Shanghai Fudan Zhangjiang Bio Pharmaceutical : POLL RESULTS OF EXTRAORDINARY GENERAL MEETING, CLASS MEETING OF HOLDERS OF H SHARES AND CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

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POLL RESULTS OF EXTRAORDINARY GENERAL MEETING, CLASS MEETING OF HOLDERS OF H SHARES AND CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

The board of directors (the "Board") of Shanghai Fudan-ZhangjiangBio-Pharmaceutical Co., Ltd.* (the "Company") is pleased to announce the poll results of the extraordinary general meeting of the Company (the "EGM"), the class meeting of the holders of H shares of the Company (the "Class Meeting of Holders of H Shares") and the class meeting of the holders of domestic shares of the Company (the "Class Meeting of Holders of Domestic Shares", together with the EGM and the Class Meeting of Holders of H Shares, collectively referred to as the "Meetings") held on Monday, 24 February 2020 at No. 308 Cailun Road, Zhangjiang Hi- tech Park, Pudong New Area, Shanghai, the People's Republic of China (the "PRC").

References are made to the notices of the Meetings dated 10 January 2020 and the circular (the "Circular") of the Company dated 20 January 2020. Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Circular.

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1. CONVENING AND ATTENDANCE OF THE MEETINGS

(1) Convening of the Meetings

The Meetings were held on Monday, 24 February 2020 at No. 308 Cailun Road, Zhangjiang Hi-tech Park, Pudong New Area, Shanghai, the PRC.

Each of the Meetings was convened by the Board and chaired by Mr. Wang Hai Bo, the chairman of the Board, as a physical meeting. None of the resolutions has been vetoed or amended at the Meetings. No new proposal has been submitted for voting and approval.

(2) Attendance of the Meetings

On 24 February 2020, the total number of issued shares of the Company (the "Shares") was 923,000,000 Shares, of which 583,000,000 Shares were Domestic Shares and 340,000,000 Shares were H Shares.

Attendance of EGM

The total number of Shares entitling the holders to attend and vote on each of the resolutions proposed at the EGM was 923,000,000 Shares. The total number of Shares with voting rights represented by the Shareholders attending the EGM in person or by proxy was 701,118,445 Shares, representing approximately 75.961% of the total number of Shares.

Attendance of Class Meeting of Holders of H Shares

The total number of H Shares entitling the holders to attend and vote on the resolutions at the Class Meeting of Holders of H Shares was 340,000,000 H Shares. The total number of H Shares with voting rights represented by the Shareholders attending the Class Meeting of Holders of H Shares in person or by proxy was 118,072,445 H Shares, representing approximately 34.727% of the total number of H Shares.

Attendance of Class Meeting of Holders of Domestic Shares

The total number of Domestic Shares entitling the holders to attend and vote on the resolutions at the Class Meeting of Holders of Domestic Shares was 583,000,000 Domestic Shares. The total number of Domestic Shares with voting rights represented by the Shareholders attending the Class Meeting of Holders of Domestic Shares in person or by proxy was 583,000,000 Domestic Shares, representing 100% of the total number of Domestic Shares.

There was no Share entitling the Shareholders to attend the Meetings but abstain from voting in favour of the resolutions as set out in Rule 13.40 of the Listing Rules. No Shareholder was required under the Listing Rules to abstain from voting at the Meetings.

Each of the resolutions proposed for approval at the Meetings was taken by poll.

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Some of the Directors, Supervisors and the company secretary attended the Meetings. Each of the Meetings was convened and conducted in compliance with the requirements of the relevant laws and regulations and the Articles of Association.

2. VOTING RESULTS OF THE MEETINGS

(1) Voting results of EGM

				Number of votes cast and	Total
		Special Resolutions		approximate percentage of total
			number of
			number of votes cast (%)
				votes cast
				For	Against	Abstain
1.	To consider and approve the proposed	698,904,700	2,213,745	0	701,118,445
amendments to the Articles of Association.	(99.684%)	(0.316%)	(0%)
	To consider and approve the proposed	698,904,700	2,213,745	0
2.	amendments to the Articles of Association	701,118,445
(99.684%)	(0.316%)	(0%)
	(Draft).
	To consider and approve the proposed	698,904,700	2,213,745	0
3.	amendments to the Rules of Procedure for	701,118,445
(99.684%)	(0.316%)	(0%)
	the General Meeting of the Company.
				Number of votes cast and	Total
		Ordinary Resolution		approximate percentage of total
			number of
			number of votes cast (%)
				votes cast
				For	Against	Abstain
	To consider and approve the proposed
	change of overseas auditor of the Company
	from	PricewaterhouseCoopers	to	701,118,445	0	0
4.	PricewaterhouseCoopers Zhongtian	LLP	701,118,445
(100%)	(0%)	(0%)
	which will hold office until the conclusion
	of the next annual general meeting, and to
	authorize the Board to fix its remuneration.

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(2) Voting results of Class Meeting of Holders of H Shares

			Number of votes cast and	Total
	Special Resolutions	approximate percentage of total
	number of
	number of votes cast (%)
			votes cast
			For	Against	Abstain
1.	To consider and approve	the proposed	115,858,700	2,213,745	0	118,072,445
amendments to the Articles of Association.	(98.125%)	(1.875%)	(0%)
	To consider and approve	the proposed	115,858,700	2,213,745	0	118,072,445
2.	amendments to the Articles of Association
(98.125%)	(1.875%)	(0%)
	(Draft).
	To consider and approve	the proposed	115,858,700	2,213,745	0	118,072,445
3.	amendments to the Rules of	Procedure for
(98.125%)	(1.875%)	(0%)
	the General Meeting of the Company.
(3) Voting results of Class Meeting of Holders of Domestic Shares
			Number of votes cast and	Total
	Special Resolutions	approximate percentage of total
	number of
	number of votes cast (%)
			votes cast
			For	Against	Abstain
1.	To consider and approve	the proposed	583,000,000	0	0	583,000,000
amendments to the Articles of Association.	(100%)	(0%)	(0%)
	To consider and approve	the proposed	583,000,000	0	0	583,000,000
2.	amendments to the Articles of Association
(100%)	(0%)	(0%)
	(Draft).
	To consider and approve	the proposed	583,000,000	0	0	583,000,000
3.	amendments to the Rules of Procedure for
(100%)	(0%)	(0%)
	the General Meeting of the Company.

All the above resolutions were duly passed at each of the Meetings. Shareholders may refer to the Circular for details of the resolutions.

The auditor of the Company, PricewaterhouseCoopers Zhongtian LLP, was appointed as scrutineer for vote-taking. The poll results were subject to scrutiny by PricewaterhouseCoopers Zhongtian LLP, whose work was limited to certain procedures requested by the Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to PricewaterhouseCoopers Zhongtian LLP. The work performed by PricewaterhouseCoopers Zhongtian LLP in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

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By Order of the Board

Wang Hai Bo

Chairman

As at the date on the publication of this announcement, the Board comprises:

Mr. Wang Hai Bo (Executive Director)

Mr. Su Yong (Executive Director)

Mr. Zhao Da Jun (Executive Director)

Mr. Shen Bo (Non-executive Director)

Ms. Yu Xiao Yang (Non-executive Director)

Mr. Zhou Zhong Hui (Independent Non-executive Director)

Mr. Lam Yiu Kin (Independent Non-executive Director)

Mr. Xu Qing (Independent Non-executive Director)

Mr. Yang Chun Bao (Independent Non-executive Director)

Shanghai, the PRC

24 February 2020

* For identification purpose only

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