Charmacy Pharmaceutical Co., Ltd. — Proxy Solicitation & Information Statement 2023

Sep 21, 2023

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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 2023 SECOND

EXTRAORDINARY GENERAL MEETING TO BE HELD ON 20 OCTOBER 2023 OR AT ANY ADJOURNMENT THEREOF

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

I/We (Note 2) of

being the registered holder(s) of (Note 1) H 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

H share(s) of

as my/our proxy to attend at the 2023 second extraordinary general meeting of the Company (the “ EGM ”) (and at any adjournment thereof) to be held at the conference room on the 2nd Floor, No. 33 Liyu Street, Dongchong Town, Nansha District, Guangzhou City, Guangdong Province, PRC on 20 October 2023 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 EGM, and vote for me/us and in my/our names in respect of the resolutions as indicated by an “✔” in the appropriate boxes below, or, if no such indication is given, as my/our proxy thinks fit.

thinks	fit.
	ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
	To consider and, if thought fit, approve the proposed amendments to the rules of procedures for
	shareholders' meetings of the Company (details of which are set out in the circular of the
	Company dated 22 September 2023) (please see Appendix II), and that any director of the
	Company (the “Director(s)”) be and is hereby authorised to modify the wordings of such
1	amendments as appropriate (such amendments will not be required to be approved by theshareholders 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 rules
	of procedures for shareholders' meetings of the Company.
	To consider and, if thought fit, approve the proposed amendments to the rules of procedures for
	board meetings of the Company (details of which are set out in the circular of the Company
	dated 22 September 2023) (please see Appendix III), and that any Director be and is hereby
	authorised to modify the wordings of such amendments as appropriate (such amendments will
2	not be required to be approved by the shareholders of the Company) and execute all suchdocuments 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 rules of procedures for board meetings of the
	Company.
			FOR	AGAINST	ABSTAIN
	SPECIAL RESOLUTION		(Note 4)	(Note 4)	(Note 4)
	To consider and, if thought fit, approve the proposed amendments to the articles of association
	of the Company (the“Articles of Association”) (details of which are set out in the circular of
	the Company dated 22 September 2023) (please see Appendix I), and that any Director be and is
	hereby authorised to modify the wordings of such amendments as appropriate (such
3	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.
For details of the above resolutions, please refer to the Company’s circular dated 22 September 2023.
Date:	2023Signature(s)		(Note 7 ):

Notes:

1. Please insert the number 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 EGM. A proxy need not be a shareholder of the Company but must attend the EGM 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. If there is no instruction, your proxy will be entitled 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 EGM other than those referred to in the notice convening the EGM.

Please note that the number of Shares represented by your voting rights (without the adoption of cumulative voting) will be included in the number of Shares represented by voting rights held by the shareholders of the Company (the “ Shareholders ”) that will attend the EGM.

1. Any member of the Company entitled to attend and vote at the EGM 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 Shareholder to speak at the EGM. On a poll, votes may be given either personally or by proxy. A proxy need not be a Shareholder of the Company. A Shareholder may appoint more than one proxy to attend on the same occasion.

2. 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.

3. In order to be valid, this proxy form for the EGM must be deposited by hand or post to the 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 24 hours before the time for holding the EGM (i.e. not later than 3 p.m. on Thursday, 19 October 2023) (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 EGM or any adjourned meetings should they so wish.

4. In case of joint holders of 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.

• Shareholders or their proxies shall provide their identity documents when attending the EGM.