Touyun Biotech Group Limited — Proxy Solicitation & Information Statement 2014

Dec 11, 2014

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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Qualipak International Holdings Limited 確 利 達 國 際 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability) Website: www.qualipakhk.com (Stock Code: 1332)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting of Qualipak International Holdings Limited (the “ Company ”) will be held at 7th Floor, China United Centre, 28 Marble Road, North Point, Hong Kong on Wednesday, 31 December 2014 at 11:00 a.m. for the purpose of considering and if thought fit, passing with or without amendments, each of the following resolution as an Ordinary Resolution:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined), each of the issued and unissued shares of HK$0.10 each in the share capital of the Company be and is hereby subdivided into ten (10) shares of HK$0.01 each (the “ Subdivided Shares ”) with effect from the business day immediately following the date on which this resolution is passed (the “ Share Subdivision ”) and that any director of the Company (the “ Director ”) be authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by the Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in, for completion of the Share Subdivision including but not limited to, to cancel any existing share certificates and to issue new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Share Subdivision.”

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1. “ THAT , subject to and conditional upon the passing of the Resolution 1 and the Listing Committee of The Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as hereinafter defined):

2. (a) upon the recommendation of the Directors, a sum of not less than HK$14,376,599.30 being part of the amount standing to the credit of the contributed surplus account of the Company, or such larger sum as may be necessary to give effect to the bonus issue of shares pursuant to this resolution (the “ Required Amount ”), be capitalized and accordingly the Directors be and are hereby authorized and directed to apply the Required Amount in paying up in full at par value not less than 1,437,659,930 unissued shares (“ Bonus Shares ”) of HK$0.01 each in the share capital of the Company, and that such Bonus Shares shall be issued, allotted and distributed, credited as fully paid up at par value and on pro rata basis, to and amongst those shareholders whose names appear on the register of members of the Company (the “ Register of Members ”) at the close of business on 8 January 2015 (the “ Record Date ”) on the basis of one (1) Bonus Share for every one (1) Subdivided Share of HK$0.01 each in the share capital of the Company held by them respectively on the Record Date;

3. (b) in case where the address of any holder of Subdivided Shares as shown on the Register of Members at the close of business on the Record Date is outside Hong Kong (the “ Overseas Shareholders ”) and upon making relevant enquiries, the Directors consider the exclusion of such Overseas Shareholders is necessary or expedient, the Bonus Shares shall not be issued to such Overseas Shareholders (the “ Non-Qualifying Shareholders ”) but shall be aggregated and sold in the market as soon as practicable after dealings in the Bonus Shares commences. Any net proceeds of such sale, after deduction of expenses, of HK$100 or more, will be distributed in Hong Kong dollars to the relevant Non-Qualifying Shareholders on a pro rata basis and posted to them the remittances therefor at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company;

4. (c) the Bonus Shares to be issued and allotted pursuant to this resolution shall be subject to the memorandum and bye-laws of the Company and shall rank pari passu in all respects with the Subdivided Shares in issue on the Record Date, except that they will not rank for the bonus issue of shares mentioned in this resolution; and

5. (d) the Directors be authorised to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalized out of the contributed surplus account of the Company and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution.”

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1. “(a) To re-elect Ms. Sun Dixie Hui as an executive director of the Company;

2. (b) To re-elect Mr. Ha Kee Choy Eugene as an independent non-executive director of the Company; and

3. (c) To re-elect Mr. To Shing Chuen as an independent non-executive director of the Company.”

By order of the Board Qualipak International Holdings Limited Lam How Mun Peter Chairman

Hong Kong, 12 December 2014

Notes:

• (a) A member who is entitled to attend and vote at the special general meeting is entitled to appoint one or more proxies or a duly authorised corporate representative to attend and vote instead of him. A proxy need not be a member of the Company.

• (b) To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending the special general meeting and voting in person. In such event, his form of proxy will be deemed to have been revoked.

• (c) The Register of Members of the Company will be closed from Tuesday, 30 December 2014 to Wednesday, 31 December 2014, both days inclusive, for determining the eligibility of shareholders for attending and voting at the special general meeting. In order to qualify for attending and voting at the special general meeting, all transfer documents accompanied by the relevant share certificates should be lodged for registration with Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Monday, 29 December 2014.

• (d) The Register of Members of the Company will be closed from Wednesday, 7 January 2015 to Thursday, 8 January 2015, both days inclusive, for determining the entitlement of shareholders for the Bonus Shares. In order to qualify for the Bonus Shares, all transfer documents accompanied by the relevant share certificates should be lodged for registration with Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Tuesday, 6 January 2015.

As at the date of this notice, the Board comprises Ms. Poon Ho Yee Agnes and Ms. Sun Dixie Hui as Executive Directors; Dr. Lam How Mun Peter as Non-executive Director; and Mr. Chan Sze Hung, Mr. Ha Kee Choy Eugene and Mr. To Shing Chuen as Independent Non-executive Directors.

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