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

Mar 27, 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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 17 APRIL 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) share(s) of each in the share capital of Charmacy Pharmaceutical Co., Ltd. (the “ Company ”), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING or

share(s) of RMB1.00

of

as my/our proxy to attend at the extraordinary general meeting of the Company (the “ EGM ”) (and at any adjournment thereof) to be held at the 2nd floor, No. 33 Liyu Street, Dongchong Town, Nansha District, Guangzhou City, Guangdong Province, PRC on 17 April 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.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
1.	THAT the framework loan agreement dated 2 March 2023 (the “Framework LoanAgreement”) entered into between the Company and Jiangxi Jiangzhong PharmaceuticalCommercial Operation Co., Ltd.* (江西江中醫藥商業運營有限責任公司) (“JiangzhongYishang”) in relation to the grant of loan facility not exceeding the maximum limit asauthorised by the statutory approval authorities of both parties by Jiangzhong Yishang to theGroup for a term of three years, the transactions contemplated thereunder and the proposedannual caps for the transactions contemplated thereunder, be and are hereby approved andconfirmed; and
2.	THAT Mr. Yao Chuanglong be and is hereby authorised to (i) determine the relevantcommercial terms arising from the Framework Loan Agreement, including but not limited tothe interest rate of each individual loan agreements, the specific ratio of inventories of theCompany and its subsidiaries as a collateral and the relevant collateral agreements, (ii) signor execute such other documents or supplemental agreements or deeds on behalf of theCompany and (iii) do all such things and take all such actions as he/she may considernecessary or desirable for the purpose of giving effect to the Framework Loan Agreementand completing the transactions contemplated thereunder with such changes as he/she mayconsider necessary, desirable or expedient.

For details of the above resolutions, please refer to the Company’s circular dated 27 March 2023.

Date: 2023 Signature(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.

5. 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.

6. 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.

7. 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.

8. 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, Wan Chai, Hong Kong not less than 24 hours before the time for holding the EGM (i.e. not later than 3 p.m. on Sunday, 16 April 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.

9. 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.

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