Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2008

Mar 13, 2008

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8156)

PROXY FORM

Proxy form for use by shareholders at the extraordinary general meeting (the “EGM”) of China Vanguard Group Limited to be convened at Room 2201, 22/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at 10:00 a.m. on 3 April 2008

I/We	_(note _	a)					of
				being	the holder(s)	of					(note b)	shares	of HK$0.01
each	of	China	Vanguard	Group	Limited	(the	“Company”)	hereby	appoint	the	Chairman	of	the	EGM
or
of

to act as my/our proxy (note c) at the EGM to be held at Room 2201, 22/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at 10:00 a.m. on 3 April 2008 and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d) .

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FOR AGAINST
1. To approve, confirm and ratify the conditional share purchase agreement
dated 17 January 2008 and the transactions contemplated thereunder
including the allotment and issue of the Consideration Shares and the
Settlement Shares (each as defined in the Company’s circular dated 14 March
2008), subject to the GEM Listing Committee of The Stock Exchange of
Hong Kong Limited granting its approval for the listing of the Consideration
Shares and Settlement Shares.
2. Subject to and conditional on the passing of ordinary resolution no. 1, to
approve and confirm the execution of the deeds of adherence by the Company
and the transactions contemplated thereunder including the allotment and
issue of the Exchange Shares (as defined in the Company’s circular dated 14
March 2008), subject to the GEM Listing Committee of The Stock Exchange
of Hong Kong Limited granting its approval for the listing of the Exchange
Shares.
3. Subject to and conditional on the passing of ordinary resolution no. 1, to
approve the waiver of the obligation of the Vendors (as defined in the
Company’s circular dated 14 March 2008) to make a general offer in respect
of shares of the Company not owned by them and parties acting in concert
with any of them pursuant to Note 1 of the Notes on Dispensation from Rule
26 of the Hong Kong Code on Takeovers and Mergers.
Dated the day of 2008
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Shareholder’s signature (notes e, f, g and h)

Notes:

• (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• (b) 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 of the shares in the capital of the Company registered in your name(s).

• (c) 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 EGM or” and insert the name and address of the person appointed proxy in the space provided.

• (d) If you wish to vote for any of the resolution(s) set out above, please tick (“�”) the boxes marked “For”. If you wish to vote against any resolution(s), please tick (“�”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her 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/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those set out in the notice convening the EGM.

• (e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

• (f) The form of proxy must be signed by a shareholder, or his attorney authorised in writing, or if the shareholder is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised.

• (g) In order to be valid, the form of proxy, together with the power of attorney (if any) under which it is signed, or a notarially certified copy of such power or authority, must be delivered at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting.

• (h) Any alteration made to this form should be initialled by the person who signs the form.

• For identification purposes only