Sinopharm Group Co. Ltd. — AGM Information 2011

Apr 15, 2011

==> picture [57 x 71] intentionally omitted <==

*

SINOPHARM GROUP CO. LTD. 國藥控股股份有限公司

(A joint stock limited company incorporated in the People’s Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司 )

(Stock Code: 01099)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

Number of shares to which this form of proxy relates (Note 1)

I/We (Note2) of (address) being the holder(s) of domestic shares/H shares (Note 3) of RMB1.00 each in the capital of Sinopharm Group Co. Ltd. (the “Company”), hereby appoint the Chairman of the meeting or [(Note 4)] of

(address)

as my/our proxy(ies) to attend the annual general meeting (the “AGM”) of the Company to be held at Pine Hall, 5th Floor, The Longemont Shanghai, No. 1116 Yan An Road (W), Changning Qu, Shanghai, the People’s Republic of China at 9:30 a.m. on Tuesday, 31 May 2011 or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of AGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fi t.

ORDINARY RESOLUTIONS (see Note A)	ORDINARY RESOLUTIONS (see Note A)	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
1.	To consider and approve the report of the Board of the Company for the year ended 31 December 2010.
2.	To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2010.
3.	To consider and approve the audited f nancial statements and the auditors’ report of the Company for the year ended 31 December 2010.
4.	To consider and approve the proposed prof t distribution plan and the payment of f nal dividend of the Company for the year ended 31 December 2010.
5.	To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian Certif ed Public Accountant Co., Ltd. as the PRC auditors of the Company to hold off ce until the conclusion of the next annual general meeting, and to ratify and conf rm its remuneration determined by the audit committee of the Board.
6.	To consider and approve the re-appointment of PricewaterhouseCoopers Certified Public Accountants, Hong Kong as the international auditors of the Company to hold off ce until the conclusion of the next annual general meeting, and to ratify and conf rm its remuneration determined by the audit committee of the Board.

— 1 —

7.	To consider, approve, ratify and conf rm the remuneration of the Directors for the year ended 31 December 2010 and to consider and authorise the Board to determine the remuneration of the Directors for the year ending 31 December 2011.
SPECIAL RESOLUTION (see Note A)
8.	To consider and approve to grant a general mandate to the Board to exercise the power of the Company to allot, issue and/or deal with Domestic Shares and/ or H Shares, details of which are more particularly described in the notice of AGM dated 15 April 2011 (the “Notice”).
OTHER BUSINESS(see Note A)
9.	To consider and approve proposals (if any) put forward at such meeting pursuant to the Articles of Association and the Listing Rules by any shareholder(s) of the Company individually or collectively holding 3% or more of the Company’s shares carrying the right to vote at such meeting.

Note A: Unless otherwise defi ned herein, the terms used herein shall have the same meanings as defi ned in the Notice.

• The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “Sinopharm Group Co. Ltd.”.

Dated this day of 2011 Signature (Note 6) :

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) (in English or Chinese) and address(es) as registered in the register of members of the Company in block letters.

3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

5. Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR” or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST” or insert the number of shares held by you. If you wish to abstain from voting on any resolution, please put a tick in the box marked “ABSTAIN” or insert the number of shares held by you. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must be either executed under its seal or under the hand of its director or other attorney duly authorised to sign the same. In case of joint holders, this form of proxy must be signed by the shareholder whose name stands fi rst in the register of members of the Company.

7. To be valid, for holders of H Shares, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certifi ed copy of that power of attorney or other authority must be delivered to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding of the AGM or not less than 24 hours before the time appointed for taking the poll. For holders of Domestic Shares, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certifi ed copy of that power of attorney or other authority must be delivered to the board offi ce of the Company in the PRC at 6th Floor, No. 221 Fuzhou Road Shanghai 200002 not less than 24 hours before the time appointed for holding of the AGM or not less than 24 hours before the time appointed for taking the poll.

8. In the case of joint holders of shares of the Company, only holder whose name stands fi rst in the register of members of the Company shall alone be entitled to vote at the AGM either in person or by proxy in respect of such shares.

9. The AGM is expected to be held for less than half a day. Shareholders and their proxies who attend the meeting shall arrange for their own transportation and accommodation at their own expenses. Shareholders shall produce their identity documents when attending the AGM.

— 2 —