Shanghai Pharmaceuticals Holding Co., Ltd. — Proxy Solicitation & Information Statement 2011

Jun 9, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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上海醫藥集團股份有限公司 Shanghai Pharmaceuticals Holding Co., Ltd.[*]

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 02607)

Notice of H Share Class Meeting

NOTICE IS HEREBY GIVEN that the H Share Class Meeting of Shanghai Pharmaceuticals Holding Co., Ltd. (the “Company”) will be held at Zhouming Hall, 5th Floor, Good Hope Hotel, 500 Zhaojiabang Road, Shanghai on 30 June 2011 immediately following the conclusion of the Annual General Meeting of the Company to be held at the same venue on the same day, for the following purposes:

SPECIAL RESOLUTION

To consider and approve the profit distribution plan of the Company for the year 2010.

By Order of the Board Shanghai Pharmaceuticals Holding Co., Ltd. LU Mingfang Chairman

Shanghai, the PRC, 9 June 2011

Notes:

1. Eligibility for attending the H Share Class Meeting and date of registration of members for H shares

Purchasers of shares who have submitted their instruments of share transfer to the H Share Registrar of the Company and registered as shareholders on the H share register of members of the Company before 4:30 p.m. on 24 June 2011 are entitled to attend this H Share Class Meeting.

In order to attend this H Share Class Meeting, holders of H shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before 4:30 p.m. on 24 June 2011.

2. Proxy

• (1) Each shareholder entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

• (2) The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised.

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To be valid, for holders of H shares, the form of proxy and notarised power of attorney or other document of authorisation must be delivered to 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 appointed for the H Share Class Meeting.

• (3) Any voting at the H Share Class Meeting shall be taken by poll.

3. Registration procedures for attending the H Share Class Meeting

• (1) A shareholder or his proxy should produce proof of identity when attending the H Share Class Meeting. If a shareholder is a legal person, its legal representative or other person authorised by the board of directors or other governing body of such shareholder may attend the H Share Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

• (2) Shareholders of the Company intending to attend the H Share Class Meeting in person or by their proxies should complete and return the reply slip for attending the H Share Class Meeting to Computershare Hong Kong Investor Services Limited (for holders of H shares) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before 19 June 2011.

4. Voting by poll

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the Chairman of the H Share Class Meeting will demand a poll in relation to the proposed resolution at the H Share Class Meeting in accordance with Article 104 of the Articles of Association of the Company.

5. Miscellaneous

• (1) The H Share Class Meeting is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

• (2) The address of Computershare Hong Kong Investor Services Limited is:

Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (3) The address of China Securities Depository and Clearing Corporation Limited Shanghai Branch is:

Level 36, China Insurance Building, 166 East Lujiazui Road, Pudong New District, Shanghai, the People’s Republic of China.

• (4) The registered office of the Company is:

No. 92 Zhangjiang Road Pudong New District Shanghai The People’s Republic of China

Contact office: Office of the Board Telephone No.: 86 (21) 6373 0908 Facsimile No.: 86 (21) 6328 9333 Contact Person: HAN Min

• (5) Please refer to the circular of the Company dated 9 June 2011 for details of the resolution to be proposed at the H Share Class Meeting for consideration and approval.

As of the date of this notice, the executive Directors of the Company are Mr. LU Mingfang, Mr. ZHANG Jialin and Mr. XU Guoxiong; the non-executive Directors of the Company are Mr. LU Shen and Mr. JIANG Ming; and the independent non-executive Directors of the Company are Mr. ZENG Yixin, Mr. BAI Huiliang, Mr. CHEN Naiwei and Ms. Tommei TONG.

• For identification purposes only

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