Sinopharm Group Co. Ltd. — Board/Management Information 2011

Aug 5, 2011

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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)

FORM OF PROXY FOR THE EGM TO BE HELD ON WEDNESDAY, 21 SEPTEMBER 2011

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

I/We (Note2) of (address) being the registered 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 EGM or

domestic shares/H shares (Note 3) of RMB1.00 ”), hereby appoint the Chairman of the EGM or (Note 4) of

(address)

as my/our proxy(ies) to attend the extraordinary general meeting (the “ EGM ”) of the Company to be held at VIP Room 1, 3rd Floor, Four Seasons Hotel Shanghai, 500 Weihai Road, Shanghai, the People’s Republic of China (the “ PRC ”) at 9:30 a.m. on Wednesday, 21 September 2011 or any adjournment thereof, for the purposes of considering and, if thought fi t, passing the resolutions as set out in the notice convening the EGM and at the EGM, and any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
1.	To consider and, if thought f t, to approve the appointment of Mr. Wei Yulin as an executive director of the Company, and to authorize the Chairman of the board of directors of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
2.	To consider and, if thought f t, to approve the appointment of Mr. She Lulin as a non-executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
3.	To consider and, if thought f t, to approve the appointment of Mr. Wang Qunbin as a non-executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
4.	To consider and, if thought f t, to approve the appointment of Mr. Deng Jindong as a non-executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.

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ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
5.	To consider and, if thought f t, to approve the appointment of Mr. Fan Banghan as a non-executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
6.	To consider and, if thought f t, to approve the appointment of Mr. Liu Hailiang as a non-executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
7.	To consider and, if thought f t, to approve the appointment of Mr. Wang Fanghua as an independent non-executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
8.	To consider and, if thought f t, to approve the appointment of Mr. Tao Wuping as an independent non- executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
9.	To consider and, if thought f t, to approve the appointment of Mr. Xie Rong as an independent non- executive director of the Company, and to authorize the Chairman of the board of directors of the Company or the executive director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.

• 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

(Note 6) day of 2011 Signature(s) :

Notes:

1. Please insert the number of shares (including domestic shares and H 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 EGM is preferred, please strike out the words “the Chairman of the EGM 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 EGM other than those referred to in the notice convening the EGM.

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 EGM 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 at 6th Floor, No. 221 Fuzhou Road, Shanghai 200002, the PRC, not less than 24 hours before the time appointed for holding of the EGM 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 EGM either in person or by proxy in respect of such shares.

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

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