Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2021

Sep 13, 2021

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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 30 September 2021 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)]

of 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 30 September 2021 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.

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ORDINARY RESOLUTION [(Note] [5)] FOR AGAINST
(a) To approve, ratify and confirm the Supplemental Baoding Jiufu Agreement (as defined
in the circular of the Company dated 13 September 2021) (the ‘‘Circular’’) and the
transactions contemplated thereunder.
(b) To approve the Revised Annual Caps as defined and described in the Circular in respect
of the consideration payable under the Supplemental Baoding Jiufu Purchase Agreement
for each of the two years ending 31 December 2022.
(c) To authorise any one of more of the directors of the Company 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 Supplemental Baoding Jiufu Purchase Agreement and the transactions
contemplated thereunder.
SPECIAL RESOLUTION [(Note] [5)] FOR AGAINST
Subject to and conditional upon the necessary approval of the Registrar of Companies in
Bermuda being obtained, to change the English name of the Company from ‘‘China Grand
Pharmaceutical and Healthcare Holdings Limited’’ to ‘‘Grand Pharmaceutical Group Limited’’
and to adopt the Chinese name of ‘‘遠大醫藥集團有限公司’’ as the secondary name of the
Company in Chinese with effect from the date of entry of the new English name and secondary
name of the Company in Chinese on the register maintained by the Registrar of Companies in
Bermuda, and to authorise any one director of the Company to do all things and acts and sign
all documents as they may consider necessary, desirable or expedient to implement and/or give
effect to any matters relating to or in connection with the aforesaid change of Company name.
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Dated this day of 2021 Signature:
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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 ‘‘P’’ in the column marked ‘‘For’’. If you wish to vote against a resolution, place a tick ‘‘P’’ 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 13 September 2021.

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 Shops 1712–1716, 17th 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