Simcere Pharmaceutical Group Limited — Proxy Solicitation & Information Statement 2022

Dec 28, 2022

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Simcere Pharmaceutical Group Limited 先聲藥業集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 2096)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JANUARY 18, 2023

I/We1 (Name) of (Address) being the registered holder(s) of 2 shares (the “ Shares ”) of Simcere Pharmaceutical 3 Group Limited (先聲藥業集團有限公司) (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING , or (Name) of (Address) (who represents Shares held by me/us)2 as my/our proxy to attend and vote for me/us and on my/ our behalf at the extraordinary general meeting (the “ Meeting ”) of the Company to be held at No. 699-18, Xuanwu Road, Xuanwu District, Nanjing, Jiangsu, PRC on Wednesday, January 18, 2023 at 1:00 p.m. or at any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting or at any adjournment thereof (as the case may be) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

indicated, and, if no such indication is given, as my/our proxy thinks fit.	indicated, and, if no such indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS		FOR4	AGAINST4
1.	To approve and confirm the proposed grant of 1,650,000 restricted share unites(“RSUs”) to Mr. Tang Renhong pursuant to the restricted share unit scheme of theCompany adopted by the Board on May 20, 2021 (“2021 RSU Scheme”).
2.	To approve and confirm the proposed grant of 850,000 RSUs to Mr. Wan Yushanpursuant to the 2021 RSU Scheme.
3.	To approve and confirm the proposed grant of 350,000 RSUs to Mr. ChengXianghua pursuant to the 2021 RSU Scheme.
4.	To approve and confirm the proposed grant of 150,000 RSUs to Mr. Wang Fengpursuant to the 2021 RSU Scheme.
5.	To approve and confirm the proposed grant of 150,000 RSUs to Ms. Cong Yuehuapursuant to the 2021 RSU Scheme.
6.	To approve and confirm the proposed grant of 100,000 RSUs to Mr. Peng Shaopingpursuant to the 2021 RSU Scheme.
7.	To approve and confirm the proposed grant of 100,000 RSUs to Mr. Yu Qingzhupursuant to the 2021 RSU Scheme.
8.	To approve and confirm the proposed grant of 100,000 RSUs to Ms. ChenYanqiong pursuant to the 2021 RSU Scheme.
9.	To approve and confirm the proposed grant of 100,000 RSUs to Mr. Hou Zhiweipursuant to the 2021 RSU Scheme.
10.	To authorize any one or more of the Directors to do all such acts and thingsand execute all such documents which he/they consider necessary, desirable orexpedient for the purpose of, or in connection with, the implementation of andgiving effect to the grant of RSUs and the transactions contemplated thereunder,including but not limited to the allotment and issue of the shares of the Companypursuant to the 2021 RSU Scheme.
11.	To elect Ms. Wang Xi as an executive director of the Company.
12.	To elect Mr. Sung Ka Woon as an independent non-executive director of theCompany.

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Signature

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. FAILURE TO TICK A BOX WILL ENTITLE YOUR PROXY (OR PROXIES) TO CAST YOUR VOTE AT HIS/HER DISCRETION. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than referred to the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

6. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours (i.e. 1:00 p.m. on Monday, January 16, 2023) before the time appointed for holding of the Meeting or the adjourned Meeting (as the case may be).

7. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

8. The proxy needs not be a shareholder of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

10. The full text of the proposed resolutions appears in the circular of the Meeting dated December 29, 2022.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.