Shanghai Pharmaceuticals Holding Co., Ltd. — Proxy Solicitation & Information Statement 2025

Nov 18, 2025

SPH 上海医药 SHANGHAI PHARMA

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 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, 2nd Floor, Shanghai Pharma Building, No. 200 Taicang Road, Huangpu District, Shanghai, the PRC on 9 December 2025 at 14:00 or any adjournment thereof. 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 Resolution		For (Note 4)	Against (Note 4)	Abstain (Note 4)
1.	Proposal regarding Abolishment of the Supervisory Board and the Amendments to the Articles of Association and its Appendices
Ordinary Resolutions		For (Note 4)	Against (Note)	Abstain (Note 4)
2.	Proposal regarding the Amendments to the Implementation Rules of Cumulative Voting System
3.	Proposal regarding the Amendments to the Administrative Measures for Raised Funds
4.	2025 Interim Profit Distribution Plan

Date: 2025

Signature (Note 6):

• For identification purpose only

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Notes:

1. Please insert the full name(s) and address(es) (must be the same 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. In relation to the resolutions No.1-4: 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”. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as abstained. The votes abstained will be counted in the calculation of the required majority.

If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

1. This proxy form must be signed by you or your attorney duly authorised 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.

2. 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.

3. 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, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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.

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