3SBio Inc. — Proxy Solicitation & Information Statement 2016

Apr 29, 2016

3SBIO INC.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, JUNE 28, 2016 AT 10 A.M.

I/We, being the registered holder(s) of 3SBio Inc. (the “ Company ”), hereby appoint the proxy (Note 1) as specified below or failing him/her, THE CHAIRMAN OF THE MEETING (Note 1) to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People’s Republic of China on June 28, 2016 at 10 a.m. and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)

Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)	Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)	Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)	Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)	Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)	Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)	Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name
Registered Address
Certificate No. (Note 7)			Signature (Note 3)
Date
Proxy (Note 1)(Complete in ENGLISH BLOCK CAPITALS.)
Full Name			No. of Shares (Note 2)
Full Address
		ORDINARY RESOLUTIONS			FOR (Note 4)	AGAINST (Note 4)
1.	To receiv ended Dec	e and adopt the audited consolidated financial statements of the Company for the year ember 31, 2015 and the reports of the directors and auditors thereon.
2(a)(i).	To re-elec	t Mr. Lou Jing as executive director of the Company.
2(a)(ii).	To re-elec	t Mr. Tan Bo as executive director of the Company.
2(a)(iii).	To re-elec	t Ms. Su Dongmei as executive director of the Company.
2(a)(iv).	To re-elec	t Mr. Liu Dong as non-executive director of the Company.
2(a)(v).	To re-elec	t Mr. Lv Dong as non-executive director of the Company.
2(a)(vi).	To re-elec	t Mr. Pu Tianruo as independent non-executive director of the Company.
2(a)(vii).	To re-elec	t Mr. David Ross Parkinson as independent non-executive director of the Company.
2(a)(viii).	To re-elec	t Mr. Ma Jun as independent non-executive director of the Company.
2(b).	To authori	se the board of directors of the Company to fix the remuneration of the directors.
3.	To re-appoint Ernst & Young as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix their remuneration for the year ending December 31, 2016.
4(A).	To grant a general mandate to the directors of the Company to allot, issue and deal with new shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.
4(B).	To grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.
4(C).	To extend the general mandate granted to the directors of the Company to allot, issue and deal with new shares of the Company by the aggregate number of shares repurchased by the Company.

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

3. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

6. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.

7. Please provide one certificate number, if possible, to facilitate processing.

8. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.