PegBio Co., Ltd. — Proxy Solicitation & Information Statement 2012

Sep 27, 2012

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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BEIJING YU SHENG TANG PHARMACEUTICAL GROUP LIMITED 北京御生堂藥業集團有限公司[*] (Incorporated in Bermuda with limited liability) (Stock Code: 1141)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Beijing Yu Sheng Tang Pharmaceutical Group Limited (the “Company”) will be held at Plaza 1 and 2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 22 October 2012 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTION

1. “ THAT

2. (A) the conditional sale and purchase agreement dated 7 September 2012 (the “S&P Agreement”) entered into between Able Market Profits Limited (the “Vendor”), a direct wholly-owned subsidiary of the Company, as vendor and Victory Land Investments Limited as purchaser (a copy of which has been produced to the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification) in relation to, among other matters, the sale and purchase of the entire issued share capital of Poly Fortune Enterprises Limited (the “Disposal Company”) and the loans owing by the Disposal Company and its subsidiaries to the Vendor and the Company as at the date of completion at an aggregate consideration of HK$100,000,000 and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

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• (B) any one or more of the directors of the Company (the “Directors”) be and is/are hereby authorised to execute such all other documents, to do all other acts and things and take such action as may in the opinion of the Director(s) be necessary, desirable or expedient to implement and give effect to the S&P Agreement and any other transactions contemplated under the S&P Agreement.”

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained:

2. (A) the English name of the Company be changed from “Beijing Yu Sheng Tang Pharmaceutical Group Limited” to “Poly Capital Holdings Limited”; and

3. (B) upon the Resolution numbered 2(A) above becoming effective, “保興資本控 股有限公司” be adopted in replacement of “北京御生堂藥業集團有限公司” as the Chinese name of the Company for identification purpose,

and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he or she considers necessary or expedient in connection with or to give effect to such change of names of the Company.”

By Order of the Board of Beijing Yu Sheng Tang Pharmaceutical Group Limited Suen Cho Hung, Paul Chairman

Hong Kong, 28 September 2012

Head Office and Principal Place of Business in Hong Kong:

Suite 1501, 15th Floor Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

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Notes:

1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he/she or they represent as such member of the Company could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/ her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

3. The instrument appointing a proxy and (if required by the Board of Directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjourned meeting thereof at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this announcement, the Board comprises Mr. Suen Cho Hung, Paul (Chairman), Mr. Sue Ka Lok (Chief Executive Officer), Mr. Bai Jianjiang and Ms. Lee Chun Yeung, Catherine as Executive Directors and Mr. Wong Kwok Tai, Mr. Weng Yixiang and Mr. Lu Xinsheng as Independent Non-executive Directors.

• For identification purpose only

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