Sinco Pharmaceuticals Holdings Limited — Proxy Solicitation & Information Statement 2018

Jan 26, 2018

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

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING (THE “EGM”) TO BE HELD ON MONDAY, 12 FEBRUARY 2018 (OR ANY ADJOURNMENT THEREOF)

I/We [(Note][1)]

of

being the registered holder(s) of

shares [(Note][2)] in the share capital of

Sino Biopharmaceutical Limited (the “ Company ”) HEREBY APPOINT [(Note][3)]

of

or failing him, the chairman of the meeting as my/our proxy/proxies to attend and vote and act for me/us and on my/our behalf at the at the EGM (and any adjournment thereof) of the Company to be held at 10:00 a.m. on Monday, 12 February 2018 at The Dynasty Club, Dynasty I, 7/F South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening such meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

The full text of the following resolutions are set out in the notice convening the EGM dated 26 January 2018, which have also been incorporated into the circular of the Company dated 26 January 2018 (the “ Circular ”). Unless otherwise stated, capitalised terms used in the Circular have the same meanings when used in this proxy form.

			Ordinary Resolutions		For (Note 4)	Against (Note 4)	Against (Note 4)
	1	(a)	To approve, confirm and ratify the First Agreement and all transactions contemplated
			thereunder;
		(b)	To approve, confirm and ratify the Second Agreement and all transactions contemplated
			thereunder;
		(c)	To approve the grant of the Specific Mandate to the Directors to exercise all the powers of
			the Company to allot and issue the Consideration Shares and authorise any one Director to
			do all such further acts and things and to sign and execute all such documents and to take
			all such steps which in his opinion may be necessary, appropriate, desirable or expedient to
			implement and/or give effect to any matter relating to or incidental to the Specific Mandate;
			and
		(d)	To authorise any one Director or any two Directors (if the affixation of the common seal is
			necessary) for and on behalf of the Company to sign, execute, perfect, deliver, negotiate,
			agree (and, if necessary, affix the common seal of the Company on) and do all such other
			documents, deeds, agreements and to do all such acts or things, as the case may be, as he
			or she may, in his or her opinion or discretion, consider reasonable, necessary, desirable or
			expedient to implement and/or give effect to the First Agreement, the Second Agreement
			and all the respective transactions contemplated thereunder with any changes as such
			director may consider reasonable, necessary, desirable or expedient.
	2	Subject to and conditional upon the passing of resolution numbered 1 above, to approve		the
		Whitewash Waiver and to authorise any one or more Directors to do all things and acts and sign
		all	documents which he/they consider desirable or expedient to implement and/or give full effect
		to any matters relating to or in connection with the Whitewash Waiver.
	Dated		day of2018Signature_(Note 5)_

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. 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 registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy needs not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PUT A TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PUT A TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the meeting and on any resolutions which have been properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be signed under the hand of an officer duly authorised on that behalf together with a company chop.

6. In the case of joint holders, 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 holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which is signed, or notarially certified copy of such power of authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or the adjournment meeting (as the case may be).

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.