Sinopharm Group Co. Ltd. — AGM Information 2011

Apr 15, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting for the year 2010 (the “ AGM ”) of Sinopharm Group Co. Ltd. (the “ Company ”) will be held at 9:30 a.m. on Tuesday, 31 May 2011 at Pine Hall, 5th Floor, The Longemont Shanghai, No. 1116 Yan An Road (W), Changning Qu, Shanghai, the People’s Republic of China for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board (the “ Board ”) of directors (the “ Directors ”) 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 fi nancial statements and the auditors’ report of the Company for the year ended 31 December 2010.

4. To consider and approve the proposed profi t distribution plan and the payment of fi nal dividend of the Company for the year ended 31 December 2010.

5. To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian Certifi ed Public Accountant Co., Ltd. as the People’s Republic of China (the “ PRC ”) auditors of the Company to hold offi ce until the conclusion of the next annual general meeting, and to ratify and confi rm its remuneration determined by the audit committee of the Board.

6. To consider and approve the re-appointment of PricewaterhouseCoopers Certifi ed Public Accountants, Hong Kong as the international auditors of the Company to hold offi ce until the conclusion of the next annual general meeting, and to ratify and confi rm its remuneration determined by the audit committee of the Board.

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1. To consider, approve, ratify and confi rm the remuneration of the Directors of the Company 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

1. To consider and approve the following resolution:

“ THAT :

• (a) subject to sub-paragraphs (i) to (iii) below, the Board be and is hereby granted an unconditional general mandate to separately or concurrently allot, issue and/or deal with ordinary shares in the capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and fully paid up in Renminbi by PRC nationals and/or PRC incorporated entities (the “ Domestic Shares ”) and/or overseas-listed foreign invested shares of par value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the Stock Exchange (as defi ned below) (the “ H Shares ”), and to make or grant offers, agreements and options in respect thereof:

• (i) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;

• (ii) the aggregate nominal amount of Domestic Shares and/or H Shares to be allotted, issued and/or dealt with or agreed conditionally or unconditionally to be issued, allotted and/or dealt with (whether pursuant to an option or otherwise) by the Board shall not exceed 20% of the aggregate nominal amount of each of the existing issued Domestic Shares and/or H Shares as at the date on which this resolution is passed; and

• (iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (as amended from time to time) and the requirements of the relevant PRC regulatory authorities;

• (b) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (ii) the expiration of the 12-month period following the passing of this resolution; or

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• (iii) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company (the “ Shareholders ”) in a general meeting; and

• (c) contingent on the Boards resolving to issue shares pursuant to sub-paragraph (a) of this resolution, the Board be and is hereby authorised to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new shares including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary fi lings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the articles of association of the Company (the “ Articles of Association ”) as it thinks fi t so as to refl ect the increase in the registered capital of the Company and to refl ect the new share capital structure of the Company under the intended allotment and issue of the shares of the Company pursuant to the resolution under paragraph (a) of this resolution.”

OTHER BUSINESS

1. 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.

By order of the Board of Sinopharm Group Co. Ltd. She Lulin Chairman

Shanghai, the People’s Republic of China 15 April 2011

Notes:

1. The register of members of the Company (the “ Register of Members ”) will be closed from Monday, 2 May 2011 to Monday, 30 May 2011 (both days inclusive), during which period no transfer of shares of the Company can be registered.

In order to qualify for the fi nal dividend and to attend and vote at the AGM, all transfer documents accompanied by the relevant share certifi cates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares of the Company) or the board offi ce of the Company in the PRC (for holders of domestic shares of the Company), no later than 4:30 p.m. on Friday, 29 April 2011.

The Board has recommended a fi nal dividend for the year ended 31 December 2010 of RMB0.16 per Share and, if such relevant resolution regarding the payment of dividend is approved and passed by the Shareholders, it is expected to be distributed on Wednesday, 20 July 2011 to the Shareholders whose names appear on the Register of Members at the close of business on Monday, 30 May 2011.

The Shareholders whose names appear on the Register of Members at the close of business on Monday, 30 May 2011 are entitled to attend and vote at the AGM.

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1. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves. A proxy need not be a member of the Company.

2. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.

3. In order to be valid, the proxy form must be deposited, for the holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or for the holders of domestic shares of the Company, to the board offi ce of the Company in the PRC not less than 24 hours before the time for holding the AGM or not less than 24 hours before the time appointed for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certifi ed copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should you so wish.

4. Shareholders shall produce their identity documents and supporting documents in respect of share held when attending the AGM. If corporate shareholders appoints authorised representative to attend the AGM, the authorised representative shall produce his/her identity documents and a notarially certifi ed copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate shareholders or other notarially certifi ed documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the AGM.

5. Shareholders who intend to attend the AGM should complete the reply slip and return it to the board offi ce of the Company in the PRC by hand, by post or by fax on or before Wednesday, 11 May 2011.

6. The AGM is expected to take for less than half a day. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

7. Contact details of the board offi ce of the Company in the PRC are as follows:

Address: 6th Floor, No. 221 Fuzhou Road Shanghai 200002, the PRC Telephone No.: (86 21) 6339 1911 Fax No.: (86 21) 6321 2722

As at the date of this notice, the executive director of the Company is Mr. Wei Yulin; the non-executive directors of the Company are Mr. She Lulin, Mr. Wang Qunbin, Mr. Chen Wenhao, Mr. Zhou Bin, Mr. Deng Jindong, Mr. Chen Qiyu, Mr. Fan Banghan and Mr. Liu Hailiang; the independent non-executive directors of the Company are Mr. Wang Fanghua, Mr. Xie Rong, Mr. Tao Wuping and Mr. Zhou Bajun.

• 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.”.

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