Shanghai Pharmaceuticals Holding Co., Ltd. — Proxy Solicitation & Information Statement 2019

Oct 31, 2019

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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 THE INDEPENDENT NON-EXECUTIVE DIRECTOR FOR USE AT THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

I/We [(Note][1)]

of being shareholder(s) of H Shares [(Note][2)] of Shanghai Pharmaceuticals Holding Co., Ltd. (the “ Company ”). As the appointing party, I/we confirm that I/we have, prior to signing this proxy form of the Independent Non-Executive Director (the “ Proxy Form ”), read carefully the announcement regarding the public Solicitation of Voting Rights by the Independent Directors (the “ Announcement ”) dated 1 November 2019, the Notice of the 2019 First Extraordinary General Meeting (the “ EGM ”) (the “ Notice ”) and other relevant documents, and have been sufficiently informed about details relating to the current solicitation of voting rights. I/we have the right to, at any time prior to on-site registration at the meeting, revoke my/our appointment of the soliciting party as proxy under this Proxy Form or to amend the contents of this Proxy Form in accordance with procedures specified in the Notice.

As the appointing party, I/we hereby appoint Mr. HONG Liang, an Independent Non-executive Director of the Company, as my/our proxy to attend for me/us and on my/our behalf at the EGM to be held at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, PRC on 18 December 2019 at 13:00 and any adjournment thereof, and votes on the resolutions set out below as indicated in this Proxy Form. If no such indication is given, as my/our proxy thinks fit.

	Special Resolutions	Special Resolutions	For (Note 3)	Against (Note 3)	Abstain (Note 3)
	1.	Proposal regarding the Proposed Adoption of the2019 Share Option Scheme
	2.	Proposal regarding the Assessment ManagementMeasures for the Implementation of the 2019Share Option Scheme
	3.	Proposal regarding the Proposed Authorization tothe Board to Deal with Relevant Matters inRelation to the 2019 Share Option Scheme

Date: 2019 Signature [(Note][4)] :

Notes:

1. 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.

2. 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).

3. resolution, IMPORTANT: pleaseiftickyouinwishthe boxto votemarkedfor any“ Against resolution,”. If youpleasewishtickto inabstainthe boxfor markedvote, please“ For tick”. Ifinyouthewishbox tomarkedvote against“ Abstain any”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion.

4. This Proxy Form must be signed by you or your attorney duly authorised in writing or, or if the appointer is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, a proxy form authorizing that attorney to sign or other document of authorization must be notarised. Any alteration made to this Proxy Form must be duly initiated by the person who signs it.

5. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the H Share register of members of the Company.

6. To be valid, this Proxy Form, together with notarised 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.

7. Completion and delivery of this Proxy Form will not preclude you from attending and voting at the EGM in person if you so wish.

* For identification purpose only