Shanghai Pharmaceuticals : NOTICE OF 2019 SECOND H SHARE CLASS MEETING

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上海醫藥集團股份有限公司

Shanghai Pharmaceuticals Holding Co., Ltd.*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 02607)

NOTICE OF 2019 SECOND H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2019 Second H Share Class Meeting (the "H Share Class Meeting") of Shanghai Pharmaceuticals Holding Co., Ltd. (the "Company") will be held at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, PRC on 18 December 2019 immediately following the 2019 First Extraordinary General Meeting and the 2019 Second A Share Class Meeting of the Company or any adjournment thereof, to consider and approve the following proposals:

SPECIAL RESOLUTIONS

1. Proposal regarding the Proposed Adoption of the 2019 Share Option Scheme
2. Proposal regarding the Assessment Management Measures for the Implementation of the 2019 Share Option Scheme
3. Proposal regarding the Proposed Authorization to the Board to Deal with Relevant Matters in Relation to the 2019 Share Option Scheme

By order of the Board

Shanghai Pharmaceuticals Holding Co., Ltd.*

ZHOU Jun

Chairman

Shanghai, the PRC, 1 November 2019

* For identification purpose only

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Notes:

1. Eligibility for attending the H Share Class Meeting and date of registration of members for H Shares
   Purchasers of shares who have submitted their instruments of share transfer to the H Share registrar of the Company and registered as shareholders on the H Share register of members of the Company before 16:30 on 9 December 2019 are entitled to attend this H Share Class Meeting.
   In order to attend this H Share Class Meeting, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, before 16:30 on 9 December 2019.
2. Proxy
3. 1. Each shareholder entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy needs not be a shareholder of the Company.
   2. The instrument appointing a proxy must be in writing by the appointer or his attorney duly authorised in writing, or if the appointer is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised.
      Mr. HONG Liang, an Independent Non-executive Director, has sent out independent director's proxy form according to relevant laws and regulations of the PRC to solicit votes from Shareholders on special resolutions regarding the 2019 Share Option Scheme and its related matters at the 2019 First Extraordinary Meeting, the 2019 Second A Share Class Meeting and the H Share Class Meeting. If you wish to appoint Mr. HONG Liang as the proxy to vote on your behalf at the 2019 First Extraordinary Meeting and/or the H Share Class Meeting on special resolutions regarding the 2019 Share Option Scheme and its related matters, please complete the independent non-executive director's proxy form (the "INED's Proxy Form"). On the contrary, if you wish to appoint any person other than Mr. HONG Liang as the proxy to vote on your behalf at the 2019 First Extraordinary Meeting and/or the H Share Class Meeting on special resolutions regarding the 2019 Share Option Scheme and its related matters, you may disregard the INED's Proxy Form and complete and return the form of proxy. The report for seeking votes by independent directors prepared by Mr. HONG Liang has also been published in the announcement of the Company dated 1 November 2019.
      Please note that if you have completed and returned both the form of proxy and the INED's Proxy Form, but have given inconsistent voting instructions on the resolutions concerned between the form of proxy and the INED's Proxy Form, your voting instructions given in the INED's Proxy Form will be counted as your vote for or against the resolutions.
      To be valid, for holders of H Shares, the form of proxy, INED's Proxy Form (if any) and notarised power of attorney or other document of authorisation must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for the H Share Class Meeting.
   3. Any voting at the H Share Class Meeting shall be taken by poll.

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1. Registration procedures for attending the H Share Class Meeting
2. 1. A shareholder or his proxy should produce proof of identity when attending the H Share Class Meeting. If the shareholder is a legal person, its legal representative or other person authorised by the board of directors or other governing body of such shareholder may attend the H Share Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
   2. Shareholders of the Company intending to attend the H Share Class Meeting in person or by their proxies should complete and return the reply slip for attending the H Share Class Meeting to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong on or before 8 December 2019.
3. Voting by poll
   According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a shareholders' general meeting must be taken by poll. Accordingly, the chairman of the H Share Class Meeting will demand a poll in relation to all the proposed resolutions at the H Share Class Meeting in accordance with Article 104 of Articles of Association.
4. Miscellaneous
5. 1. The H Share Class Meeting is expected to be held for no more than half a day. Shareholders who attend the H Share Class Meeting in person or by proxy shall bear their own travelling and accommodation expenses.
   2. The address of Computershare Hong Kong Investor Services Limited is:
      Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
   3. The address of China Securities Depository and Clearing Corporation Limited Shanghai Branch is:
      36th Floor, China Insurance Building, 166 East Lujiazui Road, Pudong New District, Shanghai, the PRC.
   4. The registered address of the Company:
      No. 92 Zhangjiang Road Pilot Free Trade Zone China (Shanghai)

Contact office: Office of the Board

Telephone No.: 86 (21) 6373 0908

Facsimile No.: 86 (21) 6328 9333

Contact Person: CHEN Jinzhu

As at the date of this notice, the executive directors of the Company are Mr. CHO Man, Mr. LI Yongzhong and Mr. SHEN Bo; the non-executive directors are Mr. ZHOU Jun, Mr. GE Dawei and Mr. LI An; and the independent non-executive directors are Mr. CAI Jiangnan, Mr. HONG Liang, Mr. GU Zhaoyang and Mr. Manson FOK.

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