CStone Pharmaceuticals — Proxy Solicitation & Information Statement 2019

May 21, 2019

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CStone Pharmaceuticals 基石藥業

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2616)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We (Name)

of (Address) being the holder(s) of “Company”) hereby appoint (Name)

(Block capitals, please)

(see Note 1) shares of US$0.0001 each in the capital of CStone Pharmaceuticals (the

of (Address) or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Level 7 Bowen Room, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 20 June 2019 at 9:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

		Ordinary Resolutions (see Note 3)	Ordinary Resolutions (see Note 3)			For	Against	Against
1.	To receive and consider the audited consolidated financial statements of the Company and
	the reports of the directors and auditors for the year ended December 31, 2018
2.	(i) To re-elect Dr. Frank Ningjun Jiang as an executive director of the Company
	(ii) To re-elect Dr. Wei Li as a non-executive director of the Company
	(iii) To re-elect Mr. Qun Zhao as a non-executive director			of the Company
	(iv) To re-elect Mr. Yanling Cao as a non-executive director of the Company
3.	To authorise the board of directors to fix the remuneration of the directors of the Company
4.	To re-appoint Deloitte Touche Tohmatsu as auditors and authorise the board of directors of
	the Company to fix their remuneration
5.	To give a general mandate		to the directors to allot, issue and deal with additional shares not
	exceeding 20% of the issued share capital of the Company
6.	To give a general mandate to the directors to repurchase shares not exceeding 10% of the
	issued share capital of the Company
7.	To extend the authority given to the directors pursuant to ordinary resolution no. 5 to issue
	shares by adding to the		issued share capital of the Company the number		of shares
	repurchased under ordinary resolution no. 6

Dated this day of 2019 Signature(s) (see Note 5)

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against” . Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, on 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.