Sinco Pharmaceuticals Holdings Limited — Proxy Solicitation & Information Statement 2019

Jun 27, 2019

==> picture [82 x 39] intentionally omitted <==

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) (Block capitals, please) of (Address) being the holder(s) of (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 “ EGM ”) of the Company to be held at E5–1805, Global Centre, No. 1700, North Section of Tianfu Avenue, High-Tech Zone, Chengdu, Sichuan, PRC on Thursday, 18 July 2019 at 9:30 a.m. and at any adjournment thereof or on any resolution or motion which is properly proposed thereat. 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. Ernst & Young be removed as the auditor of the Company and its subsidiaries (collectively, the “ Group ”) pursuant to article 29.2 of the articles of association of the Company with immediate effect after the conclusion of the EGM (the “ Removal ”), and the board of directors of the Company (the “ Board ”) and each of them be and are hereby authorised to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Removal.
• 1. Conditional upon the passing of the ordinary resolution numbered 1 above, (i) Crowe (HK) CPA Limited (“ Crowe ”) be appointed as the auditor of the Group with immediate effect after the conclusion of the EGM, and to hold office until the conclusion of the forthcoming annual general meeting of the Company (the “ Appointment ”); (ii) the Board and each of them be authorised to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Appointment; and (iii) the Board be authorised to fix the remuneration of Crowe.

Dated this day of , 2019 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 Company registered in your name(s).

2. A shareholder may appoint more than one proxy of his/her/its 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 EGM.

4. If the appointor is a corporation, this form of proxy 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 EGM, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the EGM, 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 EGM. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the EGM (or any adjourned meeting thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.