China Resources Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

華潤醫藥集團有限公司
China Resources Pharmaceutical Group Limited
(Incorporated in Hong Kong with limited liability)
(Stock Code: 3320)

Proxy form for use at the annual general meeting (“AGM”) of China Resources Pharmaceutical Group Limited (the “Company”) to be held at 50th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Friday, 23 May 2025 at 3:30 p.m. and at any adjournment thereof.

I/We (note 1)

of

being the registered holder(s) of _______ shares (note 2) of the Company, hereby appoint the Chairman of the AGM or (note 3)

Name ____ Address ____ No. of shares _______

and/or (delete as appropriate)

Name ____ Address ____ No. of shares _______

to act as my/our proxy at the AGM of the Company to be held at 50th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Friday, 23 May 2025 at 3:30 p.m. and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an “√” in the appropriate boxes below (note 4). In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion (note 4).

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 28 April 2025.

	ORDINARY RESOLUTIONS	FOR (note 4)	AGAINST (note 4)
1.	To receive and consider the audited financial statements, the directors’ report and the independent auditor’s report of the Company for the year ended 31 December 2024.
2.	To declare a final dividend of RMB0.052 per share for the year ended 31 December 2024.
3.	(1) To re-elect Mdm. Guo Wei as a non-executive Director.
	(2) To re-elect Mr. Guo Chuan as a non-executive Director.
	(3) To re-elect Mr. Fu Tingmei as an independent non-executive Director.
	(4) To re-elect Mr. Zhang Kejian as an independent non-executive Director.
4.	(1) To elect Mdm. Chiu Mun Wai as an independent non-executive Director.
	(2) To elect Mr. Shi Luwen as an independent non-executive Director.
5.	To authorise the Board to fix the remuneration of the Directors.
6.	To re-appoint KPMG as the auditor of the Company and to authorise the Board to fix their remuneration.
7.	To give a general mandate to the Directors to buy back shares of the Company. (Ordinary Resolution in item No.7 of the Notice of Annual General Meeting)
8.	To give a general mandate to the Directors to issue new shares of the Company. (Ordinary Resolution in item No.8 of the Notice of Annual General Meeting)
9.	To extend the general mandate to be given to the Directors to issue new shares of the Company. (Ordinary Resolution in item No.9 of the Notice of Annual General Meeting)

Dated this _______ 2025

Shareholder’s signature (note 5)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.
2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the AGM or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK (√) THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK (√) THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any of the boxes for each item will entitle your proxy to cast his/her votes or to abstain on the relevant resolution at his/her discretion. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
5. This proxy form must be signed by you or your attorney duly authorised in writing or in the case of a corporation must be executed either under its common seal or under the hand of its legal representative, director(s) or duly authorized attorney(s) to it.
6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting in person or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
7. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s registered office at 41st Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the AGM or any adjournment thereof.
8. Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
9. Completion and deposit of this proxy form will not preclude you from attending and voting at the AGM if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).
(ii) Your Personal Data is supplied to the Company on a voluntary basis for the purpose of processing your request for appointment of a proxy or proxies and your voting instructions for the AGM. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company’s share registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong.