Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2013

Jan 28, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

( Incorporated in Bermuda with limited liability)

(Stock Code: 00512)

NOTICE OF 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 Tuesday, 19 February 2013 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the following resolutions with or without amendments as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

• (a) the R&D agreement (the “ Grand Pharm R&D Agreement I ”) dated 28 November 2012 and entered into between 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 ”) as supplier and Grand Pharm (China) Limited ( “ Grand Pharm (China) ”) as customer in respect of the provision of research and development services for Bosentan by Yuan Chuang Yi Cheng (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 caps for the transactions contemplated under the Grand Pharm R&D Agreement I as stated in the Circular for the two years ending 31 December 2014 be and are hereby approved; and

• (c) any one or more of the directors (the “ Directors ”) of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving

effect to the Grand Pharm R&D Agreement I and the transactions contemplated thereunder.”

2. “ THAT

• (a) the R&D agreement (the “ Grand Pharm R&D Agreement II ”) dated 28 November 2012 and entered into between Yuan Chuang Yi Cheng as supplier and Grand Pharm (China) as customer in respect of the provision of research and development services for Trimetazidine by Yuan Chuang Yi Cheng (a copy of which has been produced to the SGM marked “B” 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 caps for the transactions contemplated under the Grand Pharm R&D Agreement II as stated in the Circular for the two years ending 31 December 2014 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 which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Grand Pharm R&D Agreement II and the transactions contemplated thereunder.”

3. “ THAT

• (a) the R&D agreement (the “ Grand Pharm R&D Agreement III ”) dated 28 November 2012 and entered into between 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 ”) as supplier and Grand Pharm (China) as customer in respect of the provision of research and development services for Bimatoprost pharmaceutical raw material and Bimatoprost eyedrops by Yuan Nuo Wei Sheng (a copy of which has been produced to the SGM marked “C” 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 caps for the transactions contemplated under the Grand Pharm R&D Agreement III as stated in the Circular for the two years ending 31 December 2014 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 which he/they consider necessary, desirable or expedient for the purpose

of, or in connection with, the implementation of and giving effect to the Grand Pharm R&D Agreement III and the transactions contemplated thereunder.”

4. “ THAT

• (a) the supply agreement (the “ Grand Pharm Supply Agreement ”) dated 28 November 2012 and entered into between Grand Pharm (China) as supplier and Huadong Medicine Co., Ltd. (“ Huadong Medicine ”) as customer in respect of the supply pharmaceutical preparations, raw materials and technologies to Huadong Medicine (a copy of which has been produced to the SGM marked “D” 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 caps for the transactions contemplated under the Grand Pharm Supply Agreement as stated in the Circular for the two years ending 31 December 2014 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 which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Grand Pharm Supply Agreement and the transactions contemplated thereunder.”

5. “ THAT

• (a) the purchase agreement (the “ Xianle Purchase Agreement I ”) dated 28 November 2012 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 raw materials for steroid hormones and intermediates from Bao Ding Jiu Fu (a copy of which has been produced to the SGM marked “E” 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 caps for the transactions contemplated under the Xianle Purchase Agreement I as stated in the Circular for the two years ending 31 December 2014 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 which he/they consider necessary, desirable or expedient 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.”

6. “ THAT

• (a) the purchase agreement (the “ Xianle Purchase Agreement II ”) dated 28 November 2012 and entered into between 鹽城信誼醫藥化工有限公司 (Yan Cheng Xin Yi Pharmaceutical Chemical Limited#) (“ Yan Cheng Xin Yi ”) as supplier and Zhejiang Xianle as customer in respect of the purchase raw materials for steroid hormones and intermediates from Yan Cheng Xin Yi (a copy of which has been produced to the SGM marked “F” 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 caps for the transactions contemplated under the Xianle Purchase Agreement II as stated in the Circular for the two years ending 31 December 2014 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 which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Xianle Purchase Agreement II and the transactions contemplated thereunder.”

7. “ THAT

• (a) the purchase agreement (the “ Xianle Purchase Agreement III ”) dated 28 November 2012 and entered into between Grand Group Corporation Limited (“ Grand Group Corporation ”) as supplier and Zhejiang Xianle as customer in respect of the purchase raw materials for steroid hormones and intermediates from Grand Group Corporation (a copy of which has been produced to the SGM marked “G” 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 caps for the transactions contemplated under the Xianle Purchase Agreement III as stated in the Circular for the two years ending 31 December 2014 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 which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Xianle Purchase Agreement III and the transactions contemplated thereunder.”

8. “ THAT

the resignation of SHINEWING (HK) CPA Limited be and is hereby approved and HLB Hodgson Impey Cheng Limited be and is hereby appointed as auditors of the Company and its subsidiaries to fill the vacancy created by the resignation of SHINEWING (HK) CPA Limited and to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be authorised to fix their remuneration.”

By order of the Board China Grand Pharmaceutical and Healthcare Holdings Limited Liu Chengwei Chairman

Hong Kong, 28 January 2013

Registered office: Principal place of business in Hong Kong: Clarendon House Unit 3302, The Centre, 2 Church Street 99 Queen’s Road Central, Hamilton HM11 Hong Kong Bermuda

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. The register of members will be closed from Friday, 15 February 2013 to Tuesday, 19 February 2013, both days inclusive, during which period no transfer of shares can be registered. In order to qualify the proposed final dividend to be approved at the Special General Meeting and attending 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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 14 February 2013.

3. 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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. 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.

5. 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 announcement, 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.

• For identification purpose only.