SciClone Pharmaceuticals : PROPOSED ELECTION AND RE-ELECTION OF DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SciClone Pharmaceuticals (Holdings) Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

SciClone Pharmaceuticals (Holdings) Limited

賽生藥業控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6600)

PROPOSED ELECTION AND RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of SciClone Pharmaceuticals (Holdings) Limited to be held at 22/F, Central Plaza, 381 Middle Huaihai Road, Shanghai, PRC on Wednesday, June 16, 2021 at 3:00 p.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, June 14, 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.sciclone.com)

References to time and dates in this circular are to Hong Kong time and dates.

* For identification purpose only

May 14, 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-6
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Election and Re-election of Directors . . . . . . . . . . . . . . . . .	4

3. Proposed Granting of General Mandate to

	Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .	.	4
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . .		5
5.	Annual General Meeting, Closure of Register of Members and Proxy Arrangement . .	.	5
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . .		6
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Appendix I - Details of the Directors Proposed to be Elected and
	Re-elected at the Annual General Meeting . . . . . . . . . . . . . .	.	7-14
Appendix II - Explanatory Statement on the Share Repurchase
	Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	.	15-17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	. 18-22

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held at 22/F, Central
	Plaza, 381 Middle Huaihai Road, Shanghai, PRC on Wednesday, June
	16, 2021 at 3:00 p.m., to consider and, if appropriate, to approve the
	resolutions contained in the notice of the meeting which is set out on
	pages 18 to 22 of this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company currently in force
"Board"	the board of Directors
"China" or "PRC"	the People's Republic of China (for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan)
"Company"	SciClone Pharmaceuticals (Holdings) Limited, a company incorporated
	in the Cayman Islands with limited liability, the Shares of which are
	listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"Issuance Mandate"	a general mandate proposed to be granted to the Directors to allot, issue
	or deal with additional Shares of not exceeding 20% of the total number
	of issued shares of the Company as at the date of passing of the proposed
	ordinary resolution contained in item 5 of the notice of the Annual
	General Meeting
"Latest Practicable Date"	May 7, 2021, being the latest practicable date prior to the printing of this
	circular for ascertaining certain information in this circular
"Listing Date"	March 3, 2021, being the date on which the Shares first becoming listed
	on the Main Board of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange as
	amended from time to time
"Nomination Committee"	the nomination committee of the Company
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)

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DEFINITIONS

"Share(s)"	ordinary share(s) of US$0.00005 each in the issued capital of the
	Company or if there has been a subsequent sub-division, consolidation,
	reclassification or reconstruction of the share capital of the Company,
	shares forming part of the ordinary equity share capital of the Company
"Share Repurchase Mandate"	a general mandate proposed to be granted to the Directors to repurchase
	Shares on the Stock Exchange of not exceeding 10% of the total number
	of issued shares of the Company as at the date of passing of the proposed
	ordinary resolution contained in item 4 of the notice of the Annual
	General Meeting
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers approved by the Securities and
	Futures Commission as amended from time to time

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LETTER FROM THE BOARD

SciClone Pharmaceuticals (Holdings) Limited

賽生藥業控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6600)

Executive Director:	Registered Office:
Mr. Zhao Hong (Chief Executive Officer)	P.O. Box 309, Ugland House
	Grand Cayman, KY1-1104
Non-executive Directors:	Cayman Islands
Mr. Li Zhenfu (Chairman)
Dr. Daniel Luzius Vasella	Principal Place of Business in Hong Kong:
Ms. Lin Shirley Yi-Hsien	3401A, Windsor House
Ms. Li Quan	311 Gloucester Road
Mr. Shi Cen	Causeway Bay
Ms. Wang Xiaozhuo	Hong Kong
Independent Non-executive Directors:
Dr. Liu Guoen
Dr. Chen Ping
Mr. Gu Alex Yushao
Ms. Wendy Hayes
	May 14, 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED ELECTION AND RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Wednesday, June 16, 2021.

* For identification purpose only

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