3SBio Inc. — Proxy Solicitation & Information Statement 2025

May 26, 2025

3S

三生制药

3SBIO INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

PROXY FORM FOR ANNUAL GENERAL MEETING

TO BE HELD ON WEDNESDAY, 25 JUNE 2025 AT 10:00 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 (the "AGM") 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 25 June 2025 at 10:00 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 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 receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2024 and the reports of the directors and auditors thereon.
2(A).	To re-elect Ms. SU Dongmei as an executive director of the Company.
2(B).	To re-elect Ms. ZHANG Jiao as a non-executive director of the Company.
2(C).	To re-elect Ms. YANG, Hoi Ti Heidi as an independent non-executive director of the Company.
2(D).	To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
3.	To declare a final dividend of HK$25 cents per ordinary share for the year ended 31 December 2024.
4.	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 31 December 2025.
5(A).	To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares of the Company (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of this resolution.
5(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 (excluding any treasury Shares) as at the date of passing of this resolution.
5(C).	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company (including any sale or transfer of treasury Shares out of treasury) by the aggregate number of shares repurchased by the Company.
6.	To approve and adopt the 2025 Share Option Scheme.
7.	To approve and adopt the Scheme Mandate Limit (Share Option) under the 2025 Share Option Scheme.
8.	To approve and adopt the Service Provider Sub-limit (Share Option) under the 2025 Share Option Scheme.
9(A).	To approve and adopt the 2025 Share Award Scheme.
9(B).	To terminate the share award scheme adopted by the Company on 16 July 2019 and amended on 12 December 2021.
10.	To approve and adopt the Scheme Mandate Limit (Share Award) under the 2025 Share Award Scheme.
11.	To approve and adopt the Scheme Mandate Limit (New Shares Share Award) under the 2025 Share Award Scheme.
12.	To approve and adopt the Service Provider Sub-limit (New Shares Share Award) under the 2025 Share Award Scheme.

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.
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 (a') IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (a') 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, Computershark 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.