Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2018

Jul 11, 2018

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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

For the special general meeting to be held on Tuesday, 31 July 2018 or any adjournment thereof

I/We [(Note 1)] of being the registered holder(s) of [(Note 2)] ordinary shares of HK$0.01 each in the capital of China Grand Pharmaceutical and Healthcare Holdings Limited (the “ Company ”), HEREBY APPOINT the chairman of the Meeting or [(Note 3)] or failing him/her of as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company (the “ Meeting ”) to be held at Unit 3302, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 31 July 2018 at 11:00 a.m. and at any adjournment thereof in respect of the resolutions as indicated below (Note 4) or, if no such indication is given, as my/our proxy thinks 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 12 July 2018.

	ORDINARY RESOLUTIONS (Note 5)	FOR	AGAINST
1.	To grant the Consideration Shares Specific Mandate to the Directors, and to authorise any one of the Directors to do all things necessary for implementation of the aforesaid.
2.	(a) To approve and confirm the subscription of the Subscription Shares as contemplated in the Subscription Agreement.
	(b) To approve, confirm and ratify the execution and delivery of the Subscription Agreement.
	(c) To approve and confirm the allotment and issue of the Subscription Shares pursuant to the terms of the Subscription Agreement, credited as fully paid.
	(d) To grant the Subscription Shares Specific Mandate to the Directors.
	(e) To authorise any one of the Directors to do all things necessary for implementation of the aforesaid.

Dated this

day of 2018 Signature:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, strike out “the chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

4. If you wish to vote for a resolution, place a tick “✓” in the column marked “ For ”. If you wish to vote against a resolution, place a tick “✓” in the column marked “ Against ”. If no indication is given, the proxy will vote or abstain at his/her discretion.

5. The full text of the resolutions is set out in the notice of the Meeting dated 12 July 2018.

6. Corporations must execute this proxy form under common seal or under the hand of an attorney or a duly authorised officer. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.

7. To be valid, this proxy form, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney, must be deposited at the Company’s branch 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 adjournment thereof.

8. Completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting if you so wish.

9. For identification purpose only