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

Jun 11, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

NOTICE OF THE H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the H Share Class Meeting (the “ H Share Class Meeting ”) of Shanghai Pharmaceuticals Holding Co., Ltd. (the “ Company* ”) will be held at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, PRC on Tuesday, 29 June 2021 immediately after the conclusion of the annual general meeting of 2020 or any adjournment thereof, to consider and approve the following proposals:

SPECIAL RESOLUTIONS

1. 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):

2. (1) class and par value of the shares to be issued;

3. (2) method and time of issuance;

4. (3) subscription method;

5. (4) issue price and pricing principles;

6. (5) number of shares to be issued and the subscribers;

7. (6) lock-up period;

8. (7) place of listing;

9. (8) arrangement for the accumulated undistributed profits of the Company prior to the Proposed Non-public Issuance of A Shares;

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11. (9) validity period of the resolution in relation to the Proposed Non-public Issuance of A Shares; and

12. (10) amount and use of proceeds.

13. To consider and approve the proposal regarding the Proposed Non-public Issuance of A Shares.

14. To consider and approve the proposal regarding granting a specific mandate in relation to the Proposed Non-public Issuance of A Shares to the Board and authorizing the Board and its authorized persons to deal with relevant matters in relation to the Proposed Non-public Issuance of A Shares and the strategic cooperation.

15. To consider and approve the proposal regarding the conditional subscription agreements between the Company and the Subscribers.

16. To consider and approve the proposal regarding the connected transaction relating to the Proposed Non-public Issuance of A Shares of the Company.

By order of the Board Shanghai Pharmaceuticals Holding Co., Ltd.* ZHOU Jun Chairman

Shanghai, the PRC, 11 June 2021

As at the date of this notice, the executive Directors are Mr. CHO Man, Mr. LI Yongzhong and Mr. SHEN Bo; the non-executive Directors are Mr. ZHOU Jun, Mr. GE Dawei and Ms. LI An; and the independent non-executive Directors are Mr. CAI Jiangnan, Mr. HONG Liang, Mr. GU Zhaoyang and Mr. Manson FOK.

• For identification purpose only

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Notes:

1. Eligibility for attending the H Share Class Meeting and date of registration of members for H shares

Purchasers of shares who have submitted their instruments of share transfer to the H share registrar of the Company and registered as shareholders on the H Share register of members of the Company before 4:30pm on 18 June 2021 are entitled to attend this H Share Class Meeting.

In order to attend this H Share Class Meeting, holders of H shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before 4:30pm on 18 June 2021.

2. Proxy

• (1) Each shareholder entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy needs not be a shareholder of the Company.

• (2) The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorized in writing, or if the appointor 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 appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarised.

To be valid, for holders of H shares, the form of proxy and notarised power of attorney or other document of authorization 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 not less than 24 hours before the time appointed for the H Share Class Meeting.

• (3) Any voting at the H Share Class Meeting shall be taken by poll.

3. Registration procedures for attending the H Share Class Meeting

• (1) A shareholder or his proxy should produce proof of identity when attending the H Share Class Meeting. If a shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such shareholder may attend the H Share Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the H Share Class Meeting.

• (2) Shareholders of the Company intending to attend the H Share Class Meeting in person or by their proxies should complete and return the reply slip for attending the H Share Class Meeting to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before 19 June 2021.

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4. Voting by poll

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a shareholder’s general meeting must be taken by poll. Accordingly, the chairman of the H Share Class Meeting will demand a poll in relation to all the proposed resolutions at the H Share Class Meeting in accordance with Article 104 of Articles of Association.

5. Miscellaneous

• (1) The H Share Class Meeting is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

• (2) The address of Computershare Hong Kong Investor Services Limited:

Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (3) The address of China Securities Depository and Clearing Corporation Limited Shanghai Branch is:

Level 36, China Insurance Building, 166 East Lujiazui Road, Pudong New District, Shanghai, the PRC.

• (4) The registered address of the Company:

No. 92 Zhangjiang Road Pilot Free Trade Zone China (Shanghai)

Contact office: Office of the Board Telephone No.: 86 (21) 6373 0908 Facsimile No.: 86 (21) 6328 9333 Contact Person: CHEN Jinzhu

• (5) Please refer to the circular of the Company dated 11 June for the details of the resolutions to be proposed at the H Share Class Meeting for consideration and approval.

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