Kingworld Medicines Group Limited — Proxy Solicitation & Information Statement 2014

Nov 17, 2014

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Second form of proxy for use by shareholders at the extraordinary general meeting to be held on Friday, 5 December 2014 at 10:00 a.m. (and any adjournment thereof)

I/We[(note][1)] of being the registered holder(s) of[(note][2)] shares of HK$0.10 each in the capital of Kingworld Medicines Group Limited (the “ Company ”) hereby appoint the chairman of the extraordinary general meeting (the “ EGM ”) of the Company or

of

to act as my/our proxy(ies)[(note][3)] at the EGM to be held at the 3rd Floor, Crowne Plaza Hotel & Suites Landmark Shenzhen, No. 3018 Nanhu Road, Luohu District, Shenzhen, the PRC on Friday, 5 December 2014 at 10:00 a.m. or any adjournment thereof and to vote at such meeting or any adjournment thereof in respect of the resolutions set out in the revised notice of the EGM (the “ Notice ”) as hereunder indicated on my/our behalf, or if no such indication is given, as my/our proxy(ies) thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast.[(note][4)]

		ORDINARY RESOLUTION#	FOR	AGAINST
	THAT:
	(a)	theSubscription AgreemententeredintobetweentheCompanyandthe
		Subscriber pursuant to which Company has conditionally agreed to issue and the
		Subscriber has conditionally agreed to subscribe for the Convertible Bond in an
		aggregate principal amount of HK$133,837,500 subject to the terms and
		conditions thereof, be and is hereby approved, confirmed and ratified, and all the
		transactions contemplated under the Subscription Agreement be and are hereby
		approved, confirmed and ratified and that the Board be and is hereby authorised
		to make changes or amendments to the Subscription Agreement as it may in its
		absolute discretion think fit, a copy of which is produced to the meeting marked
		“A” and initialled by the Chairman of the EGM for the purpose of identification;
	(b)	the Board be and is hereby granted a specific mandate for the allotment and issue
		of the Convertible Bond to the Subscriber or its Designated Party(ies) and the
		Conversion Shares to the Subscriber or its Designated Party(ies) or other
		Bondholder upon an exercise of the Conversion Rights; and
	(c)	any director of the Company be and is hereby authorised to do such acts and
		things, to sign and execute all such further documents (and in case of execution
		of documents under seal, to do so by any two directors of the Company or any
		two persons appointed by the board of directors of the Company for that purpose)
		and to take such steps as he/she may consider necessary, appropriate, desirable
		or expedient to give effect to or in connection with the Subscription Agreement
		and all transactions contemplated thereunder and all other matters incidental
		thereto or in connection therewith, and to agree to and make such variations,
		amendments or waivers of any of the matters relating thereto or in connection
		therewith.

Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the circular of the Company dated 14 November 2014 (the “ Circular ”).

(notes 5 to 9)

Shareholder’s signature:

Date:

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS . The names of all joint registered holders should be stated.

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

3. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the EGM as your proxy, please delete the words “the chairman of the extraordinary general meeting (the “ EGM ”) of the Company or” and insert the name and address of the person appointed as your proxy in the space provided. A member of the Company entitled to attend and vote at the EGM is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

4. If you wish to vote for any of the resolutions set out above, please tick (“�”) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (“�”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those set out in the revised notice convening the EGM.

5. In the case of joint registered holders of any Share, this form of proxy may be signed by any joint registered holder, but if more than one joint registered holder is present at the EGM, whether in person or by proxy, then one of the joint registered holders whose name stands first on the register of members in respect of the relevant jointly registered share shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. To be valid, this form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited (“ Branch Registrar ”) at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof.

8. Completion and return of this proxy form will not preclude a member from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this proxy form should be initialled by the person who signs the proxy form.

10. IMPORTANT : A Shareholder who has not yet lodged the form of proxy accompanying the Circular (the “ First Form of Proxy ”) with the Branch Registrar is requested to lodge this proxy form (the “ Second Form of Proxy ”) if he/she wishes to appoint proxy(ies) to attend the EGM on his/her behalf. In this case, the First Form of Proxy should not be lodged with the Branch Registrar. A Shareholder who has already lodged the First Form of Proxy with the Branch Registrar should note that:

• (a) If no Second Form of Proxy is lodged with the Branch Registrar, the First Form of Proxy will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution(s) properly put to the EGM other than those referred to in the notice accompanying the Circular (the “ Original Notice of EGM ”) and the First Form of Proxy. For the avoidance of doubt, the resolutions contained in the First Form of Proxy remain the same as those contained in the Second Form of Proxy.

• (b) If the Second Form of Proxy is lodged with the Branch Registrar before 4:30 p.m. on Tuesday, 2 December 2014, the Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her. The Second Form of Proxy will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

• (c) If the Second Form of Proxy is lodged with the Branch Registrar after 4:30 p.m. on Tuesday, 2 December 2014, the Second Form of Proxy will be invalid. However, it will revoke the First Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Form of Proxy or the Second Form of Proxy) will not be counted in any poll which will be taken on a proposed resolutions. Accordingly, Shareholders are advised not to lodge the Second Form of Proxy after 4:30 p.m. on Tuesday, 2 December 2014. If such Shareholders wish to vote at the EGM, they will have to attend in person and vote at the EGM themselves.

1. Shareholders are advised to read the Circular and the Original Notice of EGM, which contain information concerning the resolutions proposed in the Notice, which remain the same as those contained in the Original Notice of EGM.