Shanghai Pharmaceuticals Holding Co., Ltd. — Proxy Solicitation & Information Statement 2017

May 8, 2017

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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 OF HOLDERS OF H SHARES FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 23 JUNE 2017

Number of H 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 for me/us and on my/our behalf at the Annual General Meeting (“ AGM ”) of the Company to be held at Ocean Energy Hall, 1st Floor, Shanghai Science Hall, 57 Nanchang Road, Shanghai, PRC on 23 June 2017 at 1:00 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 AGM dated 9 May 2017 as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions			Abstain (Note 5)	Abstain (Note 5)
	Ordinary Resolutions		For (Note 5)	Against (Note 5)	Abstain (Note 5)
	1.	Report of the Board of Directors for 2016
	2.	Report of the Board of Supervisors for 2016
	3.	Annual Report for 2016
	4.	Final Accounts Report for 2016
	5.	Financial Budget for 2017
	6.	Profit Distribution Plan for 2016
	7.	Proposal regarding Payment of Auditors’ Feesfor 2016
	8.	Proposal regarding Engagement of Auditors
	9.	Proposal regarding External Guarantees for 2017
	10.	Proposal in relation to the Amendments to theCommitment regarding the Shares held byEmployees and the Employee Share OwnershipCommittee
	Special Resolutions		For (Note 5)	Against (Note 5)	Abstain (Note 5)
	11.	Proposal regarding Issuance of Debt FinancingProducts
12.	12.	Proposal regarding the Grant of a GeneralMandate by the Shareholders’ General Meetingto the Board of Directors to Allot, Issue andDeal with Shares

Date: 2017 Signature (Note 6) :

* For identification purpose only

Notes:

1. Please insert the number of shares registered in your name (s) to which this form of proxy relates. This form of proxy will be deemed to relate to such number of shares inserted. If no number is inserted, this form of proxy 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 form of proxy must be duly initiated by the person who signs it.

5. IMPORTANT: if you wish to vote for any resolution, please tick in the box marked “ For ” or insert the number of share (s) you hold. If you wish to vote against any resolution, please tick in the box marked “ Against ” or insert the number of share (s) you hold. If you wish to abstain for vote, please tick in the box marked “ Abstain ” or insert the number of share (s) you hold. 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 form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the AGM other than those referred to in the notice convening the AGM.

6. This form of proxy 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 form of proxy 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 form of proxy will be deemed to have been revoked.

8. To be valid, if this form of proxy 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 AGM or the time appointed for voting by poll.

9. Where there are joint holders of any shares, any one of such persons may vote at the AGM, 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 AGM, 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.