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Sihuan Pharmaceutical Holdings Group Ltd. Proxy Solicitation & Information Statement 2020

May 29, 2020

49228_rns_2020-05-29_e2153139-8a74-48d1-bdfc-77b48af8e261.pdf

Proxy Solicitation & Information Statement

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Sihuan Pharmaceutical Holdings Group Ltd. 四環醫藥控股集團有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 0460)

FORM OF PROXY FOR USE AT SPECIAL GENERAL MEETING

I/We (Name) (Block capitals) of (Address) being the holder(s) of (see Note 1) shares of HK$0.01 each in the capital of Sihuan Pharmaceutical Holdings Group Ltd. (the ‘‘Company’’) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address) or failing him/her, the chairman of the meeting[(see][Note][2)] as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at Conference Room Mission 4+5, 4th Floor, Hilton Shenzhen Futian, Tower B, Great China International Finance Centre, 1003 Shennan Road, Futian, Shenzhen, the People’s Republic of China, on Monday, 15 June 2020 at 10:30 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorized and instructed to vote as indicated[(see][Note][3)] in respect of the undermentioned resolutions:

Ordinary Resolutions[(see][Note][3)] For[(see][Note][3)] Against[(see][Note][3)]

  1. ‘‘To approve, confirm and ratify the Sale and Purchase Agreement A and the Sale and Purchase Agreement B (as defined and set out in the Circular), the transactions contemplated under Sale and Purchase Agreements (as defined in the Circular) including, without limitation, the Disposal (as defined in the Circular); and to authorise any director of the Company to do all such things and execute all such documents as the director may at his/her absolute discretion deem fit or appropriate to give effect to the Sale and Purchase Agreements (as defined in the Circular) and the implementation of all the transactions contemplated thereunder including, without limitation, the Disposal.’’

  2. ‘‘Subject to the Special Cash Dividend Conditions (as defined and set out in the Circular), to approve the proposed Special Cash Dividend (as defined in the Circular) and to authorise the directors of the Company to effect the payment of the Special Cash Dividend and to do all acts and things and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the payment of the Special Cash Dividend’’

Dated this day of , 2020 Signature(s):

(see Note 5)

Notes:

  1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  2. meetingA shareholder’’, and insertmay appointthe name(s)moreofthanthe oneperson(s)proxy appointedof his/herasownproxychoice.in spaceIf suchprovided.an appointmentAny alterationis made,madestriketo thisoutformthe ofwordsproxy‘‘themustchairmanbe initialedof theby the person who signs it.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘Against’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any amendment of a resolution properly put to the meeting.

  4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.

  5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

  6. ToTricorbe valid,InvestorthisServicesform of Limited,proxy mustat Levelbe completed,54, HopewellsignedCentre,and deposited183 Queenat the’s RoadHong East,Kong HongbranchKong,sharetogetherregistrarwithand transferthe powerofficeof attorneyof the Company,or other authority (if any) under which it is signed (or a certified copy thereof), not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

  7. A proxy need not be a shareholder of the Company.