Shares up to a maximum of 20 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution.

* For identification purpose only

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LETTER FROM THE BOARD

As at the Latest Practicable Date, there was a total of 1,073,934,000 Shares in issue. Subject to the passing of the resolution granting the Issue Mandate and on the basis that no further Shares are issued before the Annual General Meeting, the Company will be allowed to issue a maximum of 214,786,800 Shares.

RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 87(1), Ms. He Jin Hong and Mr. Wei Dong retire by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting. Particulars of Ms. He Jin Hong and Mr. Wei Dong are as follows:

Ms. He Jin Hong, aged 50, an executive Director

Ms. He was appointed as executive director in June 2002 and is the Deputy Chairman of the Group. She is manager of the investment management department of Guangdong Apollo Group Company Limited (“Apollo”), the principal subsidiary of the Group. Ms. He is an auditor and a fellow Chartered Financial Practitioner. She graduated from China Broadcasting and Television College and holds a MBA degree from the Open University of Hong Kong. Ms. He is responsible for investment management of Apollo. Prior to joining Apollo in May 1992, she worked for China Tourist Service Company (Guangdong) Branch as head of the audit department. She had over 25 years’ experience in financial management and auditing.

Ms. He was not connected with any other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules).

Ms. He did not hold directorship in other listed company in the last three years before the Latest Practicable Date.

At the Latest Practicable Date, Ms. He was not interested or deemed to be interested in any Shares or underlying shares within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Ms. He. She is not appointed for a specific term and is subject to retirement by rotation and re-election in accordance with the Bye-laws. For the year ending 31 December 2008, Ms. He will receive a monthly emolument of HK$12,800. She is entitled to other benefits at the discretion of the Board. Ms He’s remuneration is determined with reference to her duties and responsibilities and the performance of the Group.

There is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) – 13.51(2)(v) of the Listing Rules. The Directors are not aware of any other matters relating to Ms. He’s re-election that need to be brought to the attention of the Shareholders.

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LETTER FROM THE BOARD

Mr. Wei Dong, aged 37, an independent non-executive Director

Mr. Wei was appointed as independent non-executive director in September 2006. He graduated from Northeastern University in the PRC and holds a master’s degree in Business Administration from Beijing Institute of Technology. He has over 10 years of experience in corporate management.

Mr. Wei was not connected with any other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules).

Mr. Wei did not hold directorship in other listed company in the last three years before the Latest Practicable Date.

At the Latest Practicable Date, Mr. Wei was not interested or deemed to be interested in any Shares or underlying shares within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Mr. Wei. He is not appointed for a specific term and is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Wei will be entitled to an annual director’s fee of HK$60,000 which is determined with reference to his duties and responsibilities and the prevailing market rate. He is not entitled to other forms of remuneration, bonus or benefit.

There is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) – 13.51(2)(v) of the Listing Rules. The Directors are not aware of any other matters relating to Mr. Wei’s re-election that need to be brought to the attention of the Shareholders.

AMENDMENTS TO THE BYE-LAWS

The Board proposes to amend the Bye-laws so as to improve corporate governance practices and procedures and to restrict the power of individual director of the Company in matters which are not in the ordinary course of business of the Company. The Board proposes that amendments be made to the Bye-laws, details of which are set out in special resolution number 5 of the notice of Annual General Meeting of this circular.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 6 to 8 of this circular. At the Annual General Meeting, in addition to the ordinary business of the meeting, resolutions will be proposed to approve the general mandate for the issue of new Shares, the re-election of retiring Directors and the amendments to the Bye-laws respectively.

A form of proxy for use at the Annual General Meeting is enclosed herewith. Whether or not you are able to attend and vote at the Annual General Meeting, please complete the enclosed form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre,

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LETTER FROM THE BOARD

183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event 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 you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish and in such case the proxy form shall be deemed to be revoked.

PROCEDURES FOR DEMANDING A POLL AT GENERAL MEETING

Pursuant to Bye-law 66(1), at any general meeting, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the chairman of the meeting; or

• (b) at least three Shareholders present in person, or in the case of a Shareholder being a corporation by its duly authorised representative, or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person, or in the case of a Shareholder being a corporation by its duly authorised representative, or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) a Shareholder or Shareholders present in person, or in the case of a Shareholder being a corporation by its duly authorised representative, or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or

• (e) a Director or Directors, who individually or collectively hold proxies in respect of shares representing five per cent or more of the total voting rights at the meeting.

RECOMMENDATION

The Directors are of the opinion that the granting of the Issue Mandate, the re-election of retiring Directors and the amendments to the Bye-laws are fair and reasonable and are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of Annual General Meeting.

MISCELLANEOUS

The English text of this circular and the accompanying proxy form shall prevail over the Chinese text in case of inconsistency.

Yours faithfully, By order of the Board of

Maxx Bioscience Holdings Limited Ha Sze Tung Sharp Stone

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NOTICE OF ANNUAL GENERAL MEETING

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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 IS HEREBY GIVEN that the Annual General Meeting of Maxx Bioscience Holdings Limited (the “Company”) will be held at Rooms 2201-2203, 22nd Floor, World Wide House, 19 Des Voeux Road Central, Hong Kong on 22 May 2008 at 3:00 p.m. for the following purposes:

1. To adopt the audited financial statements together with the report of the directors and the report of the auditors for the year ended 31 December 2007.

2. To re-elect directors and to authorise the board of directors to fix their remuneration.

3. To re-appoint SHINEWING (HK) CPA Limited as auditors to hold office until the conclusion of the next annual general meeting and to authorise the directors to fix their remuneration.

4. As special business to consider and, if thought fit, pass the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“THAT:

• (i) subject to sub-paragraph (ii) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot and issue additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period, be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of share capital allotted and issued 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 subparagraph (i) of this resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); (b) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

any securities which are convertible into shares; (c) an issue of shares as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company from time to time; or (d) an issue of shares under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares, shall not exceed 20% of the aggregate of the nominal amount of the issued share capital of the Company at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (iii) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) 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 any applicable law to be held; or

• (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.

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

1. As special business to consider and, if thought fit, pass the following resolution as special resolution:

SPECIAL RESOLUTION

“ THAT the existing bye-laws of the Company be and are hereby amended in the following manner:

• (a) By adding the following phrase “, provided that resolutions have been duly passed by the Board,” after “on behalf of the Company” in the first sentence of Bye-law 104(2);

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NOTICE OF ANNUAL GENERAL MEETING

• (b) By deleting the existing Bye-law 107 in its entirety and substituting therefor the following:

“Any transactions not in the ordinary course of business of the Company and any transactions exceeding HK$1,000,000 shall require prior approval of the Board. After obtaining the Board’s approval, the Board may entrust to and confer upon two executive Directors any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.” and

• (c) By deleting the first sentence of Bye-law 120(1) and substituting therefor the following:

“The Board may delegate any of its powers, authorities and discretions to committees, consisting of at least 2 Directors or other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes.”.”

By order of the Board of Maxx Bioscience Holdings Limited Ha Sze Tung Sharp Stone Director

Hong Kong, 29 April 2008

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s branch share 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 for holding the meeting or any adjournment thereof.

3. Where there are joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so presents whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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