Sinco Pharmaceuticals Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 26, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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.

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(Incorporated in the Cayman Islands with Limited Liability)

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

PROPOSED BONUS ISSUE OF SHARES CHANGE IN BOARD LOT SIZE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Sino Biopharmaceutical Limited to be held at 11:00 a.m. on Wednesday, 11 November 2015 at 7th Floor, Qin-Han Room, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 13 to 15 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 Company’s principal place of business in Hong Kong 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.

26 October 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “Board”

the board of Directors

• “Bonus Issue” the proposed allotment and issue of Bonus Shares on the basis of one (1) Bonus Share for every two (2) existing Shares held by the Qualifying Shareholders

• “Bonus Shares”

the new Shares to be issued under the Bonus Issue

• “CCASS” Central Clearing and Settlement System established and operated by HKSCC

“Company” Sino Biopharmaceutical Limited, a limited liability company incorporated in the Cayman Islands, the Shares of which are listed on the main board of the Stock Exchange “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, approve, among other things, the Bonus Issue and the increase in authorised share capital of the Company

• “Excluded Shareholder(s)” Overseas Shareholder(s) who is/are excluded from the Bonus Issue and as defined and more particularly described in the section headed “Overseas Shareholders” in this circular

• “Group” the Company and its subsidiaries

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 19 October 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Committee”

• the listing sub-committee of the board of directors of the Stock Exchange

• “Listing Rules”

The Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Overseas Shareholder(s)”	holder(s) of Shares whose address(es) as shown on the
	register of members of the Company on the Record
	Date is/are outside Hong Kong
“Qualifying Shareholders”	holders of Shares, not being Excluded Shareholders,
	who are entitled to the Bonus Issue
“Record Date”	Wednesday, 18 November 2015, being the record date
	for determination of entitlements to the Bonus Issue
“Shareholder(s)”	holder(s) of the Shares
“Share(s)”	ordinary share(s) of par value HK$0.025 each in the
	share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong

– 2 –

EXPECTED TIMETABLE

Set out below is the expected timetable of the Bonus Issue and the change in board lot size:

		Date (2015)
Despatch of circular and notice of the EGM . . . . . . . . .		. . . . . . . . . . . Monday, 26 October
Latest time for lodging transfer of Shares for
registration in order to be entitled to attend the EGM		. . . . . . . . . . . 4:30 p.m. on Friday,
		6 November
Latest time to return form of proxy for the EGM	. . . . . .	. . . . . . . . . . . . . . . . 11:00 a.m. on
		Monday, 9 November
Closure of register of members for attending and
voting at the EGM . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . Monday, 9 November –
		Wednesday, 11 November
		(both days inclusive)
Record date for attending and
voting at the EGM . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . Wednesday, 11 November
Date and time of the EGM . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . 11:00 a.m. on Wednesday,
		11 November
Publication of poll results announcement of the EGM . . . . . . . . . Wednesday, 11 November
Last day of dealings in Shares cum-entitlements
to the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . Thursday, 12 November
First day of dealings in Shares ex-entitlements
to the Bonus Shares . . . . . . . . . . . . . . . . . . .	. . . . . . .	. . . . . . . . . . Friday, 13 November
First day for free exchange of share certificates
in board lot of 4,000 Shares each for new share
certificates in board lot of 1,000 Shares each	. . . . . . .	. . . . . . . . . . Friday, 13 November
Latest time for lodging transfers of Shares for registration
in order to qualify for the Bonus Issue . . . . .	. . . . . . . . . . . . . . . . 4:30 p.m. on Monday,
		16 November
Closure of register of members for determination
of entitlement to the Bonus Shares . . . . . . . .	. . . . . . . . . . . . . . Tuesday, 17 November –
		Wednesday, 18 November
		(both days inclusive)
Record Date for determination of entitlement
to the Bonus Shares . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . Wednesday, 18 November
Register of members re-opens . . . . . . . . . . . . . . . . . . . .		. . . . . . . . Thursday, 19 November

– 3 –

EXPECTED TIMETABLE

Certificates for the Bonus Shares expected
to be despatched . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . On or before Thursday,
	26 November
Last date of trading in board lot of 4,000 Shares
in the original counter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 26 November
Dealings in Bonus Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	27 November
Effective date of change of board lot size from
4,000 Shares to 1,000 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	27 November
Original counter for trading in board lot size of
4,000 Shares becomes a counter for trading
in board lot of 1,000 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	27 November
Temporary counter for trading in board lot of
4,000 Shares opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	27 November
First day of parallel trading in board lots of
1,000 Shares and 4,000 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	27 November
Last day of parallel trading . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 4:00 p.m. on Thursday,
	17 December
Temporary counter for trading in board lot of
4,000 Shares closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 4:00 p.m. on Thursday,
	17 December
Last day for free exchange of share certificates in board
lot of 4,000 Shares each for new share certificates
in board lot of 1,000 Shares each . . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 December

Note: All times refer to Hong Kong local time in this circular.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

– 4 –

LETTER FROM THE BOARD OF DIRECTORS

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(Incorporated in the Cayman Islands with Limited Liability) Website: www.sinobiopharm.com

(Stock code: 1177)

Executive Directors: Miss Tse, Theresa Y Y (Chairlady) Mr. Tse Ping Mr. Xu Xiaoyang (Chief Executive Officer) Ms. Cheng Cheung Ling Mr. Tse Hsin Mr. Wang Shanchun Mr. Tian Zhoushan Ms. Li Mingqin

Registered Office: Codan Trust Company (Cayman) Limited Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors: Mr. Lu Zhengfei Mr. Li Dakui Ms. Lu Hong Mr. Zhang Lu Fu

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

26 October 2015

To the Shareholders,

Dear Sirs,

PROPOSED BONUS ISSUE OF SHARES CHANGE IN BOARD LOT SIZE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 8 October 2015 in respect of the proposed Bonus Issue, change in board lot size and proposed increase in authorised share capital of the Company.

– 5 –

LETTER FROM THE BOARD OF DIRECTORS

The purpose of this circular is to provide you with information about, among other things, (i) the proposed Bonus Issue; (ii) the change in board lot size; and (iii) the proposed increase in authorised share capital of the Company, and to give you the notice of the EGM.

PROPOSED BONUS ISSUE OF ONE BONUS SHARE FOR EVERY TWO EXISTING SHARES

The Board proposes to make the Bonus Issue on the basis of one (1) Bonus Share for every two (2) existing Shares held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date. The Bonus Shares will be credited as fully paid at par by way of capitalization of an appropriate amount of the share premium account of the Company subject to immediately following the date of capitalisation, the Company shall be able to pay its debts as they fall due in the ordinary course of business. The terms of the Bonus Issue are set out below.

Basis of Bonus Issue

Subject to the conditions as set out under the heading “Conditions of Bonus Issue” below, the Bonus Shares will be issued and credited as fully paid at par on the basis of one (1) Bonus Share for every two (2) existing Shares held on the Record Date by the Qualifying Shareholders.

On the basis of 4,941,461,473 existing Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued or repurchased before the Record Date, it is anticipated that 2,470,730,736 Bonus Shares will be issued under the Bonus Issue. The Bonus Shares will be credited as fully paid at par by way of capitalization of an appropriate amount of the share premium account of the Company subject to immediately following the date of capitalisation, the Company shall be able to pay its debts as they fall due in the ordinary course of business. After the completion of the Bonus Issue, there will be a total of 7,412,192,209 Shares in issue as enlarged by the Bonus Issue.

As at the Latest Practicable Date, the Company had no outstanding options, warrants or convertible securities to subscribe for any securities of the Company.

Record Date and closure of register of members

The Bonus Shares will be issued to the Qualifying Shareholders. Arrangement for the Excluded Shareholders are further elaborated below under the heading “Overseas Shareholders”.

The register of members of the Company will be closed from Tuesday, 17 November 2015, to Wednesday, 18 November 2015, both days inclusive, during which no transfer of Shares will be registered, in order to determine the entitlement of the Shareholders under the Bonus Issue.

– 6 –

LETTER FROM THE BOARD OF DIRECTORS

Shareholders are reminded that in order to qualify for the Bonus Issue, they must ensure that all transfers accompanied by the relevant share certificates are lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 16 November 2015.

The exact total number of Bonus Shares to be issued under the Bonus Issue will not be capable of determination until after the Record Date.

Reasons for the proposed Bonus Issue

The Board proposes the Bonus Issue in recognition of the continual and long-term support of the Shareholders. The Directors believe that the Bonus Issue will (i) allow the Shareholders to further participate in the business growth of the Company by way of capitalisation of an appropriate amount of the share premium account of the Company without affecting the retained profits of the Company which are available for dividend distribution in the future; and (ii) enhance the liquidity in the trading of the Shares in the market as the decrease in market value for each Share trading after ex-entitlement will reduce the costs incurred by the Shareholders and investors of the Company for acquiring each board lot of Shares, thereby enabling the Company to attract more investors and increase accessibility to small investors. As a result, the Board believes that the Bonus Issue coupled with the change in board lot size mentioned in this circular will help enlarge the Shareholder base of the Company.

Overseas Shareholders

As at the Latest Practicable Date, the Company has one (1) Overseas Shareholder whose address registered in the register of members of the Company was situated in the Philippines. In compliance with Rule 13.36(2)(a) of the Listing Rules, the Directors have made enquiries with the legal adviser as to Philippines laws regarding the legal restrictions in the Philippines applicable to extending the Bonus Issue to the Overseas Shareholder in the Philippines. Based on the results of such enquiries, there is no legal restriction that prevents the issuance of the Bonus Shares to such Overseas Shareholder in the Philippines.

The Company will continue to ascertain whether there are any other Overseas Shareholders on the Record Date. Enquiry will be made by the Board pursuant to Rule 13.36(2)(a) of the Listing Rules on the legal restrictions under the laws of the relevant place(s) and requirements of the relevant regulatory body or stock exchange in that/those place(s) for extending the Bonus Issue to such other Overseas Shareholders (if any). Upon such enquiry, if the Board is of the view that the exclusion of the Overseas Shareholders is necessary or expedient, the Bonus Shares will not be granted to the Excluded Shareholders. In such circumstances, arrangements will be made for the Bonus Shares which would otherwise have been issued to the Excluded Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars to the Excluded Shareholders, if any, pro rata to their respective shareholdings and remittances therefor will

– 7 –

LETTER FROM THE BOARD OF DIRECTORS

be posted to them, at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case it will be retained for the benefit of the Company.

Notwithstanding the enquiries made by the Company with its legal advisers, any Shareholder with a registered address outside Hong Kong or otherwise residing outside Hong Kong should consult their professional advisers as to whether they are permitted to receive the Bonus Shares under the Bonus Issue and the taxation consequences of receiving the Bonus Shares. It is the responsibility of the Shareholders who receive the Bonus Shares under the Bonus Issue to comply with the laws of the relevant jurisdiction(s).

Status of Bonus Shares

The Bonus Shares will, when issued, rank pari passu with the Shares then existing in all respects, including the entitlement of receiving dividends and other distributions the record date for which is on or after the date of allotment and issue of those Bonus Shares.

Fraction of Bonus Shares

The total number of Bonus Shares to be issued to any Shareholders will be rounded down to a whole number, if there are any fractional entitlements of the Bonus Shares. Such fractional entitlements arising from the Bonus Issue (if any) will not be issued to the Shareholders, but will be disregarded by the Company.

Conditions of Bonus Issue

The completion of Bonus Issue is conditional upon:

• (i) the approval of the Bonus Issue by the Shareholders at the EGM;

• (ii) the Listing Committee granting the approval for the listing of, and permission to deal in, the Bonus Shares; and

• (iii) compliance with the relevant legal procedures and requirements (if any) under the applicable laws of the Cayman Islands and the articles of association of the Company to effect the Bonus Issue.

Application for listing

Application will be made to the Listing Committee in respect of such approval for the listings of, and permission to deal in, the Bonus Shares. Apart from making listing application to the Listing Committee, the Board does not propose to make application to any other stock exchanges for the listing of, and permission to deal in, the Bonus Shares. As at the Latest Practicable Date, no part of equity or debt securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange, nor is listing or permission to deal in the equity or debt securities being or proposed to be sought from any stock exchange other than the Stock Exchange.

– 8 –

LETTER FROM THE BOARD OF DIRECTORS

Subject to the granting of the approval for the listing of, and permission to deal in, the Bonus Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus Shares will be accepted as eligible securities for deposit, clearance and settlement in CCASS established and operated by HKSCC with effect from the commencement date of dealings in the Bonus Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The new Bonus Shares are not new class of securities to be listed and accordingly no arrangements are required to be made to enable the new Bonus Shares to be admitted into CCASS.

Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares. Shareholders should seek the advice of their licensed securities dealers or other professional advisers for details of these settlement arrangements and how such arrangements will affect their rights and interests.

Certificates for Bonus Shares

It is expected that certificates for the Bonus Shares (which are not renounceable) will be posted on or before Thursday, 26 November 2015 after all the conditions have been fulfilled at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company on the Record Date. Dealings in the Bonus Shares are expected to commence at 9:00 a.m. on Friday, 27 November 2015.

CHANGE IN BOARD LOT SIZE FROM 4,000 SHARES TO 1,000 SHARES

In order to increase liquidity of the Shares and to broaden the Shareholders’ base, the Board proposes to change the board lot size for trading in the Shares from 4,000 Shares to 1,000 Shares with effect from 9:00 a.m. on Friday, 27 November 2015, subject to the fulfillment of the conditions of the Bonus Issue as set out in the section headed “Conditions of Bonus Issue” above.

Based on the closing price of HK$9.96 per Share as quoted on the Stock Exchange as at the Latest Practicable Date (equivalent to a theoretical ex-entitlement price of approximately HK$6.64 per Share upon the allotment of the Bonus Shares), the market value of each board lot of 4,000 Shares is estimated to be approximately HK$26,560 upon the allotment of the Bonus Shares. With the implementation of the change in board lot size, the market value of each board lot of 1,000 Shares is estimated to be approximately HK$6,640 based on the theoretical ex-entitlement price of approximately HK$6.64 per Share.

The change in board lot size will not result in any change in the relative rights of the Shareholders. The Directors consider such change in board lot size is in the interests of the Company and the Shareholders as a whole.

– 9 –

LETTER FROM THE BOARD OF DIRECTORS

The change in board lot size and the allotment and issue of the Bonus Shares will not result in any odd lots (other than those already existing before such change becoming effective). Therefore, no odd lot arrangement to match the sale and purchase of odd lots will be made.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

The existing authorised share capital of the Company is HK$200,000,000 divided into 8,000,000,000 Shares, and 4,941,461,473 Shares are in issue as of the Latest Practicable Date. In order to accommodate the future expansion and growth of the Group, the Board proposes to increase the authorised share capital of the Company to HK$500,000,000 divided into 20,000,000,000 Shares, by the creation of an additional 12,000,000,000 Shares. The additional Shares shall rank pari passu in all respects with the existing Shares. The increase in the authorised share capital of the Company is conditional upon the approval of the Shareholders of the Company by way of an ordinary resolution.

Save as disclosed in this circular, the Company currently has no intention to issue any part of the new authorised share capital of the Company upon the approval of the Shareholders having been obtained in respect of the increase in the authorised share capital of the Company at the EGM.

EXCHANGE OF NEW SHARE CERTIFICATES

Shareholders may submit their existing share certificates in board lot of 4,000 Shares each to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange for new share certificates in board lot of 1,000 Shares each free of charge during business hours from Friday, 13 November 2015 to Monday, 21 December 2015, both days inclusive. Thereafter, any exchange of share certificates will only be accepted upon payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate in board lot of 1,000 Shares each issued or each existing share certificate submitted, whichever number of share certificate involved is higher.

It is expected that the new share certificates will be available for collection from the Company’s branch share registrar and transfer office in Hong Kong by the Shareholders within 10 business days after delivery of the existing share certificates to the Company’s branch share registrar and transfer office in Hong Kong for exchange purpose. Besides the change in the number of Shares for each board lot, there is a change in the colour of share certificates. The colour of the new share certificate is green, while the colour of the existing share certificate is red.

With effect from Friday, 27 November 2015, all new share certificates will be issued in board lot of 1,000 Shares (except for odd lots or where the Company’s branch share registrar and transfer office in Hong Kong is otherwise instructed). All existing share certificates in board lot of 4,000 Shares each will continue to be good evidence of legal title to such Shares and be valid for delivery, trading and settlement purposes.

– 10 –

LETTER FROM THE BOARD OF DIRECTORS

EGM

At the EGM, resolutions will be proposed for the Shareholders to consider and, if thought fit, approve, among other things, the proposed Bonus Issue and the proposed increase in authorised share capital of the Company.

The notice convening the EGM has been set out on pages 13 to 15 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 Company’s principal place of business in Hong Kong 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.

No Shareholder is required to abstain from voting on the ordinary resolutions to approve the Bonus Issue and the increase in the authorised share capital of the Company at the EGM.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the resolutions 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.

RESPONSIBILITY STATEMENT

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

– 11 –

LETTER FROM THE BOARD OF DIRECTORS

RECOMMENDATION

The Directors consider that (i) the Bonus Issue and (ii) the increase in authorised share capital of the Company are in the interest of the Company and the Shareholders as a whole. Accordingly the Directors recommend you to vote in favour of the relevant resolutions to approve the above matters to be proposed at the forthcoming EGM.

Yours faithfully, For and on behalf of the Board SINO BIOPHARMACEUTICAL LIMITED Tse, Theresa Y Y Chairlady

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Sino Biopharmaceutical Limited (the “ Company ”) will be held at 7th Floor, Qin-Han Room, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 11 November 2015 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

As special business, to consider and, if thought fit, pass the following resolutions with or without amendments as ordinary resolutions:

1. “ THAT , subject to and conditional upon (i) the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting, or agreeing to grant the listing of, and permission to deal in, the Bonus Shares (as hereinafter defined); and (ii) compliance with the relevant legal procedures and requirements under the applicable laws of the Cayman Islands and the articles of association of the Company to effect the Bonus Issue (as hereinafter defined):

2. (a) upon the recommendation of the directors of the Company, a sum of HK$61,768,268.40 being part of the amount standing to the credit of the share premium account of the Company, or such other sum as may be necessary to give effect to the bonus issue of ordinary shares of par value HK$0.025 each in the capital of the Company (the “ Shares ”) pursuant to this resolution, be capitalised and accordingly the directors of the Company be and are hereby authorised and directed to apply such sum in paying up in full at par not less than 2,470,730,736 unissued Shares in the capital of the Company (the “ Bonus Shares ”), and that such Bonus Shares shall be issued, allotted and distributed, credited as fully paid up, to and amongst those shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, 18 November 2015 (the “ Record Date ”) (not being those shareholder(s) (the “ Excluded Shareholder(s) ”), whose address(es) as shown on the register of members of the Company on the Record Date to be outside Hong Kong (if any), to whom the board of directors of the Company, after making enquiries,

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

considers to be necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant body or stock exchange in that place not to extend the Bonus Issue) on the basis of one (1) Bonus Share for every two (2) existing issued Shares in the share capital of the Company held by them respectively on the Record Date (the “ Bonus Issue ”), fractional entitlements arising from the Bonus Issue (if any) be disregarded;

• (b) the Bonus Shares to be issued and allotted pursuant to this resolution shall be subject to the memorandum and articles of association of the Company and shall rank pari passu in all respects with the then existing Shares in issue on the Record Date;

• (c) the directors of the Company be authorised to arrange for the Bonus Shares which would otherwise have been issued to the Excluded Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the Excluded Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances therefor at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case the directors of the Company be and are hereby authorised to retain such amount for the benefit of the Company; and

• (d) the directors of the Company be authorised to execute and deliver, and where appropriate to affix the common seal of the Company to, all such documents, instruments and agreements, and to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the Excluded Shareholders, if any, the amount to be capitalised out of the share premium account of the Company and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution.”

• “ THAT

• (a) the authorised share capital of the Company be increased from HK$200,000,000 divided into 8,000,000,000 Shares of par value HK$0.025 each to HK$500,000,000 divided into 20,000,000,000 Shares of par value HK$0.025 each (the “ Increase in Authorised Share Capital ”) by the creation of an additional 12,000,000,000 Shares of the Company and such Shares shall rank pari passu with all existing Shares of the Company; and

• (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute and deliver, and where appropriate to affix the common seal of the Company to, all such documents, instruments and

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NOTICE OF EXTRAORDINARY GENERAL MEETING

agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in and to give effect to the Increase in Authorised Share Capital.”

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

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

3. For the purpose of determining shareholders who are entitled to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 9 November 2015 to Wednesday, 11 November 2015 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for the attendance and voting at the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 6 November 2015 for registration.

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