Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2017

Nov 24, 2017

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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)

PROXY FORM

Form of proxy for use by the shareholders of China Grand Pharmaceutical and Healthcare Holdings Limited (the “Company”) at the special general meeting (the “Meeting”) of the Company to be held at Unit 3302, The Center, 99 Queen’s Road Central, Central, Hong Kong on Wednesday, 13 December 2017 at 10:30 a.m. (or at any adjournment thereof).

I/We [(note a)] of being the registered holder(s) of [(note b) ] ordinary shares (the “ Shares ”) of HK$0.01 each in the share capital of the Company hereby appoint the chairman (the “ Chairman ”) of the Meeting or of or failing him/her of

as my/our proxy to attend and vote for me/us on my/our behalf [(note c)] at the Meeting to be held at Unit 3302, The Center, 99 Queen’s Road Central, Central, Hong Kong on Wednesday, 13 December 2017 at 10:30 a.m. or at any adjournment thereof and to vote on my/our behalf as directed below, or if no such indication is given, as my/our proxy think fit.

Capitalised terms used in this form of proxy shall, unless the context requires otherwise, have the same meanings as those defined in the circular of the Company dated 27 November 2017.

Please make a mark in the appropriate box to indicate how you wish your vote(s) to be cast [(note d)] .

Ordinary Resolutions	Ordinary Resolutions	For	Against
1.	To approve, confirm and ratify the Huadong Medicine Supply Agreement and the annual caps for the transactions contemplated thereunder, and to authorise any one or more of the Directors to do all things necessary for implementation of the aforesaid.
2.	To approve, confirm and ratify the China Grand Supply Agreement and the annual caps for the transactions contemplated thereunder, and to authorise any one or more of the Directors to do all things necessary for implementation of the aforesaid.

Dated the day of 2017

Shareholder’s signature

[(notes e, f, g, h and i)]

Notes:

• a Please insert full name(s) and address(es) in BLOCK CAPITALS .

• b Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

• c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words "the Chairman of the Meeting or" and insert the name and address of that other person appointed in the space provided.

• d If you wish to vote for the resolution set out above, please tick (“✓”) the box marked “ For ”. If you wish to vote against the resolution, please tick (“✓”) the box marked “ Against ”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution(s) properly put to the Meeting other than those set out in the notice convening the Meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f This form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or signed by a duly authorised officer or attorney.

• g In order to be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 48 hours before the time of the Meeting or any adjournment thereof.

• h Any alteration made to this form of proxy must be initialed by the person who signs the form.

• i. Completion and return of this proxy form will not preclude you from attending in person and voting at the Meeting. In such event, this proxy form submitted shall be deemed to be revoked.

• For identification purpose only