Shanghai Pharmaceuticals Holding Co., Ltd. — Proxy Solicitation & Information Statement 2021

Jul 26, 2021

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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 EXTRAORDINARY 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 extraordinary general meeting (“ EGM ”) 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 Thursday, 12 August 2021 at 2:00 p.m. I/We direct that my/our votes be cast on the resolutions set out in the Notice of the EGM as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit

	Special Resolutions	Special Resolutions	For (Note 4)	Against (Note 4)	Abstain (Note 4)
	1.	To consider and approve the proposal regarding the fulfilment of the criteria for the Proposed Non-public Issuance of A Shares.
	2.	To consider and approve the proposal regarding the Plan of the Proposed Non-public Issuance of A Shares. The main contents of the resolutions are set out as below (each to be considered and approved by way of separate special resolution):
		(1) class and par value of the shares to be issued;
		(2) method and time of issuance;
		(3) subscription method;
		(4) issue price and pricing principles;
		(5) number of shares to be issued and the subscribers;
		(6) lock-up period;
		(7) place of listing;
		(8) arrangement for the accumulated undistributed profits of the Company prior to the Proposed Non-public Issuance of A Shares;
		(9) validity period of the resolution in relation to the Proposed Non-public Issuance of A Shares; and
		(10) amount and use of proceeds.
3.	3.	To consider and approve the proposal regarding the Proposal for the Proposed Non-public Issuance of A Shares.

* For identification purpose only

Special Resolutions	Special Resolutions	Special Resolutions	Special Resolutions	For (Note 4)	Against (Note 4)	Against (Note 4)	Abstain (Note 4)
4.		To consider and approve the proposal regarding the feasibility report on the use of proceeds from the Proposed Non-public Issuance of A Shares in 2021.
			ed Non-public Issuance of A Shares in 2021.
5.		To con report Compa	sider and approve the proposal regarding the on the use of proceeds previously raised by the ny.
6.		To con dilutio Propos remedi	sider and approve the proposal regarding the n of immediate return resulting from the ed Non-public Issuance of A Shares and its al measures
7.		To con shareho (2021–	sider and approve the proposal regarding the lders’ return plan for the next three years 2023).
8.		To co grantin Propos Board persons Propos strategi	nsider and approve the proposal regarding g a specific mandate in relation to the ed Non-public Issuance of A Shares to the and authorizing the Board and its authorized to deal with relevant matters in relation to the ed Non-public Issuance of A Shares and the c cooperation.
9.		To con introdu	sider and approve the proposal regarding the ction of strategic investors to the Company.
10.		To con Strate Compa	sider and approve the proposal regarding the gic Cooperation Agreement between the ny and the strategic investor.
11.		To con conditi Compa	sider and approve the proposal regarding the onal subscription agreements between the ny and the Subscribers.
12.		To con connec public	sider and approve the proposal regarding the ted transaction relating to the Proposed Non- Issuance of A Shares of the Company.
Date	:		2021 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 EGM 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 EGM in person if you so wish.