Grand Pharmaceutical Group Limited - Proxy Solicitation & Information Statement 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The 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.

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 China Grand Pharmaceutical and Healthcare Holdings Limited (the “ Company ”), 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 was effected for transmission to the purchaser or transferee.

==> picture [119 x 52] intentionally omitted <==

**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: 00512)

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

==> picture [129 x 33] intentionally omitted <==

Capitalised terms used in this cover page shall have the same meanings at those defined in the section headed “ Definitions ” of this circular.

A letter from the Board is set out on pages 4 to 11 of this circular. A letter of advice from the Independent Board Committee is set out on page 12 to this circular. A letter of advice of Nuada Limited, the Independent Financial Adviser, containing its opinion and advice to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 20 of this circular.

A notice convening the SGM of the Company to be held at Unit 3302, The Centre, 99 Queen’s Road Central, Hong Kong on Monday, 23 December 2013 at 10:30 a.m. is set out on pages 29 to 30 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, and in such case, the form of proxy shall be deemed to be revoked.

For identification purpose only

5 December 2013

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

DEFINITIONS

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

“associates”

has the meaning ascribed to it under the Listing Rules

“Bao Ding Jiu Fu”
保定九孚生化有限公司 (Bao Ding Jiu Fu Bio-chemical Limited[#] ), a company established in the PRC with limited liability, principally engaged in manufacture and sale of pharmaceutical products raw materials
“Board”

the board of Directors

“Business Day(s)”
a day (other than a Saturday or a Sunday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours
“China Grand”
China Grand Enterprises Incorporation, a company established in the PRC with limited liability, which was controlled and ultimately and beneficially owned by Mr. Hu
“Company”
China Grand Pharmaceutical and Healthcare Holdings Limited*, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange
“connected person”

has the meaning ascribed to it under the Listing Rules

“Director(s)” the director(s) of the Company
“Group”

the Company and its subsidiaries

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”
the independent committee of the Board consisting of all independent non-executive Directors, namely Ms. So Tosi Wan, Winnie, Mr. Lo Kai Lawrence and Dr. Pei Geng, which has been established to advise the Independent Shareholders as to the fairness and reasonableness of the Second Supplemental CCT Agreement and the transactions contemplated thereunder
“Independent Financial Adviser” or “Nuada Limited”
Nuada Limited, a licensed corporation under the SFO to conduct type 6 (advising on corporate finance) regulated activity appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Second Supplemental CCT Agreement and the transactions contemplated thereunder

DEFINITIONS

“Independent Shareholders” Shareholders other than Mr. Hu, Outwit and their respective associates and the Shareholders who are connected to or otherwise associated with Mr. Hu, Outwit or interested in the Second Supplemental CCT Agreement
“Independent Third Party(ies)” any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, are third party(ies) independent of and not connected with any director, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates
“Latest Practicable Date” 2 December 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained therein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Hu” Mr. Hu Kaijun, being the sole shareholder of Outwit, the substantial shareholder of the Company
“Outwit” Outwit Investments Limited, a company incorporated in the British Virgin Islands with limited liability, which is the substantial shareholder of the Company holding approximately 62.60% of the total issue Shares
“PRC” the People’s Republic of China, which, for the purpose of this circular, shall excludes Hong Kong, the Macau Special Administration Region of the PRC and Taiwan
“Revised Annual Cap” the revised annual cap for the transactions contemplated under the Second Supplemental CCT Agreement for the period commencing from the Effective Date until 31 December 2013
“Second Supplemental the second supplemental agreement entered into between Zhejiang CCT Agreement” Xianle and Bao Ding Jiu Fu dated 17 November 2013 in relation to the amendments of certain terms of Xianle Purchase Agreement I, including the revision of the Xianle First Purchase Caps
“SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
“SGM” the special general meeting of the Company to be convened and held on 23 December 2013 to consider and, if thought fit, approve the Second Supplemental CCT Agreement and the transactions contemplated thereunder

DEFINITIONS

“Shareholder(s)”

holder(s) of the Share(s)

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Xianle First Purchase Caps” the maximum annual caps of RMB80.0 million and RMB146.0 million respectively to be paid by the Group to Bao Ding Jiu Fu for each of the period commencing on 19 February 2013 until 31 December 2013 and the year ending 31 December 2014 as contemplated under the Xianle Purchase Agreement I
“Xianle Purchase Agreement I” the agreement entered into between Zhejiang Xianle and Bao Ding Jiu Fu dated 28 November 2012 (as supplemented by a supplemental agreement dated 21 December 2012) in respect of the purchase of raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu, details of which had been included in the circular of the Company dated 28 January 2013
“Zhejiang Xianle” Zhejiang Xianju Xianle Pharmaceutical Company Limited, a company established in the PRC with limited liability, being a direct non-wholly owned subsidiary of the Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

The English transliteration of the Chinese name(s) in this circular, where indicated, is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).

For the purpose of this circular, unless otherwise indicated, conversion of RMB into HKD is calculated at the approximate exchange rate of RMB0.79 to HKD1.00. This exchange rate is adopted for the purpose of illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this rate or any other rate at all.

For identification purpose only

LETTER FROM THE BOARD

==> picture [119 x 52] intentionally omitted <==

**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: 00512)

Executive Directors: Mr. Liu Chengwei (Chairman) Mr. Hu Bo (Deputy Chairman) Dr. Shao Yan (Chief Executive Officer) Dr. Zhang Ji

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive Directors: Ms. So Tosi Wan, Winnie Mr. Lo Kai Lawrence Dr. Pei Geng

Head office and principal place of business in Hong Kong: Unit 3302, The Center 99 Queen’s Road Central Hong Kong

5 December 2013

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the circular of the Company dated 28 January 2013, relating to, inter alia, the Xianle Purchase Agreement I.

According to the recent review by the Board on the transactions under the Xianle Purchase Agreement I, the Directors found that the transactions between Zhejiang Xianle and Bao Ding Jiu Fu for the ten months ended 31 October 2013 is approaching the Xianle First Purchase Caps for the year ending 31 December 2013. In light of this, the Second Supplemental CCT Agreement was entered into on 17 November 2013 and the Board propose to seek for the approval of the Independent Shareholders, in relation to, among other matters, the revision of the Xianle First Purchase Caps for the year ending 31 December 2013. The Second Supplemental CCT Agreement shall become effective on the date falling upon the passing of the relevant resolution by the Independent Shareholders at the SGM.

For identification purpose only

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other matters, (i) further information of the Second Supplemental CCT Agreement (including the Revised Annual Cap); (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the SGM.

RELATIONSHIPS BETWEEN THE PARTIES

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the relationships between the parties to the Second Supplemental CCT Agreement are set out below:

The Company

China Grand Pharmaceutical and Healthcare Holdings Limited*, a company incorporated in Bermuda with limited liability with its issued share capital listed on the Stock Exchange

Outwit The controlling shareholder of the Company, who is interested in approximately 62.60% of the total issued share capital of the Company

Mr. Hu Mr. Hu Kaijun, being the sole shareholder of Outwit
China Grand China Grand Enterprises Incorporation, a company established under the laws of the PRC and is owned as to (i) approximately 51.00% by 北京遠大華創投資有限公司 and (ii) approximately 49.00% by 北京炎黃置業有限公司 respectively, both companies are controlled and ultimately and beneficially owned by Mr. Hu
Bao Ding Jiu Fu 保定九孚生化有限公司 (Bao Ding Jiu Fu Bio-chemical Limited[#] ), a company established under the laws of the PRC and is owned as to approximately 51.00% by China Grand and as to approximately 49.00% by Independent Third Parties. By virtue of being a subsidiary of China Grand, Bao Ding Jiu Fu is considered to be a connected person to the Company
Zhejiang Xianle Zhejiang Xianju Xianle Pharmaceutical Company Limited, a company established under the laws of the PRC and is owned as to approximately 67.00% by the Company and as to approximately 33.00% by the Independent Third Parties

LETTER FROM THE BOARD

CONTINUING CONNECTED TRANSACTIONS

Except for the Xianle First Purchase Caps for the period commencing from the Effective Date (as defined below) ending 31 December 2013, there is no material difference between the Xianle Purchase Agreement I and the Second Supplemental CCT Agreement. Details of the Second Supplemental CCT Agreement are set out as follows:

Date: 17 November 2013

Parties: Bao Ding Jiu Fu as supplier and Zhejiang Xianle as purchaser

Service: Zhejiang Xianle or its related companies shall purchase raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu or its related companies

Pricing basis: The fees payable by the Group will be satisfied in cash. The Directors consider that the pricing basis will be made on an arm’s length basis in the ordinary course of business and on normal commercial terms or are on terms not less favourable than those will be paid by Zhejiang Xianle or its related companies (if any) to other independent suppliers for the same or similar products. The Second Supplemental CCT Agreement also provides that the price and size of the products to be supplied by Bao Ding Jiu Fu or its related companies will be determined between Bao Ding Jiu Fu and the Group on an order-by-order basis and credit period of 90 days will be provided after delivery

Term: For the period commencing from the Effective Date until 31 December 2014

Annual Cap: The annual cap for the Second Supplemental CCT Agreement for the period commencing on the Effective Date until 31 December 2013 are proposed to revise to RMB160 million while the annual cap for the year ending 31 December 2014 shall remain unchanged

Effective date:

On the date (the “ Effective Date ”) falling upon the passing of the relevant resolution by the Independent Shareholders at the SGM and shall not extend beyond 31 December 2014

LETTER FROM THE BOARD

CONDITIONS PRECEDENT

The Second Supplemental CCT Agreement is effective upon the fulfillments of the following conditions:

(i) the passing by the Independent Shareholders at the SGM to approve the Second Supplemental CCT Agreement and the transactions contemplated thereunder; and
(ii) all necessary consents and approvals required to be obtained by the parties to the Second Supplemental CCT Agreement in respect of the entering into of the Second Supplemental CCT Agreement and the transactions contemplated thereunder having been obtained.

None of the above conditions are capable of being waived by the parties to the Second Supplemental CCT Agreement. If any of the conditions precedent above have not been satisfied on or before 31 December 2013, the Second Supplemental Agreement shall cease, and neither party thereto shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.

THE REVISED ANNUAL CAP

The Revised Annual Cap for the transactions contemplated under the Xianle Purchase Agreement I for the year ending 31 December 2013 are determined based on the (i) historical transaction amounts under the Xianle Purchase Agreement I between Bao Ding Jiu Fu and Zhejiang Xianle for the period commencing on 19 February 2013 to 31 October 2013; (ii) the confirmed new purchase orders placed by customers in the fourth quarter of 2013 which requiring purchase of additional raw materials of approximately 33.5% of the total quantity of purchase for the period commencing on 19 February 2013 until 31 October 2013; and (iii) the anticipated expansion of the Group’s business in line with the Group’s long term development strategy, all of which leads to the increase in the trading volume and transaction amount under the Xianle Purchase Agreement I. It is expected that no further purchase orders of significant amount will be placed by the Group’s customers prior to the date of the SGM.

As regard to the pricing for each transaction under the Xianle Purchase Agreement I, the sourcing team of the Group will first search on the procurement platform on internet and obtain price reference of raw materials for steroid hormones and intermediates from independent suppliers that provided identical products of Bao Ding Jiu Fu or its related companies to the Group. The Group will then compare the price reference obtained on internet and determine the selection of suppliers by taking into account of a few factors, such as prices, quality of raw materials, ability in meeting delivery schedules requested by the Group and payment terms. Accordingly, the Group will award the contract to the party who offers the best overall commercial terms. However, if there is no available quotation from independent suppliers and/or if the price quoted by Bao Ding Jiu Fu was generally not higher than those available from the independent suppliers, the Group will consider to purchase the relevant raw materials from Bao Ding Jiu Fu, having considered that (i) there is no need to perform additional testings and review procedures on new suppliers and (ii) that the payment methods and the credit period of 90 days after delivery is in line with the market practice.

LETTER FROM THE BOARD

The aggregate purchase fees under the Xianle Purchase Agreement I for the year ending 31 December 2013 amounted to approximately RMB78.5 million and are within the Xianle First Purchase Caps. In order to ensure the compliance of the Listing Rules, the Group has not purchased any raw materials from Bao Ding Jiu Fu since November 2013 and is now relying on the buffer stocks purchased by the Group previously. The Directors confirm that the actual transaction amount under Xianle Purchase Agreement I up to the Latest Practicable Date amounted to approximately RMB78.5 million, as such, the Xianle First Purchase Caps for the year ending 31 December 2013 has not been exceeded up to the Latest Practicable Date and will not exceed the Xianle First Purchase Caps prior to the date of the SGM.

The Revised Annual Cap was also taken into account of the one-off purchase orders entered into between the Group and its individual customers, which is scheduled to deliver after Chinese new year. Given the production cycles ranging from approximately two to three months from purchasing the relevant raw materials from suppliers to the completion of the end products, it will provide a more flexible production schedule for Zhejiang Xianle if it could place orders to Bao Ding Jiu Fu by the end of 2013 so as to meet the scheduled delivery time.

Further, the Group’s production capabilities had significantly increased following the completion of the new production plant situated in Jiangsu, the PRC which commenced trial run in the second quarter of 2013, and was in commercial-scale operation in the third quarter 2013. The said production plant is equipped with the most advanced bio-fermentation technology and is capable of producing a new series of pharmaceutical products to cater for different needs of the customers. Given that the commercialscale production of the said production plant was commenced a few months ahead of the schedule, which was unforeseeable at the time when determining the Xianle First Purchase Caps, also by taking into account of the potential increase in revenue of the Group should the abovesaid confirmed purchase orders be proceeded by the Group under the proposed Revised Annual Cap, the Board are of the view that the Revised Annual Cap for the purchase of raw materials from Bao Ding Jiu Fu for the year ending 31 December 2013 is fair and reasonable.

While the proposed Revised Annual Cap for the year ending 31 December 2013 depends on the significant extent on the purchase orders placed by the Group’s individual customers, it should be noted that Group is in the course of discussion with its individual customers for the budgeted procurement amount for year 2014 and the Board considered that it is immature to propose revision of the Xianle First Purchase Caps for the year ending 31 December 2014. Nevertheless, the Group shall closely monitor the continuing connected transactions contemplated under the Xianle Purchase Agreement I on a regular basis and take prompt actions to revise the Xianle First Purchase Caps for the year ending 31 December 2014 after obtaining prior approval from the independent shareholders as required under the Listing Rules as and when appropriate.

INFORMATION ABOUT THE GROUP

The Group is principally engaged in business of manufacture and sales of pharmaceutical products in the PRC.

LETTER FROM THE BOARD

REASONS FOR ENTERING INTO THE CONTINUING CONNECTED TRANSACTIONS

The Directors are of the view that the continuing connected transactions under the Second Supplemental CCT Agreement have been and will continue to be beneficial to the development of the business of the Group. The raw materials for steroid hormones and intermediates purchased from Bao Ding Jiu Fu or its related companies would secure the quality of raw materials and ensure the stability of production and supply of the products of the Group such that the Group could increase its market share and sales volume of the Group’s products.

The Directors are of the view that the Second Supplemental CCT Agreement was entered into on normal commercial terms, and the terms and conditions therein as well as the Revised Annual Cap for the continuing connected transactions contemplated thereunder are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Bao Ding Jiu Fu is a connected person to the Company by virtue of being a subsidiary of China Grand. The ultimate and beneficial owner of China Grand is Mr. Hu, who is the sole shareholder of Outwit which is the substantial shareholder of the Company.

Based on the Revised Annual Cap, the annual consideration payable by the Group to Bao Ding Jiu Fu exceed HK$10,000,000 and are more than 5% of the applicable ratios under the Listing Rules, as such, the transactions contemplated under the Second Supplemental CCT Agreement are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

In addition, Mr. Hu, Outwit and their respective associates are interested in the Second Supplemental CCT Agreement and are therefore required to abstain from voting on the relevant resolution to approve the Second Supplemental CCT Agreement. Save as disclosed above, no other Shareholder has a material interest in the Second Supplemental CCT Agreement that is required to abstain from voting on the relevant resolution at the SGM.

The text of the letter from the Independent Board Committee is set out on page 12 of this circular, the text of the letter from Nuada Limited containing its advice is set out on pages 13 to 20 of this circular.

SGM

Set out on pages 29 to 30 of this circular is a notice convening the SGM to be held at Unit 3302, The Centre, 99 Queen’s Road Central, Hong Kong at which the relevant resolution will be proposed at the SGM to approve, among other things, Second Supplemental CCT Agreements and the Revised Annual Cap for the transactions contemplated thereunder. The resolution proposed to be approved at the SGM will be taken by poll and an announcement will be made by the Company after the SGM on the results of the SGM.

LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by binding upon any Shareholders; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

In accordance with the Listing Rules, Mr. Hu, Outwit and their respective associates, who in aggregate hold 1,228,275,094 Shares, representing approximately 62.60% of the entire issued share capital of the Company, are required to abstain from voting on the resolution to approve the Second Supplemental CCT Agreement and the transactions contemplated thereunder. Save as disclosed above, no Shareholder has a material interest in the Second Supplemental CCT Agreement that is required to abstain from voting and being counted towards the quorum on the resolution at the SGM.

In addition, Mr. Hu Bo, who is a nephew of Mr. Hu is considered to be interested in the transactions contemplated under the Second Supplemental CCT Agreement and had abstained from voting on the board resolution for approving the said transactions. Save as aforesaid, the Board confirms that none of the Directors is a director or employee of Outwit nor has any material interests in the transactions contemplated under the Second Supplemental CCT Agreement that is required to abstain from voting on the board resolution for approving the Second Supplemental CCT Agreement.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising Ms. So Tosi Wan, Winnie, Mr. Lo Kai Lawrence and Dr. Pei Geng, being all independent non-executive Directors, has been formed to advise the Independent Shareholders as to the terms of the Second Supplemental CCT Agreement and the transactions contemplated thereunder.

Nuada Limited has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Second Supplemental CCT Agreement and the transactions contemplated thereunder.

LETTER FROM THE BOARD

The Independent Board Committee and the Directors, having taken into account the advice of the Independent Financial Adviser, consider that the Second Supplemental CCT Agreement and the transactions contemplated thereunder are fair and reasonable so far the Independent Shareholders and in the interests of the Company and the Shareholders as a whole, and accordingly recommends the Independent Shareholders to vote in favour of the ordinary resolution which will be proposed at the SGM for approving the Second Supplemental CCT Agreement and the transactions contemplated thereunder.

The text of the letter from the Independent Board Committee is set out on page 12 of this circular and the text of the letter from the Independent Financial Adviser containing its advice is out on pages 13 to 20 of this circular.

RECOMMENDATION

The Board (including the independent non-executive Directors), having taken into account of the reasons set out in the paragraphs headed “Reasons for entering into the continuing connected transactions” above and the recommendations of the Independent Board Committee and the Independent Financial Adviser, considers that the Second Supplemental CCT Agreement and the transactions contemplated thereunder are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the ordinary resolution which will be proposed at the SGM for approving the Second Supplemental CCT Agreement and the transactions contemplated thereunder, including the Revised Annual Cap.

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 12 of this circular which contains its views in relation to the Second Supplemental CCT Agreement and the transactions contemplated thereunder; and (ii) the letter from the Independent Financial Adviser set out on pages 13 to 20 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Second Supplemental CCT Agreement and the transactions contemplated thereunder and the principal factors and reasons considered by it in arriving its opinions.

Your attention is also drawn to other additional information as set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board

China Grand Pharmaceutical and Healthcare Holdings Limited Liu Chengwei Chairman

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [119 x 52] intentionally omitted <==

**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: 00512)

5 December 2013

To the Independent Shareholders,

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company dated 5 December 2013 (the “ Circular ”) to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members to form the Independent Board Committee and to advise you as to whether, in our opinion, the Second Supplemental CCT Agreement and the transactions contemplated thereunder are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

Nuada Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in these respects. Details of its advice, together with the principal factors and reasons taken into consideration in arriving at such advice, are set out on pages 13 to 20 of the Circular. Your attention is also drawn to the letter from the Board set out on pages 4 to 11 of the Circular and the additional information set out in the appendix to the Circular.

Having considered the terms and conditions of the Second Supplemental CCT Agreement, the principal factors and reasons considered by, and the advice of Nuada Limited, we are of the opinion that the Second Supplemental CCT Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Second Supplemental CCT Agreement and the transactions contemplated thereunder, including the Revised Annual Cap.

Yours faithfully, Independent Board Committee of

China Grand Pharmaceutical and Healthcare Holdings Limited

So Tosi Wan, Winnie

Independent non-executive Director

Lo Kai Lawrence

Independent non-executive Director

Pei Geng

Independent non-executive Director

For identification purpose only

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from Nuada Limited in connection with the Second Supplemental CCT Agreement (including the Revised Annual Cap) which has been prepared for inclusion in this circular.

==> picture [161 x 41] intentionally omitted <==

Unit 1805-08, 18/F, New Victory House, 93-103 Wing Lok Street, Sheung Wan, Hong Kong 香港上環永樂街93-103號樹福商業大廈18樓1805-08室

5 December 2013

To the Independent Board Committee and the Independent Shareholders of

China Grand Pharmaceutical and Healthcare Holdings Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Second Supplemental CCT Agreement (including the Revised Annual Cap) and the transactions contemplated thereunder, details of which have been set out in the letter from the Board (the “ Board’s Letter ”) in the circular to the Shareholders dated 5 December 2013 (the “ Circular ”), of which this letter forms part. Unless otherwise stated, terms used in this letter have the same meanings as those defined in the Circular.

According to the recent review by the Board on the transactions under the Xianle Purchase Agreement I, the Directors found that the transactions between Zhejiang Xianle and Bao Ding Jiu Fu for the ten months ended 31 October 2013 is approaching the Xianle First Purchase Caps for the year ending 31 December 2013. In light of this, on 17 November 2013, Zhejiang Xianle as purchaser entered into the Second Supplemental CCT Agreement with Bao Ding Jiu Fu as supplier, pursuant to which Zhejiang Xianle or its related companies shall purchase raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu or its related companies.

As stated in the Board’s Letter, as Bao Ding Jiu Fu is a connected person to the Company by virtue of being a subsidiary of China Grand. The ultimate and beneficial owner of China Grand is Mr. Hu, who is the sole shareholder of Outwit which is the substantial shareholder of the Company. Based on the Revised Annual Cap, the annual consideration payable by the Group to Bao Ding Jiu Fu exceed HK$10,000,000 and are more than 5% of the applicable ratios under the Listing Rules, as such, the transactions contemplated under the Second Supplemental CCT Agreement are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Second Supplemental CCT Agreement (including the Revised Annual Cap) and the transactions contemplated respectively thereunder and as to how to vote at the SGM. We have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

BASIS OF OUR OPINION

In formulating our opinion and recommendations, we have relied on the accuracy of the information, opinions and representations contained or referred to in the Circular and provided to us by the Company, the Directors and management of the Company (the “Management”) , which we have assumed to be true, accurate and complete at the time when they were made and continued to be true, accurate and complete as at the date of the SGM. We have also assumed that all statements of belief, opinion and intention made by the Board in the Circular were reasonably made after due enquiries and considerations. We have no reason to doubt that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading.

We consider that we have reviewed sufficient information, including the relevant information and documents provided by the Company and the Directors and the Management and the information published by the Company, to enable us to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular to provide a reasonable basis for our opinions and recommendations. Having made all reasonable enquiries, the Board has confirmed that, to the best of its knowledge, there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Company and the Directors and the Management, nor have we conducted an independent investigation into the business and affairs, financial condition and future prospects of the Group and Bao Ding Jiu Fu and/or any of their respective subsidiaries and/or associated companies and the markets in which they respectively operate.

We have further assumed that all material governmental, regulatory or other consents, rights, waivers, authorisations, clearances and approvals necessary for the effectiveness and implementation of the Second Supplemental CCT Agreement have been or will be obtained and will not be withdrawn without any adverse effect on the Group, the assets and liabilities of the Group or the contemplated benefits to the Group as derived from the Second Supplemental CCT Agreement.

In formulating our advices, our opinions are necessarily based upon the financial, economic, market, regulatory and other conditions as they existed on, and the facts, information, representations and opinions made available to us as of the Latest Practicable Date. Our opinion does not in any manner address the Company’s own decision to proceed with the Second Supplemental CCT Agreement and the transactions contemplated thereunder. We disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion expressed herein, which may come or be brought to our attention after the Latest Practicable Date.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS CONSIDERED

In formulating our opinion regarding the Second Supplemental CCT Agreement, we have taken into consideration the following principal factors:

Background and reasons for entering into the Second Supplemental CCT Agreement

The Group is principally engaged in the business of manufacture and sales of pharmaceutical products in the PRC.

Bao Ding Jiu Fu is principally engaged in manufacture and sale of pharmaceutical products raw materials.

As disclosed in the Board’s Letter, the reasons for entering into of the Second Supplemental CCT Agreement is the transactions amount between Zhejiang Xianle and Bao Ding Jiu Fu for the ten months ended 31 October 2013 of RMB78.5 million (the “ Actual Amount ”) is approaching the Xianle First Purchase Caps of RMB80.0 million for the year ending 31 December 2013. Having discussed with the Management, we are advised that the Company satisfies in prices and quality of the raw materials for steroid hormones and intermediates provided by Bao Ding Jiu Fu or its related companies and the transactions, including the payment terms, between the Group and Bao Ding Jiu Fu or its related companies is in compliance with the terms and conditions under Xianle Purchase Agreement I. As disclosed in the Board’s Letter, the Directors confirm that the Xianle First Purchase Caps for the year ending 31 December 2013 has not been exceeded up to the Latest Practicable Date and will not exceed the Xianle First Purchase Caps prior to the date of the SGM.

Taking into account the Group’s principal business in manufacture and sales of pharmaceutical products in the PRC, we consider that the entering into of the Second Supplemental CCT Agreement, maintaining the good quality and ensuring the constant supply of raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu or its related companies, are in the ordinary and usual course of business of the Group.

Principal terms of the Second Supplemental CCT Agreement

As mentioned in the section headed “Introduction” above, on 17 November 2013, Zhejiang Xianle as purchaser entered into the Second Supplemental CCT Agreement with Bao Ding Jiu Fu as supplier, pursuant to which Zhejiang Xianle or its related companies shall purchase raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu or its related companies.

The Second Supplemental CCT Agreement shall cover the period commencing from the date falling upon the passing of the relevant resolution by the Independent Shareholders at the SGM until 31 December 2014.

As mentioned in the Board’s Letter, save for the Xianle First Purchase Caps for the period commencing from the date falling upon the passing of the relevant resolution by the Independent Shareholders at the SGM and shall not extend beyond 31 December 2014 (the “ Effective Date ”) and ending 31 December 2013, there is no material difference between the Xianle Purchase Agreement I and the Second Supplemental CCT Agreement.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the Board’s Letter, the Directors consider that the pricing basis will be made on an arm’s length basis in the ordinary course of business and on normal commercial terms or are on terms not less favourable than those will be paid by Zhejiang Xianle or its related companies (if any) to other independent suppliers for the same or similar products. Details regarding the terms of the Second Supplemental CCT Agreement is set out in the Board’s Letter.

Pursuant to the terms and conditions of the Second Supplemental CCT Agreement, (i) the fees payable by the Group will be satisfied in cash; and (ii) the price and size of the products to be supplied by the relevant supplier or its related companies will be determined between the relevant supplier and the Group on an order-by-order basis and credit period of 90 days will be provided after delivery.

In accordance with the Rule 14A.37 of the Listing Rule, each year the independent non-executive directors of the Company must review the continuing connected transactions entered into by the Group and confirm in the annual report and accounts that the transactions have been entered into: (i) in the ordinary and usual course of business of the Group; (ii) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Company than terms available to independent third parties; and (iii) is in accordance with the relevant agreement governing them on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

According to the Company, the Group has established internal procedures for management of raw material purchases, according to which the sourcing team should be responsible for selecting suppliers of raw materials by criteria of raw material quality and selling price, including soliciting and comparing quotations from suppliers. We are provided by the Management with price reference of raw materials for steroid hormones and intermediates from the independent suppliers that provided same or similar products of Bao Ding Jiu Fu or its related companies to the Group that the Group searched and obtained on internet. We noted that the actual selling prices of raw materials from Bao Ding Jiu Fu or its related companies to the Group under the Xianle Purchase Agreement I were based on normal commercial terms with reference to the selling prices of similar raw materials offered by other independent suppliers on internet and the actual selling prices of raw material purchased by the Group from Bao Ding Jiu Fu or its related companies are not less favorable to the Group than the selling price at which the Group would purchase from independent suppliers. Given quotations from Bao Ding Jiu Fu or its related companies are to be compared before making orders by the sourcing team of the Group to Bao Ding Jiu Fu or its related companies, we consider that such internal practice of the Group is sufficient and effective to ensure that the selling prices of the relevant raw materials to be purchased by the Group from the Bao Ding Jiu Fu or its related companies to the Second Supplemental CCT Agreement will be on normal commercial terms, fair and reasonable, and not be less favourable to the Group than that to the independent third parties. Nevertheless, the Company should be fully responsible for implementing the Second Supplemental CCT Agreement in accordance with the terms thereof, the relevant requirements under the Listing Rules and the aforesaid internal practice executed by sourcing team of the Group. We disclaim any liabilities on any non-compliance with, and/or failure or ignorance of the Group and/or any parties involving in the transactions contemplated under the Second Supplemental CCT Agreement in implementing in accordance with, the terms of the Second Supplemental CCT Agreement, the Listing Rules and the aforesaid internal

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

practice. In addition, as evidenced by contracts between the Group and other independent suppliers for the period commencing on 19 February 2013 to 31 October 2013 (the “ Relevant Period ”), the credit period offered by existing independent suppliers of the Group were not more than 90 days. As such, we consider that the credit period of 90 days under the Second Supplemental CCT Agreement is on normal commercial terms, and fair and reasonable.

The Xianle First Purchase Caps and the Revised Annual Cap are set out below:

	Year ending 31	Year ending 31
	December 2013	December 2014
Xianle First Purchase Caps under the Xianle	RMB80.0 million	RMB146.0 million
Purchase Agreement I
Revised Annual Cap	RMB160.0 million	RMB146.0 million
Actual purchase amount under the Xianle	RMB78.5 million	–
Purchase Agreement I	(Note 1)

Note 1: The actual amount of the purchase of the Group from Bao Ding Jiu Fu or its related companies was for the period commenced on 19 February 2013 and ended on 31 October 2013

As disclosed in the Board’s Letter, the Revised Annual Cap for the transactions contemplated under the Xianle Purchase Agreement I are determined based on the (i) historical transaction amounts under the Xianle Purchase Agreement I between Bao Ding Jiu Fu and Zhejiang Xianle for the period commencing on 19 February 2013 to 31 October 2013; (ii) the increasing preliminary indication of quantities to be ordered by customers requiring purchase of raw materials; and (iii) the anticipated expansion of the Group’s business in line with the Group’s long term development strategy, all of which leads to the increase in the trading volume and transaction amount under the Xianle Purchase Agreement I.

According to the interim results of the Group for the six months ended 30 June 2013, we note that the unaudited turnover for the six months ended 30 June 2013 increased to HK$1,328.1 million, representing an increased by approximately 25.4% compared with the same period in previous year of HK$1,059 million and the unaudited profit for the period after tax for the six months ended 30 June 2013 increased to HK$37.7 million, representing an increased by approximately 11.2% compared with the same period in the previous year of HK$33.9 million. Furthermore, we also note that a new production plant of the Group in Jiangsu, the PRC was completed and production facilities were in a trial run commenced from 2nd quarter of 2013 and were in commercial-scale operation in 3rd quarter 2013. According to the Management, the increase of production capacities of the Group from its new production plant was not included in determining the Xianle First Purchase Caps under the Xianle Purchase Agreement I.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In relation to the actual amount and quantity of purchases by the Group from Bao Ding Jiu Fu or its related companies during the Relevant Period, we have obtained the inventory records (the “ Inventory Records ”) and the purchase records (the “ Purchase Records ”) from the Management regarding the quantity of pharmaceutical products manufactured by the Group with the actual purchase of raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu or its related companies, and the relevant inventory level during the Relevant Period. Based on the information provided, we noted that the Company recorded a total purchase of RMB78,546,579 (the “ Actual Purchased ”) as at 31 October 2013, representing approximately 98.2% of the Xianle First Purchase Caps, under the Xianle Purchase Agreement I. Accordingly, is the Group can only make purchase of RMB1,453,421, representing approximately 1.8% the Xianle First Purchase Caps under the Xianle Purchase Agreement I, for purchase of raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu or its related companies for the remaining two months ending 31 December 2013.

Having reviewed the Inventory Records, we note that approximately 96.4% of the quantity of raw material of the Actual Purchased was utilized in production of the Group during the Relevant Period and approximately 17.9% of the quantity of raw material of the Actual Purchased of the pharmaceutical raw materials was in the process of production with remaining of approximately 3.6% in stock as at 31 October 2013.

Having discussed with the Management, we are given to understand that the production cycle of pharmaceutical products is approximately three months from raw materials turning into final or ready-forsales products. In light of the above, the Group requires purchase of pharmaceutical raw materials from Bao Ding Jiu Fu or its related companies in advance to maintain its productions level of pharmaceutical products for the 1st quarter of year 2014.

Regarding the anticipated increase portion in the Revised Annual Cap as compared to the Xianle First Purchase Caps, the Company took into account the new sales contracts (the “ Sales Contracts ”), which were one-off transactions to the Company, committed by the Group for the sales of pharmaceutical products. We have obtained and reviewed the Sales Contracts, we noted that the Sales Contracts were entered in the months of October 2013 and November 2013. According to the terms of the Sales Contracts, the Group required to deliver the Group’s pharmaceutical products to purchasers in March 2014, April 2014 and May 2014. We are advised by the Company that in order for the Group to finish the pharmaceutical products as required by the purchasers, the Group will require approximately 18,500 kilogram of high purity steroid compounds and amino acids, which are chemicals that must be used in the production of steroid hormones from Bao Ding Jiu Fu in production. Based on the Sales Contracts, the aggregate amount of steroid hormones and intermediates to be purchased by the Group would be approximately 33.5% of the total quantity of purchase under the Relevant Period.

Save for the pharmaceutical raw materials required under the Sales Contracts, the Group will also require additional raw materials to fill up its inventory of steroid hormones and intermediates for production at satisfaction level determined by the Management. Given the low inventory level of steroid hormones and intermediates as at 31 October 2013 and the purchase orders made by the Company in the last three months, i.e. August 2013 to October 2013, in an aggregate of approximately 18,500 kilograms of steroid hormones and intermediates from Ding Jiu Fu or its related companies, the Group considers the additional purchase of pharmaceutical raw materials from Bao Ding Jiu Fu and its related companies of approximately RMB80 million under the Revised Annual Cap for the year ending 31 December 2013 is reasonable.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We are also advise by the Management that in determining the new orders to be placed by the Group for the year ending 31 December 2013, the Management also took into account the public holidays for Chinese New Year in the PRC which may lead to postponement of production of pharmaceutical products of the Group in the event that new sales contracts are to be committed by the Group before the year ending 31 December 2013 given the production cycle of the pharmaceutical products of the Group.

Having considered the (i) the Sales Contracts; (ii) the upward trends of the turnover of the Company; (iii) the new production plant and facilities of the Group; (iv) the necessary to stock up inventory of the Group for the production of pharmaceutical products for the next three months; and (v) low inventory level as at 31 October 2013, we consider that the estimation of the Revised Annual Cap for the year ending 31 December 2013 made by the Management is reasonable.

The Management of the Company estimated that the Revised Annual Cap for the year ending 31 December 2014 of RMB146 million under the Second Supplemental CCT Agreement shall remain unchanged. We have discussed with the Management and are given to understand that, save for the Sales Contracts, which were one-off transactions to the Company, the Group is unable to determine new sales orders of pharmaceutical products as well as the amount of additional steroid hormones and intermediates from Bao Ding Jiu Fu or its related companies in year of 2014. Hence, the management of the Company decided, for sake of prudence, not to revise the Xianle First Purchase Caps under the Xianle Purchase Agreement I for the year ending 31 December 2014 of RMB146 million as at the date of the Second Supplemental CCT Agreement. Based on the above, we concur with the estimation of the Revised Annual Cap for the year ending 31 December 2014 made by the management.

Having reviewed the estimation of the Revised Annual Cap which is calculated based on the estimated price and quantity of raw materials by breakdown of product types to be purchased by the Group from the Bao Ding Jiu Fu or its related companies (based on the intended production targets of the relevant pharmaceutical products of the Group for the two months ending 31 December 2013 and the year ending 31 December 2014 taking into account factors including the historical sales of such products and the preliminary estimation of quantities demand by customers and additional production lines of new production plant, and thus the corresponding demand for the pharmaceutical raw materials) and the production cycle for pharmaceutical intermediates, we consider that the Revised Annual Cap is estimated based on the demand of the relevant raw materials from the Bao Ding Jiu Fu or its related companies under the Second Supplemental CCT Agreement by the Group essential for production and to secure the sales of its medicine products, and fair and reasonable. We also consider that the entering into of the Second Supplemental CCT Agreement can enable the Group to enhance constant supply of raw materials, thus reducing its operation risks, in the ordinary and usual course of business of the Group.

Given (i) the Second Supplemental CCT Agreement is entered into in the ordinary and usual course of business of the Group; (ii) the pricing basis of the transactions contemplated thereunder will be made on an arm’s length basis in the ordinary and usual course of business and on normal commercial terms or are on terms not less favourable than those which will be paid by Zhejiang Xianle or its related companies to other independent third parties for the same and similar products (if any), the proper implementation of which shall be governed by Rule 14A.37 of the Listing Rule; and (iii) basis of estimation of the Revised Annual Cap as stated above, we consider that the terms of the Second Supplemental CCT Agreement (including the Revised Annual Cap) are on normal commercial terms, and fair and reasonable so far as the Company and Independent Shareholders are concerned.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the Second Supplemental CCT Agreement is entered into in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and the terms of the Second Supplemental CCT Agreement (including the Revised Annual Cap) are on normal commercial terms, fair and reasonable. As such, we advise the Independent Shareholder, and the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the relevant resolution(s) to approve the Second Supplemental CCT Agreement and the transactions contemplated thereunder (including the Revised Annual Cap) at the SGM.

Yours faithfully, For and on behalf of Nuada Limited Po Chan Executive Director

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests or short positions of the Directors and the chief executives of the Company in the Shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provision of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, were as follows:

Interests in Shares:

			Approximate
			percentage or
			attributable
	Number of		percentage of
Name of Director	the Shares held	Nature of interests	shareholding
			(%)
Shao Yan_(Note)_	2,220,000 (L)	Interest in spouse	0.11

(L) denotes long position

Note: Dr. Shao Yan is the spouse of Ms. Tian Wen Hong who is the holder of the above shares. By virtue of the SFO, Dr. Shao Yan shall be deemed to be interested in such 2,220,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.

GENERAL INFORMATION

APPENDIX

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

So far as is known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following persons (not being Directors or chief executive of the Company) had, or were deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

			Approximate
	Number or		percentage or
	attributable number		attributable
	of Shares held		percentage of
Name of Shareholder	or short positions	Nature of interests	shareholding
			(%)
Outwit	1,228,275,094(L)	Beneficial owner	62.60
Mr Hu_(Note 1)_	1,228,275,094(L)	Beneficial owner	62.60
Huang Gang City	RMB4,000,000 out	Beneficial shareholder	10.26
State-Owned Asset	of RMB38,990,000	of a member of
Operation Company	registered capital (L)	the Group
(黃岡市國有資產
經營公司)(Note 2)*
武漢大學資產經營	RMB12,300,000 out	Beneficial shareholder	24.60
投資管理有限	of RMB50,000,000	of a member of
責任公司(Wuhan	registered capital (L)	the Group
University Assets
Operation Investment
Management Limited*)
(Note 3)
武漢市蔬菜科學研究所	RMB921,006 out	Beneficial shareholder	16.05
(Wuhan City Vegetables	of RMB5,736,888	of a member of
Science Research	registered capital (L)	the Group
Institution)(Note 4)*
Mr Yang Li Xin_(Note 5)_	RMB1,020,000 out	Beneficial shareholder	51
	of RMB2,000,000	of an associated
	registered capital (L)	corporation of the
		Company

GENERAL INFORMATION

APPENDIX

			Approximate
	Number or		percentage or
	attributable number		attributable
	of Shares held		percentage of
Name of Shareholder	or short positions	Nature of interests	shareholding
			(%)
Mr Ye Bo_(Note 6)_	RMB1,800,000 out	Beneficial shareholder	18
	of RMB10,000,000	of a member of
	registered capital (L)	the Group
Ms Ye Jing Jing_(Note 7)_	RMB1,500,000 out	Beneficial shareholder	15
	of RMB10,000,000	of a member of
	registered capital (L)	the Group
黃石飛雲製藥有限公司	RMB5,000,000 out	Beneficial shareholder	40
(HuangShi Feiyun Pharmaceutical	of RMB125,000,000	of a member of
Company Limited )(Note 8)*	registered capital (L)	the Group
北京錕吾國際商業有限公司	RMB6,969,750 out	Beneficial shareholder	29.16
(Beijing Kun Wu International	of RMB23,901,750	of a member of
Business Limited)(Note 9)*	registered capital (L)	the Group
北京市櫻花制藥廠	RMB2,208,192 out	Beneficial shareholder of	28
(Beijing Kun Wu International	of RMB7,886,400	a member of
Business Limited_(Note 10)_	registered capital (L)	the Group

Notes:

These shares are held by Outwit, the entire issued share capital of which is wholly owned by Mr Hu.
Huang Gang City State-Owned Asset Operation Company (黃岡市國有資產經營公司*) established in the PRC, holds approximately 10.26% (i.e. RMB4,000,000out of RMB38,990,000 registered capital) in Hubei Grand Grand Fuchi Pharmaceutical and Chemical Company Limited.
武漢大學資產經營投資管理有限責任公司 (Wuhan University Assets Operation Investment Management Limited*) established in the PRC, holds approximately 24.60% (i.e. RMB12,300,000 out of RMB50,000,000 registered capital) in Wuhan Grand Hoyo Company Limited.
武漢市蔬菜科學研究所 (Wuhan City Vegetables Science Research Institution*) established in the PRC, holds approximately 16.05% (i.e. RMB921,006 out of RMB5,736,888 registered capital) in Wuhan Kernel Bio Tech Company Limited.
Mr Yang Li Xin holds approximately 51% (i.e. RMB1,020,000 out of RMB2,000,000 registered capital) in 陽新富新化工有限責任公司 (Yang Xin Fu Xin Chemical Limited*), an associated corporation of the Company.
Mr Ye Bo holds approximately 18% (i.e. RMB1,800,000 out of RMB10,000,000 registered capital) in Zhejiang Xianle.
Ms Ye Jing Jing holds approximately 15% (i.e. RMB1,500,000 out of RMB10,000,000 registered capital) in Zhejiang Xianle.
黃石飛雲製藥有限公司 (HuangShi Feiyun Pharmaceutical Company Limited*) established in the PRC, holds approximately 40% (i.e. RMB50,000,000 out of RMB125,000,000 registered capital) in Grand Pharmaceutical Huangshi Feiyun Company Limited.
北京錕吾國際商業有限公司 (Beijing Kun Wu International Business Limited) established in the PRC, holds approximately 29.16% (i.e. RMB6,969,750 out of RMB23,901,750 registered capital) in 北京汭藥科技有限公司 (Beijing Rui Yao Technology Limited).
北京市櫻花制藥廠 (Beijing Ying Hua Zhu Yao Chang) established in the PRC, holds approximately 28% (i.e. RMB2,208,192 out of RMB7,886,400 registered capital) in 北京華靳製藥有限公司 (Beijing Huajin Pharmaceutical Limited).

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, no other persons had, or were deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group. As at the Latest Practicable Date, so far as the Directors or chief executive of the Company is aware, none of the Directors is a director or employee of a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years immediately preceding the Latest Practicable Date which are or may be material:

the subscription agreement dated 14 February 2012 and entered into between the Company and 武漢英納威管理咨詢有限公司 (Wuhan Ying Na Wei Management Consultancy Limited[#] ) (the “ Ying Na Wei ”) in relation to the subscription of 41,240,000 new shares to be allotted and issued by the Company to Ying Na Wei at HK$0.333 per shares;
the acquisition agreement dated 14 February 2012 and entered into between China Grand (Hong Kong) Limited and Ying Na Wei in relation to the sale and purchase of 2.28% equity interest of 遠大醫藥（中國）有限公司 (Grand Pharmaceutical (China) Co., Limited) (“ Grand Pharm (China) ”) at a consideration of approximately RMB9,660,000 (equivalent to approximately HK$11,930,000);
the acquisition agreement dated 12 November 2012 and entered into between 湖北絲寶藥業有限公司 (Hubei C-Bons Pharmaceutical Co., Ltd[#] ) and Grand Pharm (China) in relation to the sale and purchase of the entire share capital of 湖北舒邦藥業有限公司 (Hubei Wellness Pharmaceutical Co. Ltd[#] ) at a consideration of RMB72,000,000;
the agreement (the “ Grand Pharm R&D Agreement I ”) dated 28 November 2012 and entered into between Grand Pharm (China) and 北京遠創易成醫藥科技有限公司 (Yuan Chuang Yi Cheng Pharmaceutical Technology Limited[#] ) (“ Yuan Chuang Yi Cheng ”) in respect of the provision of research and development services for Bosentan by Yuan Chuang Yi Cheng;
the agreement (the “ Grand Pharm R&D Agreement II ”) dated 28 November 2012 and entered into between Grand Pharm (China) and Yuan Chuang Yi Cheng in respect of the provision of research and development services for Trimetazidine by Yuan Chuang Yi Cheng;

APPENDIX

GENERAL INFORMATION

the agreement (the “ Grand Pharm R&D Agreement III ”) dated 28 November 2012 and entered into between Grand Pharm (China) and 武漢遠諾維盛醫藥科技有限公司 (Yuan Nuo Wei Sheng Pharmaceutical Technology Limited[#] ) (“ Yuan Nuo Wei Sheng ”) in respect of the provision of research and development services for Bimatoprost pharmaceutical raw material and Bimatoprost eyedrops by Yuan Nuo Wei Sheng;
the agreement (the “ Grand Pharm R&D Agreement IV ”) dated 28 November 2012 and entered into between Grand Pharm (China) and Yuan Chuang Yi Cheng in respect of the provision of research and development services for improvement of Metoprolol Tratrate tablets by Yuan Chuang Yi Cheng;
the Xianle Purchase Agreement I;
the agreement (the “ Xianle Purchase Agreement II ”) dated 28 November 2012 and entered into between Zhejiang Xianle and 鹽城信誼醫藥化工有限公司 (Yan Cheng Xin Yi Pharmaceutical Chemical Limited[#] ) (“ Yan Cheng Xin Yi ”) in respect of the purchase of raw materials for steroid hormones and intermediates from Yan Cheng Xin Yi;
the agreement (the “ Xianle Purchase Agreement III ”) dated 28 November 2012 and entered into between Zhejiang Xianle and Grand Group Corporation Limited (“ Grand Group Corporation ”) in respect of the purchase of raw materials for steroid hormones and intermediates from Grand Group Corporation;
the share transfer agreement dated 17 December 2012 and entered into between 武漢和勤艾管理咨詢有限公司 (Wuhan Heqinlove Consultation Management Co., Ltd.[#] ) and Wuhan State-Owned Assets Management Limited in relation to the sale and purchase of 20.26% of the entire equity interest in the registered and paid up capital of Grand Pharm (China) at a consideration of approximately RMB134.9 million;
the acquisition agreement dated 21 December 2012 and entered into between 武漢開元科技創業投資有限公司 (Wuhan KeyWin Venture Capital Co., Ltd[#] ) and 武漢和勤艾管理咨詢有限公司 (Wuhan Heqinlove Consultation Management Co., Ltd.[#] ) in relation to the sale and purchase of 3.39% of the entire equity interest in the registered and paid up capital of Grand Pharm (China) at a consideration of RMB20,064,000;
the supplemental agreement dated 21 December 2012 and entered into between Grand Pharm (China) and Yuan Chuang Yi Cheng to vary certain terms of the Grand Pharm R&D Agreement I;
the supplemental agreement dated 21 December 2012 and entered into between Grand Pharm (China) and Yuan Chuang Yi Cheng to vary certain terms of the Grand Pharm R&D Agreement II;
the supplemental agreement dated 21 December 2012 and entered into between Grand Pharm (China) and Yuan Nuo Wei Sheng to vary certain terms of the Grand Pharm R&D Agreement III;

GENERAL INFORMATION

APPENDIX

the supplemental agreement dated 21 December 2012 and entered into Zhejiang Xianle and Bao Ding Jiu Fu to vary certain terms of the Xianle Purchase Agreement I;
the supplemental agreement dated 21 December 2012 and entered into between Zhejiang Xianle and Yan Cheng Xin Yi to vary certain terms of the Xianle Purchase Agreement II;
the supplemental agreement dated 21 December 2012 and entered into between Zhejiang Xianle and Grand Group Corporation to vary certain terms of the Xianle Purchase Agreement III;
the joint venture agreement dated 22 February 2013 and entered into between 黃石飛雲製藥有限公司 (HuangShi Feiyun Pharmaceutical Company Limited[#] ) and Grand Pharm (China) in relation to the formation of an joint equity venture, namely 遠大醫藥黃石飛雲製藥有限公司 (Grand Pharmaceutical Huangshi Feiyun Company Limited[#] );
the agreement dated 16 July 2013 and entered into between Grand Pharm (China), 北京錕吾國際商業有限公司 (Beijing Kun Wu International Business Limited[#] ) and 北京汭藥科技有限公司 (Beijing Rui Yao Technology Limited[#] ) (“ Rui Yao ”) in relation to the acquisition of approximately 70.84% equity interests in Rui Yao at a consideration of RMB35,777,800; and
the Second Supplemental CCT Agreement.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. INTERESTS IN ASSETS, CONTRACTS OR ARRANGEMENT

As at the Latest Practicable Date, none of the Directors, proposed directors and Nuada Limited has, or had had, any direct or indirect interest in any assets which had been or are proposed to be acquired, disposed of by or leased to, any member of the Group since 31 December 2012, the date to which the latest published audited financial statements of the Company were made up. None of the Directors is materially interested in any contract or arrangement subsisting at the Latest Practicable Date which is significant in relation to the business of the Group.

GENERAL INFORMATION

APPENDIX

6. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinions or advice which are contained in this circular:

Name

Qualifications

Nuada Limited A licensed corporation under the SFO to conduct type 6 (advising on corporate finance regulated activity)

Nuada Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and report and references to its name in the form and context in which it appears.

As at the Latest Practicable Date, Nuada Limited did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

7. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was involved in any litigation or arbitration of material importance and no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

8. MATERIAL ADVERSE CHANGE

The Directors are not aware of any circumstances or events that may give rise to a material adverse change in the financial or trading position of the Group since 31 December 2012, being the date of which the latest audited financial statement of the Group were made up.

9. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or proposed directors or substantial Shareholder or any of their respective associates has any interest in business which competes with or may compete with the business of the Group or has any other conflict of interests which any person has or may have with the Group.

10. MISCELLANEOUS

(a) There is no contract or arrangement entered into by any member of the Group subsisting at the date of this circular in which any Director is materially interested and which is significant to the business of the Group.
(b) The English text of this circular and the accompanying form of proxy shall prevail over their respective texts in case of inconsistency.

GENERAL INFORMATION

APPENDIX

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours on any weekday (except for public holidays) at the head office and principal place of business of the Company in Hong Kong at Unit 3302, The Centre, 99 Queen’s Road Central, Hong Kong:

(a) the Xianle Purchase Agreement I;
(b) the Second Supplemental CCT Agreement;
(c) the memorandum of association and bye-laws of the Company;
(d) the material contracts as referred to in the paragraph headed “Material contracts” in this appendix;
(e) the written consent referred to in the paragraph headed “Expert and Consent” in this appendix;
(f) the letter from the Independent Board Committee, the text of which is set out on page 12 in this circular; and
(g) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 13 to 20 in this circular.

NOTICE OF THE SGM

==> picture [119 x 52] intentionally omitted <==

**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: 00512)

NOTICE OF THE SGM

NOTICE IS HEREBY GIVEN that the Special General Meeting (the “ SGM ”) of China Grand Pharmaceutical and Healthcare Holdings Limited (the “ Company ”) will be held at Unit 3302, The Centre, 99 Queen’s Road Central, Hong Kong on Monday, 23 December 2013 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT
(a) the purchase agreement (the “ Xianle Purchase Agreement I ”) dated 28 November 2012 (as supplemented by a supplemental agreement dated 21 December 2012 and a second supplemental agreement dated 17 November 2013) and entered into between 保定九孚生化有限公司 (Bao Ding Jiu Fu Bio-chemical Limited[#] ) (“ Bao Ding Jiu Fu ”) as supplier and Zhejiang Xianju Xianle Pharmaceutical Company Limited (“ Zhejiang Xianle ”) as customer in respect of the purchase of raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu (a copy of which has been produced to the SGM marked “A” and initialed by the Chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b) the annual cap for the transactions contemplated under the Xianle Purchase Agreement I commencing from the date falling upon the passing of this resolution until 31 December 2013 be and are hereby approved; and
(c) any one or more of the Directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents for the purpose of, or in connection with, the implementation of and giving effect to the Xianle Purchase Agreement I and the transactions contemplated thereunder and of administrative nature which he/they consider necessary, desirable or expedient.”

By order of the Board

China Grand Pharmaceutical and Healthcare Holdings Limited Liu Chengwei Chairman

Hong Kong, 5 December 2013

For identification purpose only

NOTICE OF THE SGM

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: Unit 3302, The Centre, 99 Queen’s Road Central, Hong Kong

Notes:

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.
The register of members will be closed from Friday, 20 December 2013 to Monday, 23 December 2013, both days inclusive, during which period no transfer of shares can be registered. In order to vote and attend the Special General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 19 December 2013.
To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed or a 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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.
Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Special General Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises four executive Directors, namely Mr. Liu Chengwei, Mr. Hu Bo, Dr. Shao Yan and Dr. Zhang Ji and three independent non-executive Directors, namely Ms. So Tosi Wan, Winnie, Mr. Lo Kai Lawrence and Dr. Pei Geng.

AI assistant

Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2013

49262_rns_2013-12-04_79a4f751-0888-428d-9946-7e84139af981.pdf

China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]

CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

The English transliteration of the Chinese name(s) in this circular, where indicated, is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).

China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]

CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

RELATIONSHIPS BETWEEN THE PARTIES

LETTER FROM THE BOARD

CONTINUING CONNECTED TRANSACTIONS

LETTER FROM THE BOARD

CONDITIONS PRECEDENT

THE REVISED ANNUAL CAP

LETTER FROM THE BOARD

INFORMATION ABOUT THE GROUP

REASONS FOR ENTERING INTO THE CONTINUING CONNECTED TRANSACTIONS

IMPLICATIONS UNDER THE LISTING RULES

SGM

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]

CONTINUING CONNECTED TRANSACTIONS

Yours faithfully, Independent Board Committee of

China Grand Pharmaceutical and Healthcare Holdings Limited

So Tosi Wan, Winnie

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

PRINCIPAL FACTORS CONSIDERED

Background and reasons for entering into the Second Supplemental CCT Agreement

Principal terms of the Second Supplemental CCT Agreement

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests and short positions in the securities of the Company and its associated corporations

Interests in Shares:

APPENDIX

APPENDIX

APPENDIX

3. MATERIAL CONTRACTS

APPENDIX

GENERAL INFORMATION

4. DIRECTORS’ SERVICE CONTRACTS

5. INTERESTS IN ASSETS, CONTRACTS OR ARRANGEMENT

6. EXPERT AND CONSENT

Qualifications

7. LITIGATION

8. MATERIAL ADVERSE CHANGE

9. COMPETING INTERESTS

10. MISCELLANEOUS

11. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF THE SGM

China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]

NOTICE OF THE SGM

ORDINARY RESOLUTION

NOTICE OF THE SGM

More from Grand Pharmaceutical Group Limited

Grand Pharmaceutical Group Limited Proxy Solicitation & Information Statement 2013

**China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]**

**China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]**

**China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]**

**China Grand Pharmaceutical and Healthcare Holdings Limited 遠大醫藥健康控股有限公司[*]**