Sinco Pharmaceuticals Holdings Limited — Proxy Solicitation & Information Statement 2017

Dec 8, 2017

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Sinco Pharmaceuticals Holdings Limited 興科蓉醫藥控股有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 6833)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We (Name) (Address) of

(Block capitals, please) of being the holder(s)

(see Note 1) shares of HK$0.0001 each in the capital of Sinco Pharmaceuticals Holdings Limited (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 extraordinary general meeting (the “ Extraordinary General Meeting ”) of the Company to be held at Boardroom 6, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29 December 2017 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Extraordinary General Meeting dated 11 December 2017 (the “ Notice ”). My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

				Ordinary Resolutions (see Note 3)		For		Against
1.#	(a)	To approve the Increase in Authorised Share Capital; and
	(b)	To authorise any one director of the Company (“Director”) to do all such acts and things,				to
		sign and execute all such documents for and on behalf of the Company and to take such steps
		as he/she may in		his/her absolute discretion consider necessary, appropriate, desirable or
		expedient to give effect to or in connection with the Increase in Authorised Share Capital.
2.#	(a)	To approve, confirm and ratify the Subscription Agreement and the transactions contemplated
		thereunder and to		approve the performance by the Company of all transactions contemplated
		under the Subscription Agreement, including but not limited to:
		(i)the issue by the Company to the Subscriber of the First Part Convertible Bonds upon the
		terms and subject to the conditions set out in the Subscription Agreement; and
		(ii)the allotment		and issue by the Company of new ordinary shares of the Company upon
		exercise of the conversion rights attaching to the First Part Convertible Bonds;
	(b)	To authorise	any	Director to do such acts and things, to sign and	execute all such further
		documents and to		take such steps as he/she may consider necessary,	appropriate, desirable or
		expedient to give effect to or in connection with the Subscription Agreement or any
		transactions contemplated thereunder and all other matters incidental thereto or in connection
		therewith, and to		agree to and make such variations, amendments	or waivers of any of the
		matters relating thereto or in connection therewith.

# The full text of the ordinary resolutions is set out in the Notice.

Capitalised terms used in this proxy form shall have the same meaning as those defined in the Notice.

Dated this day of , 2017

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. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by 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 resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised 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 shareholders in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting. 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.