Charmacy Pharmaceutical Co., Ltd. — AGM Information 2016

Apr 18, 2016

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CHUANGMEI PHARMACEUTICAL CO., LTD. * 創美藥業股份有限公司

(a joint stock limited liability company established in the People’s Republic of China)

(Stock Code: 2289)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD AT THE CONFERENCE ROOM ON 3RD FLOOR, NO. 235 SONG SHAN NORTH ROAD, LONGHU DISTRICT, SHANTOU CITY, GUANGDONG PROVINCE, THE PRC, 3 JUNE 2016 AT 3 P.M. OR AT ANY ADJOURNMENT THEREOF

	Number of shares to which this form of proxy relates (Note 1)	Domestic Shares H Shares

I/We (Note 2) of

being the registered holder(s) of (Note 1) H Share(s)/domestic share(s) of RMB1.00 each in the share capital of Chuangmei Pharmaceutical Co., Ltd. (the “ Company ”), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING* or of

as my/our proxy to attend at the annual general meeting of the Company (the “ Meeting ”) (and at any adjournment thereof) to be held at the Conference Room on 3rd floor, No. 235 Song Shan North Road, Longhu District, Shantou City, Guangdong Province, the PRC on 3 June 2016 at 3 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting, and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS		FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)	ABSTAIN (Note 4)
1.	To consider and approve the report of the board (the “Board”) of
	directors (the “Directors”) of the Company for the year ended 31
	December 2015
2.	To consider and approve the report of the board of supervisory
	committee of the Company for the year ended 31 December 2015
3.	To consider and approve the report of the auditors and the
	audited consolidated financial statements of the Company for the
	year ended 31 December 2015
4.	To consider and approve the reappointment of SHINEWING (HK)
	CPA Limited as the auditor of the Company, to hold office until
	the conclusion of the next annual general meeting of the Company
	and to authorise the Board to fix their remuneration
5.	To authorise the Board to fix the remuneration of the Directors and
	Supervisors
6.	To consider and approve the Company of increasing the registered capital of Foshan Chuangmei Pharmaceutical Co., Ltd. (佛山創美 藥業有限公司) (“Foshan Chuangmei*”), its subsidiary, by
	RMB100million
7.	To consider and approve granting to the Board an authorization to
	impose in its absolute discretion the relevant financing matters of
	the Company and its subsidiaries within the financing scope
	amounting to an addition of RMB500million (including but not
	limited to loans, facilities, trusts, and financing leases, etc)
8.	To consider and approve granting to the Board an authorization to
	provide assistance (including but not limited to guarantees, credit
	supports, etc) in its absolute discretion to the financing matters of
	Foshan Chuangmei within the financing scope amounting to an
	addition of RMB400 million (including but not limited to loans,
	facilities, trusts, and financing leases, etc)

• For identification purposes only

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
9.	To give a general mandate to		the Board to allot, issue and deal
	with additional domestic shares not exceeding 20% of the
	domestic shares of the Company in issue and additional H shares
	not exceeding 20% of the H Shares of the Company in issue and
	authorise the Board to make		corresponding amendments to the
	articles of association of the Company (“Articles”) as it thinks fit
	so as to reflect the new capital			structure upon the allotment or
	issuance of shares pursuant to such mandate
10.	To consider and approve adoption “Charmacy Pharmaceutical
	Co., Ltd.” as the English name of the Company (details of which
	are set out in the circular of the Company dated 18 April 2016),
	and that any Director be and	is		hereby authorized to do all such
	acts and things and execute		all such documents which he/she
	consider necessary, desirable	or		expedient for the purposes of, or
	in connection with, the implementation of and giving effect to
	such adoption of the English name of the Company and to attend
	to any necessary filings for and on behalf of the Company
11.	To consider and approve the proposed amendments to the Articles
	(details of which are set out in the circular of the Company dated
	18 April 2016), and that any Director be and is				hereby authorised
	to modify the wordings of such amendments as appropriate (such
	amendments will not be required to be approved by the
	shareholders of the Company) and execute all such documents
	and/or do all such acts as the			Directors may, in their absolute
	discretion, deem necessary or		expedient and in the interest of the
	Company in order to deal with			other related issues arising from
	the amendments to the Articles

Dated this day of 2016 Signature(s) (note 6)

Notes:

1. Please insert the number and type of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the Chairman is preferred, please strike out “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”, IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTING WILL BE COUNTED IN THE TOTAL NUMBER OF VOTES CAST IN THAT RESOLUTION FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to complete any or all of the boxes will entitle your proxy to cast his/her/its votes at his/her/its discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. Any member of the Company (“ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Member to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Member. A Member may appoint more than one proxy to attend on the same occasion.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.

7. In order to be valid, this proxy form for the Meeting must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the Meeting (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Meeting or any adjourned meetings should they so wish.

8. In case of joint shareholder for any share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.

9. Shareholders or their proxies shall provide their identity documents when attending the AGM.

10. The address of the headquarters in the PRC of the Company is No. 235, Song Shan North Road, Longhu District, Shantou City, Guangdong Province, PRC.