3SBio Inc. — Proxy Solicitation & Information Statement 2021

Dec 21, 2021

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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 MONDAY, 10 JANUARY 2022 AT 9 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 10 January 2022 at 9 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.

Terms used in this form of proxy shall have the same meanings as defined in the circular of the Company dated 22 December 2021 unless the context otherwise requires.

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.)	Proxy(Note 1) (Complete in ENGLISH BLOCK CAPITALS.)	Proxy(Note 1) (Complete in ENGLISH BLOCK CAPITALS.)	Proxy(Note 1) (Complete in ENGLISH BLOCK CAPITALS.)
Full Name		No. of Shares(Note 2)
Full Address

SPECIAL RESOLUTION	SPECIAL RESOLUTION	FOR(Note 4)	AGAINST(Note 4)
1.	THATsubject to the passing of ordinary resolution numbered 2 herein:(a) the Share Buy-back Agreement dated 12 December 2021 entered into between CS Sunshine and theCompany in relation to the Proposed Share Buy-Back of 85,760,087 Shares of US$0.00001 Each inthe issued share capital of the Company by the Company from CS Sunshine at the proposed totalConsideration of HK$581,453,389.86 be and is hereby confirmed, approved and ratified;(b) the Proposed Share Buy-back and the transactions contemplated under the Share Buy-BackAgreement be and are hereby approved; and(c) any one or more of the Directors (or any person duly authorised by them) be and are herebyauthorised to take all such steps to implement and give effect to the transactions mentioned inparagraphs (a) and (b) above (including but not limited to the execution of all documents or deedsas they may consider necessary or appropriate in relation thereto and the making of any changes,modifications, amendments, waivers, variations or extensions of such terms and conditions as theythink fit).
ORDINARY RESOLUTION		FOR(Note 4)	AGAINST(Note 4)
2.	THATsubject to the passing of special resolution numbered 1 herein:(a) the Sale and Purchase Agreement dated 12 December 2021 entered into between CS Sunshine andMighty Decade in relation to the Proposed Trust’s Acquisition of 40,357,688 Shares of US$0.00001each in the issued share capital of the Company by Mighty Decade from CS Sunshine at the proposedtotal consideration of HK$273,625,124.64 be and is hereby confirmed, approved and ratified;(b) the Proposed Trust’s Acquisition and the transactions contemplated under the Sale and PurchaseAgreement be and are hereby approved; and(c) any one or more of the Directors (or any person duly authorised by them) be and are herebyauthorised to take all such steps to implement and give effect to the transactions mentioned inparagraphs (a) and (b) above (including but not limited to the execution of all documents or deedsas they may consider necessary or appropriate in relation thereto and the making of any changes,modifications, amendments, waivers, variations or extensions of such terms and conditions as theythink fit).

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 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/its 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.