Kingworld Medicines Group Limited — Proxy Solicitation & Information Statement 2014

Nov 13, 2014

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Form of proxy for use by shareholders at the extraordinary general meeting to be held on Saturday, 29 November 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,or any LuohuadjournmentDistrict,thereofShenzhen,in respectthe PRCof theonresolutionsSaturday, 29setNovemberout in the notice2014 atof10:00the EGMa.m. (theor any“ Notice adjournment”) as hereunderthereof indicatedand to voteonatmy/oursuch meetingbehalf, 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	FOR	AGAINST	AGAINST
	THAT:
	(a)	the Subscription Agreement entered into between the Company and the 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.

Shareholder’s signature:

(notes 5 to 9)

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“the chairmanneed notof thebe aextraordinarymember of thegeneralCompany.meetingIf you(thewish“ EGM to appoint”) of thesomeCompanypersonor”otherandthaninsertthe thechairmanname andof theaddressEGM ofas theyourpersonproxy,appointedplease deleteas yourthe wordsproxy 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 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 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.