China Grand Pharmaceutical and Healthcare : GENERAL MANDATE TO REPURCHASE SHARES AND ISSUE NEW SHARES; RE-ELECTION OF RETIRING DIRECTORS AND APPOINTMENT OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Grand Pharmaceutical and Healthcare Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

CHINA GRAND PHARMACEUTICAL AND HEALTHCARE HOLDINGS LIMITED

遠 大 醫 藥 健 康ġ控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00512)

1. GENERAL MANDATE TO REPURCHASE SHARES AND ISSUE NEW SHARES;
2. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND APPOINTMENT OF DIRECTORS;

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Grand Pharmaceutical and Healthcare Holdings Limited to be held at Unit 3302, The Centre, 99 Queen's Road Central, Hong Kong on 1 June 2021 at 11:00 a.m. or any adjournment thereof is set out on pages 14 to 18 of this circular.

A form of proxy for use at the annual general meeting of China Grand Pharmaceutical and Healthcare Holdings Limited is enclosed with this circular. Whether or not you are able to attend and vote at such meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon and return the same to China Grand Pharmaceutical and Healthcare Holdings Limited's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the annual general meeting or any adjournment thereof should you so wish.

• For identification purposes only

29 April 2021

	CONTENTS
		Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Expiry of the Repurchase Mandate and Issue Mandate . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Re-election of retiring Directors and appointment of Directors . . . . . . . . . . . . . . .	5
6.	Proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Procedures to vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
11.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
12.	Language . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I - Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II - Biographical details of the Directors to be re-elected
	and appointed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

''AGM'' or ''Annual	the annual general meeting of the Company to be held at
General Meeting''	Unit 3302, The Centre, 99 Queen's Road Central, Hong
	Kong on 1 June 2021 at 11:00 a.m., the notice of which is
	set out on pages 14 to 18 of this circular
''associates''	has the same meaning ascribed to it under the Listing Rules
''Board''	the board of Directors
''Business Day''	any day on which the Stock Exchange is open for the
	business of dealing in securities listed thereon
''Bye-laws''	the bye-laws of the Company, as amended from time to
	time
''Companies Act''	the Companies Act 1981 of Bermuda (as amended)
''Company''	China Grand Pharmaceutical and Healthcare Holdings
	Limited, a company incorporated in Bermuda with limited
	liability and its securities are listed on the Stock Exchange
''connected person''	has the same meaning ascribed to it under the Listing Rules
''controlling shareholder''	has the same meaning ascribed to it under the Listing Rules
''Directors''	the directors of the Company
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Issue Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all power of the Company to
	allot, issue and otherwise deal with the Shares as set out in
	resolution number 5 of the Notice
''Latest Practicable Date''	22 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Notice''	the notice convening the AGM as set out on pages 14 to 18
	of this circular

- 1 -

	DEFINITIONS
''Outwit''	Outwit Investments Limited, a company established in
	British Virgin Islands with limited liability
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all power of the Company to
	repurchase the Shares as set out in resolution number 6 of
	the Notice
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
''Share Buy Back Rules''	the provisions in the Listing Rules to regulate the
	repurchase by companies with primary listing on the Stock
	Exchange of their own shares
''Share(s)''	the share(s) of HK$0.01 each in the capital of the Company
''Shareholder(s)''	holder(s) of the Shares
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers for the
	time being in force
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''%''	per cent.

• The English transliteration of the Chinese name(s) in this circular, where indicated, is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).

- 2 -

LETTER FROM THE BOARD

CHINA GRAND PHARMACEUTICAL AND HEALTHCARE HOLDINGS LIMITED

遠 大 醫 藥 健 康ġ控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00512)

Executive Directors:	Registered office:
Mr. Liu Chengwei (Chairman)	Clarendon House
Mr. Hu Bo (Deputy Chairman)	2 Church Street
Dr. Shao Yan (Chief Executive Officer)	Hamilton HM11
Dr. Niu Zhanqi	Bermuda
Independent non-executive Directors:	Principal place of business
Ms. So Tosi Wan, Winnie	in Hong Kong:
Mr. Hu Yebi	Unit 3302, The Center
Dr. Pei Geng	99 Queen's Road Central
	Hong Kong
	29 April 2021
To the Shareholders
Dear Sir or Madam,

1. GENERAL MANDATE TO REPURCHASE SHARES AND ISSUE NEW SHARES;
2. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND APPOINTMENT OF DIRECTORS;

AND

1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to seek your approval of resolutions to grant a general

mandate to the Directors to repurchase the Shares representing up to a maximum of 10% of the aggregate number of issued Shares at the date of passing the resolution, to grant a general mandate to the Directors to issue new Shares up to a maximum of 20% of the aggregate number of issued Shares at the date of passing of the resolution and to increase the number of Shares which the Directors may issue under their general mandate to issue new Shares by the number of Shares repurchased. Resolutions will also be proposed to re-elect the retiring Directors and appoint Directors and to re-appoint the auditors of the Company in accordance with the Bye-laws. These resolutions will be proposed at the Annual General Meeting to be held on 1 June 2021.

• For identification purposes only

- 3 -

LETTER FROM THE BOARD

2. GENERAL MANDATE TO REPURCHASE SHARES

A resolution will be proposed at the Annual General Meeting for the grant of the Repurchase Mandate to the Directors to repurchase, on the Stock Exchange or on any other stock exchange on which the Shares may be listed, the Shares not exceeding 10% of the aggregate number of issued Shares as at the date of passing of the resolution.

Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 354,957,114 Shares.

In accordance with the Share Buy Back Rules, this circular contains an explanatory statement in Appendix I to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution in relation to the Repurchase Mandate.

3. GENERAL MANDATE TO ISSUE SHARES

A resolution will be proposed at the Annual General Meeting for the grant of the Issue Mandate to the Directors to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate number of issued Shares at the date of passing of the resolution.

As at the Latest Practicable Date, a total of 3,549,571,148 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 709,914,229 Shares.

In addition, subject to a separate Shareholders' resolution, the number of Shares repurchased by the Company under the Repurchase Mandate will also be added to the Issue Mandate as mentioned above.

4. EXPIRY OF THE REPURCHASE MANDATE AND ISSUE MANDATE

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or the applicable laws of the Bermuda to be held; or

1. revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

- 4 -

LETTER FROM THE BOARD

5. RE-ELECTION OF RETIRING DIRECTORS AND APPOINTMENT OF DIRECTORS

Pursuant to bye-law 87(1), one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one- third, shall retire from office by rotation at every annual general meeting of the Company and shall then be eligible to offer themselves for re-election. Mr. Liu Chengwei, Mr. Hu Bo and Mr. Hu Yebi will retire from office at the Annual General Meeting.

Both of Mr. Liu Chengwei and Mr. Hu Bo, after serving as executive Directors for 12 years since 2008, will not offer themselves for re-election and will retire as executive Directors at the conclusion of the Annual General Meeting, and they will cease to be chairman and deputy chairman of the Board respectively. Each of them has informed the Board that he would not offer himself for re-election at the Annual General Meeting due to his own decision to devote more time to his personal engagements. Each of them has confirmed that his retirement is not due to any disagreement with the Board and there is no other matter relating to his retirement that needs to be brought to the attention of the Shareholders.

The Board would like to thank Mr. Liu Chengwei and Mr. Hu Bo for their contributions to the Company during their tenure of office.

The Board would like to propose the appointments of Dr. Tang Wei Kun (唐緯坤) (''Dr. Tang'') and Dr. Shi Lin (史琳) (''Dr. Shi'') as executive Directors. Dr. Tang is also proposed to be appointed as the chairman of the Board and a member of the remuneration committee of the Company. The appointments of Dr. Tang and Dr. Shi are subject to the approval of the Shareholders at the Annual General Meeting. The term of office of Dr. Tang and Dr. Shi will commence from the date on which approval of their appointments by the Shareholders is obtained at the Annual General Meeting.

Mr. Hu Yebi, one of the retiring Directors and being eligible, will offer himself for reelection at the Annual General Meeting.

The nomination committee of the Company recommended the appointments of Dr. Tang and Dr. Shi as executive Directors and the re-election of Mr. Hu Yebi as independent non- executive Director at the Annual General Meeting.

- 5 -

LETTER FROM THE BOARD

Mr. Hu Yebi, an independent non-executive Director of the Company, has confirmed independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The nomination committee of the Company is also responsible for, inter alia, assessing the independence of independent non-executive Directors. The nomination committee of the Company assessed and reviewed the individual independent non-executive Director's annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and affirmed that all independent non-executive Directors, including Mr. Hu Yebi, remained independent.

Brief biographical details of Dr. Tang, Dr. Shi and Mr. Hu Yebi are set out in Appendix II to this circular.

6. PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 14 to 18 of this circular. At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other matters, the granting of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors, the appointments of Directors and the re-election of auditors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

7. PROCEDURES TO VOTE

Pursuant to Rule 13.39(4) of the Listing Rules, voting of all resolutions at the Annual General Meeting will be taken by way of poll and the results of the Annual General Meeting will be announced by the Company in compliance with the Listing Rules.

- 6 -

LETTER FROM THE BOARD

8. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed on/during the following day/ periods:

1. from Thursday, 27 May 2021 to Tuesday, 1 June 2021 both days inclusive, for the purpose of ascertaining shareholders' entitlement to attend and vote at the annual general meeting of the Company to be held on Tuesday, 1 June 2021. In order to be eligible to attend and vote at the annual general meeting of the Company, all share certificates with completed transfer forms either overleaf or separately must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 pm on Wednesday, 26 May 2021; and
2. on Thursday, 10 June 2021, for the purpose of ascertaining shareholders' entitlement to the proposed final dividend. In order to establish entitlements to the proposed final dividend, all share certificates with completed transfer forms either overleaf or separately must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 pm on Wednesday, 9 June 2021. The final dividend will be paid on or about Wednesday, 23 June 2021 to the shareholders whose names appear on the register of members as on Thursday, 10 June 2021.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- 7 -

LETTER FROM THE BOARD

10. RECOMMENDATION

The Directors consider that the proposed grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, the proposed re-election of retiring Directors and the proposed appointments of Directors to be considered at the Annual General Meeting are in the best interests of the Company and its Shareholders. The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that such repurchase of Shares will benefit the Company and the Shareholders. An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the Company's published audited accounts for the year ended 31 December 2020. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital requirements or the gearing levels of the Company. Accordingly, the Directors recommend that Shareholders vote in favour of all the resolutions set out in the Notice to be proposed at the Annual General Meeting.

11. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

12. LANGUAGE

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board of

China Grand Pharmaceutical and Healthcare Holdings Limited

Liu Chengwei

Chairman

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

The following is the explanatory statement which is required to be sent to the Shareholders under the Share Buy Back Rules in connection with the Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their securities subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on the market conditions and funding arrangement at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,549,571,148 Shares.

Subject to the passing of the Repurchase Mandate, the Company would be allowed to repurchase Shares up to a maximum of 354,957,114 Shares on the basis that no further Shares will be issued or otherwise repurchased and cancelled prior to the date of the forthcoming Annual General Meeting.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Bye-laws, the Listing Rules and the applicable laws of the Bermuda.

It is presently proposed that any purchase of the Shares would be made out of internal resources of the Company provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.

Taking into account the current financial position of the Company, the Directors consider the repurchase of Shares in full at any time during the proposed repurchase period may have a material adverse impact on the working capital or gearing position of the Company as

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

compared with the position disclosed in the published audited financial statements as at 31 December 2020, but the Directors will only exercise the Repurchase Mandate to such an extent that would be benefit to the Company and Shareholders.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

	Share prices
	Lowest	Highest
	HK$	HK$
2020
April	4.30	5.40
May	4.85	6.05
June	4.95	5.85
July	5.43	7.55
August	6.98	8.99
September	6.51	7.46
October	6.15	7.45
November	6.01	6.80
December	6.46	7.28
2021
January	6.02	7.50
February	6.07	7.22
March	6.02	7.16
April (Up to Latest Practicable Date)	6.16	6.97

6. TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Outwit, the controlling Shareholder, held 1,671,671,149 Shares representing approximately 47.09% of the issued share capital of the Company. If the Repurchase Mandate is exercised in full and the Shares being repurchased are cancelled, the percentage shareholding of Outwit will increase to approximately 52.33%. Such increase in shareholding would give rise to an obligation for Outwit to make a mandatory offer under Rule

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

26 of the Takeovers Code. However, the Directors currently have no intention of exercising the proposed Repurchase Mandate to such an extent as would result in takeover obligations for the Outwit.

Save as aforesaid and as at the Latest Practicable Date, the Directors were not aware of any consequence which the exercise in full of the Repurchase Mandate under the Takeovers Code.

7. SHARE REPURCHASES BY THE COMPANY

The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

8. GENERAL INFORMATION AND UNDERTAKINGS

1. None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
2. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Bermuda.
3. No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

- 11 -

APPENDIX II	BIOGRAPHICAL DETAILS OF THE DIRECTORS
	TO BE RE-ELECTED AND APPOINTED

The biographical details of the Directors for re-election and appointment at the AGM are set out below:

Dr. Tang Wei Kun, aged 36, has been the assistant of president of Grand Pharma (China) Co., Ltd. (a major subsidiary of the Group) since April 2019, and is fully responsible for the tumor related business of the Group. Dr. Tang joined the Group in 2015 and worked for several companies of the Group. Dr. Tang completed his life science and technology undergraduate education at Wuhan University in 2007, and obtained his doctoral degree in microbiology from the College of Life Sciences, Wuhan University in 2012.

Dr. Tang is proposed to be appointed as an executive Director for a term of one year, and his appointment is renewable automatically for successive terms of one year after the expiry of the term of appointment, unless terminated by not less than three months' notice in writing served by either party and is subject to retirement by rotation and re-election in accordance with the Bye-laws. The term of office of Dr. Tang's appointment will commence from the date on which approval of his appointment by the Shareholders is obtained at the Annual General Meeting. Dr. Tang will be entitled to receive RMB1,440,000 per annum as director's remuneration which is determined by reference to his duties and responsibilities within the Company, the Company's remuneration policy and the market salary range for the position.

Saved as disclosed above, as at the Latest Practicable Date (i) Dr. Tang did not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company; (ii) he did not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO; (iii) he did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) he did not hold other positions with the Company and its subsidiaries.

Saved as disclosed above, there is no information in relation to Dr. Tang's appointment that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of holders of securities of the Company.

Dr. Shi Lin, aged 57, is currently the deputy president and chief pharmaceutical officer of Grand Pharma (China) Co., Ltd., and was the EU Regulatory Leader in Global Regulatory Affairs (GRA) Neuroscience of Janssen R&D in Belgium. Dr. Shi has over 20 years of clinical and research experience in the pharmaceutical industry, with significant experience working with global multifunctional matrix teams to drive forward complex projects. Dr. Shi obtained her doctoral degree in medicine science from Vrije Universiteit Brussel in 2005. She has been appointed as professor and visiting fellow in various universities.

Dr. Shi is proposed to be appointed as an executive Director for a term of one year, and her appointment is renewable automatically for successive terms of one year after the expiry of the term of appointment, unless terminated by not less than three months' notice in writing served by either party and is subject to retirement by rotation and re-election in accordance with the Bye-laws. The term of office of Dr. Shi's appointment will commence from the date on which approval of her appointment by the Shareholders is obtained at the Annual General Meeting. Dr. Shi will be entitled to receive RMB1,398,000 per annum as director's remuneration which is determined by reference to his duties and responsibilities within the Company, the Company's remuneration policy and the market salary range for the position.

- 12 -

APPENDIX II	BIOGRAPHICAL DETAILS OF THE DIRECTORS
	TO BE RE-ELECTED AND APPOINTED

Saved as disclosed above, as at the Latest Practicable Date (i) Dr. Shi did not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company; (ii) she did not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO; (iii) she did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) she did not hold other positions with the Company and its subsidiaries.

Saved as disclosed above, there is no information in relation to Dr. Shi's appointment that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of holders of securities of the Company.

Mr. Hu Yebi, aged 58, was appointed as independent non-executive director of the Company in December 2018. Mr. Hu has more than twenty years of experience in securities and financial services, mergers and acquisitions and corporate finance. Mr. Hu is the founder and chairman of Vision Finance Group Limited. Mr. Hu is currently a non-executive director of Beijing Sports and Entertainment Industry Group Limited (stock code: 1803). He was an executive director of Beijing Enterprises Medical and Health Industry Limited (stock code: 2389) and Beijing Properties (Holdings) Limited (stock code: 925), but already resigned in October 2018 and November 2018 respectively. All these companies are listed on the Stock Exchange.

Mr. Hu has been appointed for a term of one year commencing from 31 December 2018, and his appointment is renewable automatically for successive terms of one year after the expiry of the term of appointment, unless terminated by not less than three months' notice in writing served by either party and is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Hu will be entitled to receive HK$100,000 per annum as director's remuneration which is determined by reference to his duties and responsibilities within the Company, the Company's remuneration policy and the market salary range for the position.

Saved as disclosed above, as at the Latest Practicable Date (i) Mr. Hu did not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company; (ii) he did not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO; (iii) he did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) he did not hold other positions with the Company and its subsidiaries.

Saved as disclosed above, there is no information in relation to Dr. Tang, Dr. Shi and Mr. Hu Yebi's re-election and appointment that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of holders of securities of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

CHINA GRAND PHARMACEUTICAL AND HEALTHCARE HOLDINGS LIMITED

遠 大 醫 藥 健 康ġ控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00512)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (''AGM'') of China Grand Pharmaceutical and Healthcare Holdings Limited (the ''Company'') will be held at Unit 3302, The Centre, 99 Queen's Road Central, Hong Kong on 1 June 2021 at 11:00 a.m. for the following purposes:

1. To adopt the audited financial statements together with the report of the directors and the report of the auditors for the year ended 31 December 2020.
2. To declare a final dividend of HK$0.11 per share for the year ended 31 December 2020.
3. (a) To appoint Dr. Tang Wei Kun as executive director of the Company;
4. 1. To appoint Dr. Shi Lin as executive director of the Company;
   2. To re-elect Mr. Hu Yebi as independent non-executive director of the Company; and
   3. To authorise the board of directors to fix the remunerations of the Company's directors.
5. To re-appoint HLB Hodgson Impey Cheng Limited as auditors to hold office until the conclusion of the next annual general meeting and to authorise the board of directors to fix their remuneration.

As special business to consider and, if thought fit, pass the following resolutions as ordinary resolutions, with or without modification:

• 5. ''THAT:

  1. subject to paragraph (c) of this resolution, and pursuant to the Rules (the ''Listing Rules'') Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;
• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than by way of (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company in force from time to time, shall not exceed 20% of the aggregate number of shares of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and
3. for the purposes of this resolution:
4. 1. ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in general meeting.
   3. ''Rights Issue'' means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares in the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).''

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NOTICE OF ANNUAL GENERAL MEETING

1. ''THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period as defined in Resolution 5(d)(aa) of all powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''Securities and Futures Commission'') and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and
   3. for the purpose of this resolution, ''Relevant Period'' shall have the same meaning as in Resolution 5(d)(aa).''
3. ''THAT conditional upon the ordinary resolutions set out in paragraphs 5 and 6 of the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal in any unissued shares pursuant to the ordinary resolution set out in paragraph 5 of the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution set out in paragraph 6 of the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total number of issued shares of the Company at the date of the passing of this resolution.''

Yours faithfully,

By order of the Board of

China Grand Pharmaceutical and Healthcare Holdings Limited

Liu Chengwei

Chairman

Hong Kong, 29 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. The register of members of the Company will be closed on/during the following day/periods:
3. 1. from Thursday, 27 May 2021 to Tuesday, 1 June 2021 both days inclusive, for the purpose of ascertaining shareholders' entitlement to attend and vote at the annual general meeting of the Company to be held on Tuesday, 1 June 2021. In order to be eligible to attend and vote at the annual general meeting of the Company, all share certificates with completed transfer forms either overleaf or separately must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 pm on Wednesday, 26 May 2021; and
   2. on Thursday, 10 June 2021, for the purpose of ascertaining shareholders' entitlement to the proposed final dividend. In order to establish entitlements to the proposed final dividend, all share certificates with completed transfer forms either overleaf or separately must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 pm on Wednesday, 9 June 2021. The final dividend will be paid on or about Wednesday, 23 June 2021 to the shareholders whose names appear on the register of members as on Thursday, 10 June 2021.
4. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
5. Where there are joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so presents whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
6. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Annual General Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
7. In relation to proposed resolution no. 3 above, Mr. Liu Chengwei, Mr. Hu Bo and Mr. Hu Yebi will retire from their offices of Director at the Annual General Meeting. Mr. Hu Yebi, being eligible, offer himself for re-election. Mr. Liu Chengwei and Mr. Hu Bo do not offer themselves for re-election and will retire as executive Directors. Dr. Tang Wei Kun and Dr. Shi Lin are proposed to be appointed as executive Directors at the Annual General Meeting.
8. An explanatory statement containing further details regarding the proposed resolution no. 6 set out in the above notice will be contained in a circular to be despatched to shareholders together with the 2020 Annual Report of the Company.
9. Precautionary measures for the Annual General Meeting
   In view of the ongoing development of COVID-19 pandemic and the requirements for prevention and control of its spread by the Hong Kong Government, the Company strongly recommends Shareholders to exercise their voting rights by appointing the Chairman of the Annual General Meeting as their proxy to vote on the

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NOTICE OF ANNUAL GENERAL MEETING

relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person. Shareholders are reminded that physical attendance at the Annual General Meeting is not necessary for the purpose of exercising the voting rights. Shareholders who choose to do so should take action as soon as possible to ensure the proxy instructions reach our share registrar not less than 48 hours before the time fixed for holding the Annual General Meeting.

In compliance with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), the Company will implement precautionary measures at the Annual General Meeting including, but not limited to:

. compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue and anyone with abnormal body temperature may be denied entry into the venue;

. every Shareholder or proxy is mandatorily required to wear surgical face masks during their attendance of the Annual General Meeting; and

. no distribution of corporate gifts and no refreshments will be served.

Shareholders are in any event asked (a) to consider carefully the risk of attending the Annual General Meeting, which will be held in an enclosed environment; (b) to follow any requirements or guidelines of the Hong Kong Government relating to COVID-19 in deciding whether or not to attend the Annual General Meeting; and (c) not to attend the Annual General Meeting if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

As at the date of this announcement, the Board comprises four executive directors, namely, Mr. Liu Chengwei, Mr. Hu Bo, Dr. Shao Yan and Dr. Niu Zhanqi and three independent non-executive directors, namely, Ms. So Tosi Wan, Winnie, Dr. Pei Geng and Mr. Hu Yebi.

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