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

May 28, 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 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, speak 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 26 June 2025 at 13:00 and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the 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			For (Note 4)	Against (Note 4)	Abstain (Note 4)
1.	Annual Report for 2024
2.	Report of the Board of Directors for 2024
3.	Report of the Board of Supervisors for 2024
4.	Final Accounts Report for 2024 and Financial Budget for 2025
5.	Profit Distribution Plan for 2024
6.	Proposal regarding Re-appointment of the Accounting Firm
7.	Proposal regarding External Guarantees for 2025
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 Issuance of Corporate Bonds
	10.01	Face value and issuing price of bonds to be issued and scale of issuance
	10.02	Interest rate of bonds and its way of determination
	10.03	Variety and term of bonds
	10.04	Method of principal and interest repayment
	10.05	Method of issuance
	10.06	Target of issuance and arrangement of placement to shareholders of the Company
	10.07	Use of proceeds
	10.08	Guarantees
	10.09	Measures to guarantee bonds repayment
	10.10	Way of underwriting
	10.11	Listing arrangements
	10.12	Period of validity of the resolution
	10.13	Authorizations regarding this issuance to the executive committee of the board
11.	Proposal regarding the General Mandate of the Company

Date: 2025

Signature (Note 5)

• For identification purpose only

---

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 to No.11 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 AGM other than those referred to in the notice convening the AGM.

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, MUFG Corporate Markets Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, 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.

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