3SBio Inc. — Proxy Solicitation & Information Statement 2020

Oct 16, 2020

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

TO BE HELD ON FRIDAY, 6 NOVEMBER 2020 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 extraordinary general meeting (the “ EGM ”) 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 6 November 2020 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.)	(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)	(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name
RegisteredAddress
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	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1(A).	THATthe grant of 10,000,000 awarded shares pursuant to the share award scheme constituted by therules set out in the scheme document and in the form adopted by the Company on 16 July 2019 toDr. Zhu Zhenpingbe and are herebyapproved, confirmed and ratified.
1(B).	THATconditional upon the Listing Committee of The Stock Exchange of Hong Kong Limitedhaving granted the approval of the listing of, and permission to deal in 10,000,000 ordinary shares ofUS$0.00001 each to be granted to Dr. Zhu Zhenping (the “Awarded Shares”) pursuant to the termsand conditions of the letter of grant to Dr. Zhu Zhenping, the board of directors of the Company(the “Board”) be and is hereby granted a specific mandate (the “Specific Mandate”) to exercise thepowers of the Company to allot and issue the Awarded Shares on the terms and for such purposes asset out in the letter of grant to Dr. Zhu Zhenping, where the Specific Mandate is in addition to, andshall not prejudice nor revoke any other general and/or other specific mandate(s) which has/havebeengrantedprior to thepassingof this resolution or mayfrom time to time begranted to the Board.
1(C).	THATthe Board or a committee or sub-committee of the Board be and is hereby authorised to signand execute such documents and do all such acts and things which in their opinion may be necessary,desirable or expedient to carry out or give effect to transactions mentioned in resolutions 1(A) and1(B)above.

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 INITIALED BY THE PERSON WHO SIGNS IT . The proxy needs not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you. The Company strongly recommends you to closely monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the EGM in person, and the board of directors of the Company respectfully requests that, for the same reason, the shareholders to appoint the chairman of the EGM as their proxy rather than a third party to attend and vote on their behalf at the EGM (or any adjournment thereof).

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 Hong Kong 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.