Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2017

Nov 24, 2017

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 SPECIAL GENERAL MEETING

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 Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 13 December 2017 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

2. (a) the supply agreement (the “ Huadong Medicine Supply Agreement ”) dated 30 October 2017 entered into between Grand Pharmaceutical (China) Company Limited[#] (“ Grand Pharm (China) ”) as supplier and Huadong Medicine Co., Ltd.[#] (“ Huadong Medicine ”) as purchaser in respect of the supply of pharmaceutical preparations, raw materials and related services to Huadong Medicine or its related companies by Grand Pharm (China) or its related companies (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;

3. (b) the annual caps for the transactions contemplated under the Huadong Medicine Supply Agreement as stated in the circular of the Company dated 27 November 2017 for the three years ending 31 December 2019 be and are hereby approved; and

• For identification purpose only

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• (c) any one or more of the Directors of the Company be and is/are hereby authorised 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 Huadong Medicine Supply Agreement and the transactions contemplated thereunder.”

• “ THAT

• (a) the supply agreement (the “ China Grand Supply Agreement ”) dated 30 October 2017 entered into between Grand Pharm (China) as supplier and China Grand Enterprises Incorporation[#] (“ China Grand ”) as purchaser in respect of the supply of pharmaceutical preparations, raw materials and related services to China Grand or its related companies by Grand Pharm (China) or its related companies (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 China Grand Supply Agreement as stated in the circular of the Company dated 27 November 2017 for each of the periods commencing on the effective date of the China Grand Supply Agreement and ending 31 December 2017 and the two years ending 31 December 2019 be and are hereby approved; and

• (c) any one or more of the Directors of the Company be and is/are hereby authorised 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 China Grand Supply Agreement and the transactions contemplated thereunder.”

By order of the Board

China Grand Pharmaceutical and Healthcare Holdings Limited Liu Chengwei Chairman

Hong Kong, 27 November 2017

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

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

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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 Monday, 11 December 2017 to Wednesday, 13 December 2017, both days inclusive, during which no transfer of shares can be registered. In order to qualify to attend the SGM, 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, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 8 December 2017.

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, 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.

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 SGM 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 Niu Zhanqui; and three independent non-executive Directors, namely Ms So Tosi Wan, Winnie, Mr Lo Kai Lawrence and Dr Pei Geng.

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

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