Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2018

Jul 11, 2018

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 Tuesday, 31 July 2018 at 11:00 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 subject to the fulfilment of the terms and conditions set out in the acquisition agreement dated 24 May 2018 entered into between the Company, GL Saino Investment Limited (the “ Vendor ”) and Taiwan Tung Yang International Company Limited (台灣東洋國際股份有限公司) (the “ Target Company ”) in relation to the acquisition of 100% of the issued shares of the Target Company by the Company from the Vendor (the “ Acquisition Agreement ”, a copy of which is marked “A” and initialed by the chairman of the meeting for the purpose of identification):

2. (a) the directors of the Company (the “ Director(s) ”) be and are hereby granted a specific mandate for the issue and allotment of 181,069,959 new shares of the Company (the “ Consideration Shares ”) at the issue price of HK$4.20 per Consideration Share (the “ Consideration Shares Specific Mandate ”) to satisfy part of the consideration payable by the Company to the Vendor pursuant to the Acquisition Agreement. The Consideration Shares Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and

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• (b) any one of the Directors be and are hereby authorised to execute all documents and to do all such things and take all such other steps which, in his/her opinion, may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Consideration Shares Specific Mandate and/or the issue and allotment of the Consideration Shares and to agree to such variation, amendment or waiver in relation thereto which are, in the opinion of the Directors, in the interest of the Company.”

• “ THAT

• (a) the subscription of 228,148,148 new ordinary shares of HK$0.01 each in the share capital of the Company (the “ Subscription Shares ”) at the issue price of HK$5.00 per Subscription Share as contemplated in the subscription agreement (the “ Subscription Agreement ”) dated 24 May 2018 and entered into between the Company and Shanghai China Grand Asset Finance Investment Management Co., Limited (上海遠大產融投資管理有限公司) (a copy of the Subscription Agreement having been produced to the meeting and marked “B” and initialed by the chairman of the meeting for the purpose of identification) be and are hereby approved and confirmed;

• (b) the execution and delivery of the Subscription Agreement by the Company be and is hereby approved, confirmed and ratified;

• (c) the allotment and issue of the Subscription Shares pursuant to the terms of the Subscription Agreement, credited as fully paid, be and are hereby approved and confirmed;

• (d) the Directors be and are hereby granted a specific mandate to allot and issue such number of the Subscription Shares (the “ Subscription Shares Specific Mandate ”) subject to and upon the terms and conditions as set out in the Subscription Agreement. The Subscription Shares Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and

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• (e) any one of the Directors be and are hereby authorised to execute all documents and to do all such things and take all such other steps which, in his/her opinion, may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated in and for completion of the Subscription Agreement, including but not limited to the issue and allotment of the Subscription Shares and to agree to such variation, amendment or waiver in relation thereto which are, in the opinion of the Directors, in the interest of the Company.”

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

Hong Kong, 12 July 2018

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

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 Thursday, 26 July 2018 to Tuesday, 31 July 2018, 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, Hong Kong no later than 4:30 p.m. on Wednesday, 25 July 2018.

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, 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.

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1. 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.

2. The ordinary resolutions set out in this notice will be taken by poll.

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 Niu Zhanqi; and two independent non-executive Directors, namely Ms So Tosi Wan, Winnie and Dr Pei Geng.

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