Sinco Pharmaceuticals Holdings Limited — Proxy Solicitation & Information Statement 2010

May 7, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a licensed securities dealer or other bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of Sino Biopharmaceutical Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [236 x 88] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

Website: www.sinobiopharm.com (Stock code: 1177)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

A notice convening the extraordinary general meeting of Sino Biopharmaceutical Limited to be held at 10:30 a.m. (or so soon thereafter as the annual general meeting of Sino Biopharmaceutical Limited convened for the same day and at the same place shall have concluded or been adjourned) on Tuesday, 8 June, 2010 at 7th Floor, Board Room, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong is set out on page 5 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company at Unit 09, 41st Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

10 May, 2010

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . .		5

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “Board”

the board of Directors;

• “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;

• Sino Biopharmaceutical Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange; directors of the Company; the extraordinary general meeting of the Company to be held at 10:30 a.m. (or so soon thereafter as the annual general meeting of the Company convened for the same day and at the same place shall have concluded or been adjourned) on Tuesday, 8 June, 2010 to consider and, if thought fit, to approve the Increase in Authorised Share Capital;

• “Company”

• “Directors” directors of the Company;

• “EGM”

• “Group” the Company and its subsidiaries;

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC;

• “Increase in Authorised Share Capital”

• proposed increase in the existing authorised share capital of the Company from HK$150,000,000 divided into 6,000,000,000 Shares to HK$200,000,000 divided into 8,000,000,000 Shares by the creation of an additional 2,000,000,000 Shares;

• “Latest Practicable Date”

• 5 May, 2010, being the latest practicable date for the purpose of ascertaining certain information referred to in this circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange;

• “Share(s)”

• share(s) of HK$0.025 each in the share capital of the Company;

• “Shareholders(s)”

• holder(s) of Shares;

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited; and

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong.

– 1 –

LETTER FROM THE BOARD

==> picture [236 x 88] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability) Website: www.sinobiopharm.com

(Stock code: 1177)

Executive Directors: Mr. Tse Ping (Chairman) Mr. Zhang Baowen (Vice Chairman) Mr. Xu Xiaoyang (Chief Executive Officer) Mr. Tse Hsin Ms. Cheng Cheung Ling Mr. Tao Huiqi Mr. He Huiyu

Registered Office: Codan Trust Company (Cayman) Limited Century Yard Cricket Square Hutchins Drive P.O. Box 2681GT George Town Grand Cayman British West Indies

Independent non-executive Directors:

Mr. Lu Zhengfei Mr. Li Dakui Ms. Li Jun

Head office and principal place of business: Unit 09, 41st Floor Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong 10 May, 2010

To the Shareholders

Dear Sirs,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

INTRODUCTION

Reference is made to the announcement made by the Company dated 3 May, 2010 in relation to the Increase in Authorised Share Capital. This circular provides you with information relating to the Increase in Authorised Share Capital, and to give you notice of the EGM.

– 2 –

LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$150,000,000 comprising 6,000,000,000 Shares of HK$0.025 each, out of which 4,771,645,473 Shares were in issue and fully paid as at the Latest Practicable Date.

The Board proposes to increase the authorised share capital to HK$200,000,000 comprising 8,000,000,000 Shares by the creation of an additional 2,000,000,000 Shares.

Immediately after the completion of the Increase in Authorised Share Capital and assuming no new Shares are issued or repurchased from the Latest Practicable Date up to the EGM, the authorised share capital of the Company will be HK$200,000,000 divided into 8,000,000,000 Shares of HK$0.025 each, with 4,771,645,473 issued Shares and 3,228,354,527 unissued Shares.

Reasons for Increase in Authorised Share Capital

The Board proposes the Increase in Authorised Share Capital in order to accommodate future expansion and growth of the Group. The Board believes that the Increase in Authorised Share Capital is for the benefit of the Company and the Shareholders as a whole.

Condition of the Increase in Authorised Share Capital

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders by way of poll at the EGM and no Shareholder is required to abstain from voting on such resolution.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong at Unit 09, 41st Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong during normal business hours on any weekday other than public holidays, from the date of this circular up to and including the date of the EGM:

• (1) the memorandum of association and articles of association of the Company;

• (2) a summary of the Companies Law of the Cayman Islands; and

• (3) the annual reports of the Company for the two years ended 31 December, 2008 and 2009.

– 3 –

LETTER FROM THE BOARD

EGM

At the EGM, the relevant resolution will be proposed for the Shareholders to consider and, if thought fit, approve by way of poll the Increase in Authorised Share Capital.

The Directors confirm that none of the Shareholders will be required to abstain from voting at the EGM.

The notice convening the EGM is set out on page 5 of the circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company at Unit 09, 41st Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolution put to the vote at the EGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the Increase in Authorised Share Capital is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to approve the above matter to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any statement herein misleading.

Yours faithfully, For and on behalf of the Board

SINO BIOPHARMACEUTICAL LIMITED Tse Ping Chairman

– 4 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [236 x 88] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability) Website: www.sinobiopharm.com (Stock code: 1177)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Sino Biopharmaceutical Limited (the “Company”) will be held at 10:30 a.m. (or so soon thereafter as the annual general meeting of the Company convened for the same day and at the same place shall have concluded or been adjourned) on Tuesday, 8 June, 2010 at 7th Floor, Board Room, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT the authorised share capital of the Company be and is hereby increased from HK$150,000,000 divided into 6,000,000,000 Shares of HK$0.025 each (the “Shares”) to HK$200,000,000 divided into 8,000,000,000 Shares of HK$0.025 each by the creation of an additional 2,000,000,000 new Shares of HK$0.025 each in the Company.”

By Order of the Board SINO BIOPHARMACEUTICAL LIMITED Leung Sau Fung, Fanny Company Secretary

Hong Kong, 10 May, 2010

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited at the principal place of business of the Company at Unit 09, 41st Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority not less than 48 hours before the time appointed for the holding of the meeting.

As at the date of this notice, the Board of the Company comprises seven executive Directors, namely Mr. Tse Ping, Mr. Zhang Baowen, Mr. Xu Xiaoyang, Mr. Tse Hsin, Ms. Cheng Cheung Ling, Mr. Tao Huiqi and Mr. He Huiyu and three independent non-executive Directors, namely Mr. Lu Zhengfei, Mr. Li Dakui and Ms. Li Jun.

– 5 –