Shanghai Pioneer Holding Ltd — Proxy Solicitation & Information Statement 2016

Dec 6, 2016

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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CHINA PIONEER PHARMA HOLDINGS LIMITED 中國先鋒醫藥控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01345)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Pioneer Pharma Holdings Limited (the “ Company ”) will be held at 10:00 a.m. on Thursday, 22 December 2016 at Azalea Hall, 1/F, Radisson Blu Hotel Shanghai Hong Quan, 210 Taopu Road, Putuo District, Shanghai for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the execution and delivery of and the performance of the obligations under the share purchase agreement dated 17 October 2016, as amended and supplemented by the supplemental agreement dated 2 December 2016 (the “ Supplemental Agreement ”), entered into between the Pioneer Pharma (Hong Kong) Co., Limited (as seller) and Mr. Li Xinzhou (as purchaser) in relation to the sale and purchase (the “ Disposal ”) of the one ordinary share of SG$1 in Pioneer Pharma (Singapore) Pte. Ltd. (the “ Agreement ”) (copies of the Agreement and the Supplemental Agreement have been produced to the meeting and marked “A” and “B” respectively and initiated by the chairman of the meeting for identification purposes) by the Company and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

• (b) any one director of the Company be and is hereby authorised to sign, agree, ratify, perfect, execute or deliver (including under seal where applicable) such documents and to do or authorise doing all such acts and things incidental to the Agreement and the Supplemental Agreement and the transactions contemplated thereunder as he may in his

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absolute discretion consider necessary, desirable or expedient and in the best interest of the Company in connection with the implementation of, giving effect to or completion of the Disposal and the transactions contemplated thereunder.”

Yours faithfully, By Order of the Board China Pioneer Pharma Holdings Limited Li Xinzhou Chairman

Hong Kong, 6 December 2016

Registered office: Principal place of business 190 Elgin Avenue in Hong Kong: George Town 36/F, Tower Two Grand Cayman Times Square KY1-9005 1 Matheson Street Cayman Islands Causeway Bay, Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a member of the Company but must be present in person to represent him.

2. To be valid, the form of proxy together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority or other authority, must be deposited at the office of the Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time of the meeting or any adjournment thereof should he so wish.

3. The resolution to be put to vote at the extraordinary general meeting will be taken by way of poll in accordance with the requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the results of the poll will be published on the website of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (www.hkexnews.hk).

4. A form of proxy for use in connection with the extraordinary general meeting is enclosed and such form is also published on the website of the Stock Exchange (www.hkexnews.hk).

5. The meeting will be conducted in Chinese and no translation will be provided.

6. The Shareholders whose names appear on the Share register of members of the Company on Thursday, 22 December 2016 are entitled to attend and vote at the EGM.

As at the date of this announcement, the Directors are Mr. LI Xinzhou, Mr. WANG Yinping and Mr. ZHU Mengjun as executive Directors, Mr. WU Mijia as non-executive Director and Mr. XU Zhonghai, Mr. LAI Chanshu and Mr. WONG Chi Hung, Stanley as independent non-executive Directors.

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