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

Jul 21, 2017

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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 FIRST 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 5 SEPTEMBER 2017 AT 10:00 A.M. OR AT ANY ADJOURNMENT THEREOF

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

I/We [(Note][2)] of beingRMB1.00theeachregisteredin the shareholder(s)capitalofof [(Note] Charmacy 1) Pharmaceutical Co., Ltd. (the “ Company ”), HEREBY APPOINT [(Note] H Share(s)/domestic [3)] THE CHAIRMAN share(s) OF THE of MEETING or of

as my/our proxy to attend at the 2017 first 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 PRC on 5 September 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting dated 20 July 2017 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 proposed amendments to		the
		rules of procedures of general meetings of the Company
		2. to consider and approve the proposed amendments to		the
		rules of procedures of the board (the “Board”) of directors
		(the “Directors”) of the Company
		3. to consider and approve the proposed amendments to		the
		administration system of related transactions
		4. to consider and approve the proposed amendments to		the
		administration system of external guarantee
		5. to consider and approve the proposed amendments to		the
		administration system of external investment
		6. to consider and approve the proposed amendments to		the
		system concerning the duties of independent Directors
		7. to consider and approve the formulation of		the
		administration system of raised funds
		8. to consider and approve the formulation of		the
		administration system of prevention of major shareholders
		and related parties from occupying funds
		9. to consider and approve the projected daily related
		transactions of the Company in 2017
		10. to consider and approve the proposed re-modification of		the
		use of proceeds from the global offering
		11. to consider and approve the appointment of Mr. Lin Zhijie as
		the shareholders’ representative supervisor of the first session
		of the supervisory committee of the Company to hold office
		from	the date on which this resolution is passed until the	end
		of the first session of the supervisory committee of		the
		Company and to authorise any one executive Director to enter
		into a service contract on behalf of the Company with Mr.		Lin
		Zhijie to comply with such terms and conditions as the Board
		shall	think fit and to do all such acts and things to give effect to
		such	matters
			SPECIAL RESOLUTIONS		FOR(Note 4)		AGAINST(Note 4)	ABSTAIN(Note 4)
		12. to consider and approve the proposal of the Company’s
		application of public offering and listing of Renminbi
		Ordinary Shares (the “A Shares”) (the “A Share Offering”)
		(the following resolutions to be voted item by item)
		12.1 classes of shares
		12.2 nominal value per share
		12.3 proposed stock exchange for the listing of the A Shares
		12.4 proposed offering size
		12.5 target subscriber

	12.6		method of offering
	12.7		pricing methodology
	12.8		form of underwriting
	12.9		conversion into a joint stock company with limited liability
			and domestically and overseas listed shares
	12.10		validity period of the resolutions for the proposal of the A
			Share Offering
	13.		to consider and approve the proposed amendments to the
			(draft) articles of association of the Company
	14.		to consider and approve the feasibility plan on the
			investment projects using the proceeds from the A Share
			Offering
	15.		to consider and approve the accumulated profit distribution
			plan before the A Share Offering
	16.		to consider and approve the authorisation to the Board to
			deal with matters in connection with the Company’s
			application of initial public offering and listings of A Shares
			at its full discretion
	17.		to consider and approve the planning of dividend and return
			to shareholders within three years after the A Share Offering
	18.		to consider and approve the price stabilising budget and
			undertakings for the A Shares of the Company within three
			years after the A Share Offering
	19.		to consider and approve the remedial plan and relevant
			undertakings on dilution of immediate return arising from
			the A Share Offering
	20.		to consider and approve the undertakings on matters in
			connection with the A Share Offering and listings and
			proposed corresponding restrictive measures;
	21.		to consider and approve the use of raised funds of the initial
			public offering of the Company’s overseas listed foreign
			shares (the “H Shares”) in the share capital of the Company,
			which are listed on the main board of The Stock Exchange of
			Hong Kong Limited with a nominal value of RMB1.00 (the
			“H Share Offering”)
	22.		to consider and approve the termination of the issuance of
			additional H Shares
	23.		to consider and, if thought fit, approve the proposed
			amendments to the Articles of Association of the Company,
			and to anthorize any Director 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 of Association of the Company
	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 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 form of proxy 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, 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 10 a.m. on Monday, 4 September 2017) before the time for holding the Meeting (or any adjournment thereof) for taking the poll. If the form of proxy 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 form of proxy. Completion and return of the form of proxy 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 Meeting.

1. 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.