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

Sep 1, 2016

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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)

PROXY FORM FOR HOLDERS OF H SHARES FOR USE AT THE FIRST EXTRAORDINARY GENERAL MEETING OF 2016 TO BE HELD ON 20 OCTOBER 2016

Number of shares to which this proxy form relates [(Note][1)]

I/We [(Note][2)] of being shareholder(s) of H Shares [(Note][3)] of Shanghai Pharmaceuticals Holding Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the Meeting or [(Note][4)] of

as my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting (“ EGM ”) of the Company to be held at Ocean Energy Hall, Science Hall, 57 Nanchang Road, Shanghai, PRC on 20 October 2016 at 2:30 p.m. and any adjournment thereof. I/ We direct that my/our votes be cast on the resolutions set out in the Notice of the EGM dated 2 September 2016 as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

		Ordinary Resolution	FOR(Note 5)	AGAINST(Note 5)	Abstain(Note 5)
1.	Proposal regarding the election of Mr. ZHOU Jun as a non-
	executive director	of the sixth session of the board of the
	Company.
		Special Resolution	FOR(Note 5)	AGAINST(Note 5)	Abstain(Note 5)
2.	Proposal regarding	the amendments to the articles of association
	of the Company.

Date: 2016 Signature [(Note][6)] :

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy form relates. This proxy form will be deemed to relate to such number of shares inserted. 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).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in block letters.

3. Please insert the number of shares registered in your name(s).

4. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Any alteration made to this proxy form must be duly initiated by the person who signs it.

5. IMPORTANT votetick inagainstthe boxany: markedifresolution,you wish“ abstain pleaseto vote” tickorforinsertinanytheresolution,theboxnumbermarkedpleaseof“ against share(s)tick ”inoryoutheinsertboxhold.themarkedThenumbernumber“ for of” orshare(s)ofinsertabstainedyouthe numberhold.votesIfwillofyoushare(s)notwishbetoyoucountedabstainhold.forasIf theyouvote,requiredwishpleaseto majority in favour of any given resolution proposed while the number of abstained votes will be counted into the denominator for the purpose of percentage calculation of the voting. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this proxy form, your proxy will also be entitled to vote at his discretion on any resolution duly put to the EGM other than those referred to in the notice convening the EGM.

6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a company or an institution, must either be executed under seal or under the hand of a director thereof or an attorney duly authorised or other persons to sign the same. In case of joint holders of shares, this proxy form must be signed by the joint holder whose name stands first in the register of members of the Company.

7. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the share(s) represented by that shareholder or proxy will be deemed not to be carrying voting rights with respect to that resolution. In that event, this proxy form will be deemed to have been revoked.

8. To be valid, if this proxy form is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for the purpose of holders of H shares of the Company) not less than 24 hours before the time for holding the EGM or the time appointed for voting by poll.

9. Please refer to the circular of the Company dated 2 September 2016 for the details of the above ordinary resolutions to be proposed at the EGM for consideration and approval.

10. Where there are joint holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the EGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the Meeting, such proxies may only exercise their voting rights in a poll.

* For identification purpose only