Grand Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2021

Sep 13, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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 Thursday, 30 September 2021 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions with or without amendments as ordinary resolution or special resolution (as the case may be) of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the Supplemental Baoding Jiufu Purchase Agreement (as defined and described in the circular of the Company dated 13 September 2021 (the ‘‘Circular’’), a copy of the Circular marked ‘‘A’’ together with a copy of the Supplemental Baoding Jiufu Purchase Agreement marked ‘‘B’’ are tabled before the Meeting and initialed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder as set out in the Circular be and are hereby approved, ratified and confirmed;

• (b) 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 be and are hereby approved; and

• (c) any one or more of the directors (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 Supplemental Baoding Jiufu Purchase Agreement and the transactions contemplated thereunder.’’

• For identification purposes only

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SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the necessary approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ‘‘China Grand Pharmaceutical and Healthcare Holdings Limited’’ to ‘‘Grand Pharmaceutical Group Limited’’ and the Chinese name of ‘‘遠大 醫藥 集 團 有限公司’’ be adopted 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 that any one director of the Company be and is hereby authorised 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.’’

By order of the Board China Grand Pharmaceutical and Healthcare Holdings Limited Dr. Tang Weikun Chairman

Hong Kong, 13 September 2021

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

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, 27 September 2021 to Thursday, 30 September 2021, both days inclusive, during which period no transfer of shares can be registered. In order 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, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 24 September 2021.

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 Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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 Special General Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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1. The resolutions as set out above will be determined by way of a poll.

PRECAUTIONARY MEASURES FOR THE SGM

Please see page ii of the Circular for measures being taken to try to prevent and control the spread of the Coronavirus at the SGM, including:

• . compulsory temperature check and health declaration

• . mandatory wearing of face mask

• . prohibit attendance at the SGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance

• . prohibit attendance at the SGM if the attendee is subject to any prescribed quarantine by the Hong Kong Government or has close contact with any person under quarantine

• . no distribution of corporate gift and/or refreshments served at the SGM

Any person who does not comply with these precautionary measures may be denied entry into the SGM venue. The Company encourages attendees (even without flu-like symptoms) to wear surgical masks and reminds Shareholders that they may vote by proxy or appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the SGM as an alternative to attending the SGM in person.

As at the date of this notice, the Board comprises four executive directors, namely, Dr. Tang Weikun, Dr. Shao Yan, Dr. Niu Zhanqi and Dr. Shi Lin and three independent nonexecutive directors, namely, Ms. So Tosi Wan, Winnie, Dr. Pei Geng and Mr. Hu Yebi.

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