Shanghai Pharmaceuticals Holding Co., Ltd. — Proxy Solicitation & Information Statement 2016

Sep 1, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 THE FIRST EXTRAORDINARY GENERAL MEETING OF 2016

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting (the “ Extraordinary General Meeting ”) of Shanghai Pharmaceuticals Holding Co., Ltd. (the “ Company ”) will be held at Ocean Energy Hall, Science Hall, 57 Nanchang Road, Shanghai, PRC on 20 October 2016 at 2:30 p.m. to consider and prove the following proposals:

ORDINARY RESOLUTION

• (1) Proposal regarding the Election of Mr. ZHOU Jun as a Non-executive Director of the Sixth Session of the Board;

SPECIAL RESOLUTION

• (2) Proposal regarding the Amendments to the Articles of Association.

By Order of the Board

Shanghai Pharmaceuticals Holding Co., Ltd.*

LIU Dawei

Joint Company Secretary

Shanghai, the PRC, 2 September 2016

* For identification purpose only

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Notes:

1. Eligibility for attending the Extraordinary General 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 11 October 2016 are entitled to attend this Extraordinary General Meeting.

In order to attend this Extraordinary General 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 11 October 2016.

2. Proxy

• (1) Each shareholder entitled to attend and vote at the Extraordinary General 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.

To be valid, for holders of H Shares, the proxy form 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 Extraordinary General Meeting.

• (3) Any voting at the Extraordinary General Meeting shall be taken by poll.

3. Registration procedures for attending the Extraordinary General Meeting

• (1) A shareholder or his proxy should produce proof of identity when attending the Extraordinary General 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 Extraordinary General 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 Extraordinary General Meeting in person or by their proxies should complete and return the reply slip for attending the Extraordinary General 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 10 October 2016.

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4. Voting by poll

In accordance with Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the Extraordinary General Meeting will demand a poll in relation to all the proposed resolutions at the Extraordinary General Meeting in accordance with Article 104 of Articles of Association.

5. Miscellaneous

• (1) The Extraordinary General 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 address of the Company:

No. 92 Zhangjiang Road Pilot Free Trade Zone China (Shanghai)

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

• (5) Please refer to the circular of the Company dated 2 September 2016 for the details of the resolutions to be proposed at the Extraordinary General Meeting for consideration and approval.

As at the date of this announcement, the executive directors of the Company are Mr. CHO Man, Mr. LI Yongzhong and Mr. SHEN Bo; the non-executive director is Ms. LI An; and the independent nonexecutive directors are Mr. WAN Kam To, Mr. TSE Cho Che, Edward, Mr. CAI Jiangnan and Mr. HONG Liang.

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