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

May 7, 2020

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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

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 annual general meeting (“ AGM ”) 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 at 13:00 and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the notice and supplemental notice of the AGM 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	For (Note 4)	Against (Note 4)	Abstain (Note 4)
	1.	Annual Report for 2019
	2.	Report of the Board of Directors for 2019
	3.	Report of the Board of Supervisors for 2019
	4.	Final Accounts Report for 2019 and Financial Budget for 2020
	5.	Profit Distribution Plan for 2019
	6.	Proposal regarding Re-appointment of Domestic Auditor and Termination of Re-appointment of Overseas Auditor
	7.	Proposal regarding External Guarantees for 2020
	Special Resolutions			For (Note 4)	Against (Note 4)	Abstain (Note 4)
	8.	Proposal regarding Issuance of Debt Financing Products
	9.	Proposal regarding the Satisfaction of Conditions for Issuing Corporate Bonds
	10.	Proposal regarding the Public Issuance of Corporate Bonds
		10.01	Face value of bonds to be issued and scale of issuance
		10.02	Issuing price of bonds and the way to determine interest rate
		10.03	Variety and term of bonds
		10.04	Way of principal and interest repayment
		10.05	Way of issuance
		10.06	Target of issuance and arrangement of placement to shareholders of the Company
		10.07	Use of proceeds

* For identification purpose only

	Special Resolutions	Special Resolutions	Special Resolutions	For (Note 4)	Against (Note 4)	Abstain (Note 4)
		10.08	Guarantees
		10.09	Credit standing of the Company and measures to guarantee repayment
		10.10	Way of underwriting
		10.11	Listing arrangements
		10.12	Period of validity of the resolution
		10.13	The said issuance on authorizations for the executive committee of the board
	11.	Proposal regarding the Proposed Application for Centralized Registration of Different Types of Debt Financing Instruments (DFI model)
	12.	Proposal regarding the General Mandate of the Company
13.	13.	Proposal in relation to the Amendments to the Articles of Association

Date: 2020 Signature [(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, please 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. Note: If you wish to vote for any resolution, please tick a “✔” in the box marked “ For ”. If you wish to vote against any resolution, please tick a “✔” in the box marked “ Against ”. If you wish to abstain for vote, please tick a “✔” 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 proxy form must be signed by you or your attorney duly authorized in writing or, if the appointer is the 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 power of attorney or other authorized documents signed by the same person must be notarially certified. 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 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.

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 AGM or the time appointed for voting by poll.

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