Shanghai Pharmaceuticals Holding Co., Ltd. — Proxy Solicitation & Information Statement 2020

May 7, 2020

==> picture [192 x 43] intentionally omitted <==

Shanghai Pharmaceuticals Holding Co., Ltd.[*]

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

(Stock Code: 02607)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE 2020 FIRST H SHARE CLASS MEETING

I/We [(Note][1)]

of

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

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2020 First H Share Class Meeting (“ H Share Class Meeting ”) to be held at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, the PRC on 23 June 2020 and any adjournment thereof immediately following the conclusion of the Annual General Meeting and the 2020 First A Share Class Meeting of the Company and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the Notice of the H Share Class Meeting as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

Special Resolution		For (Note 4)	Against (Note 4)	Abstain (Note 4)
1.	Proposal in relation to the Amendments to the Articlesof Association
Date:2020Signature (Note 5):

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. 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.

4. IMPORTANT: if you wish to vote for any resolution, please tick in the box marked “ For ”. 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 ”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion.

5. This form of proxy must be signed by you or your attorney duly authorized 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, the 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.

6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to 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.

7. 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 H Share Class Meeting or the time appointed for voting by poll.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the H Share Class Meeting in person if you so wish.

* For identification purpose only