Charmacy Pharmaceutical Co., Ltd. — Proxy Solicitation & Information Statement 2017

Sep 25, 2017

==> picture [79 x 66] intentionally omitted <==

CHARMACY 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 2017 SECOND EXTRAORDINARY 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 ON 13 NOVEMBER 2017 AT 3:00 P.M. OR AT ANY ADJOURNMENT THEREOF

Number of shares to which this form	Number of shares to which this form	Domestic Shares
of proxy relates (Note 1)		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 Charmacy Pharmaceutical Co., Ltd. (the “ Company ”), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING or

of

as my/our proxy to attend at the 2017 second extraordinary 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 People’s Republic of China (the “ PRC ”) on 13 November 2017 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution(s) as set out in the notice convening the Meeting, and vote for me/us and in my/our names in respect of the resolution(s) as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS FOR (Note 4)	ORDINARY RESOLUTIONS FOR (Note 4)	ORDINARY RESOLUTIONS FOR (Note 4)	AGAINST (Note 4) ABSTAIN (Note 4)	AGAINST (Note 4) ABSTAIN (Note 4)	AGAINST (Note 4) ABSTAIN (Note 4)	AGAINST (Note 4) ABSTAIN (Note 4)	AGAINST (Note 4) ABSTAIN (Note 4)
	1.	To consider and approve the distribution of the 2017
		interim dividend for the six months ended 30 June 2017.
	2.	To consider and approve the increasing of the registered
		capital of the Company’s subsidiary Guangdong Charmacy Pharmaceutical Co., Ltd* (廣東創美藥業有限 公司) by RMB50 million.
	3.	To consider and confirm the Group’s report on the
		related party transactions for the period from 1 January
		2014 to 30 June 2017.
	Dated	this day of 2017	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 (the “ Shareholder(s) ”) 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 RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX 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 Shareholder of the Company 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 at the Meeting instead of him/her/it and a proxy so appointed shall have the same right as the Shareholder to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Shareholder. A Shareholder 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 by 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, Hong Kong, and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours (i.e. not later than 3:00 p.m. on Sunday, 12 November 2017) 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 holders 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 Meeting.

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, the PRC.