上 海 復 星 醫 藥( 集 團 )股 份 有 限 公 司

Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*

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

(Stock Code: 02196)

FORM OF PROXY FOR HOLDERS OF H SHARES

FOR THE 2021 FIRST MEETING OF HOLDERS OF H SHARES

TO BE HELD ON FRIDAY, 11 JUNE 2021

I/We (Note 2)

of

being the holder(s) ofoverseas listed foreign share(s) (H share(s))(Note 3) of Shanghai Fosun

Pharmaceutical (Group) Co., Ltd.* (the ''Company''), hereby appoint the chairman of the meeting or Mr. Jiang Xian, the independent

non-executive Director (please tick ''✓'' where applicable) or

of

as my/our proxy(Note 4) to vote and act for me/us at the first meeting of holders of H shares of the Company (the ''H Shareholders Class Meeting'') to be held immediately after the conclusion of the annual general meeting and the 2021 first class meeting of holders of A shares of the Company (and at any adjournment thereof) to be held on Friday, 11 June 2021 at Le Meridien Shanghai Minhang, No. 3199 Cao Bao Road, Shanghai, the PRC to vote for me/us as indicated below. Unless otherwise stated, capitalized terms used herein shall have the same meanings as that defined in the circular of the Company dated 12 May 2021 (the ''Circular'').

Please tick or insert the number of H Shares in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.(Note 5)

SPECIAL RESOLUTIONS

For(Note 5)

Against(Note 5)

Abstain(Note 5)

  1. To consider and, if thought fit, approve the proposed grant of the general mandate to repurchase H Shares.
  2. To consider and, if thought fit, approve the proposed grant of the general mandate to repurchase A Shares.
  3. To consider and approve the adoption of 2021 Restricted Share Incentive Scheme and the Proposed Grant.
  4. To consider and approve the Management Measures for the Appraisal System of the 2021 Restricted Share Incentive Scheme.
  5. To consider and approve the mandate to the Board to deal with matters pertaining to the 2021 Restricted Share Incentive Scheme.

Signed this

day of

2021

Signature(s)(Note 6) :

Notes:

  1. IMPORTANT: You should first review the Circular carefully before filling in this proxy form.
  2. Full name(s) and address(es) (as shown in the register of members for H Shares) to be inserted in BLOCK CAPITALS.
  3. Please insert the number of H Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the H Shares registered in your name(s).
  4. If any proxy other than the chairman or the independent non-executive Director is preferred, please strike out the words ''the chairman of the meeting or Mr. Jiang Xian, the independent non-executive Director or'' and insert the name and address of the proxy desired in the space provided. Please refer to the overseas regulatory announcement of the Company dated 11 May 2021 in relation to the Report on Public Solicitation of Voting Rights by Independent Non-Executive Director. An H Shareholder entitled to attend and vote at the H Shareholders' Class Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of H Shares in respect of which each such proxy is so appointed. Any alteration made to this form of proxy must be initialled by the person who signs it.
  5. IMPORTANT: If you wish to vote for any resolution, tick in the box marked ''For''. If you wish to vote against any resolution, tick in the box marked ''Against''. If you wish to abstain from voting on any resolution, tick in the box marked ''Abstain''. Any abstain vote at the H Shareholders Class Meeting shall be disregarded as voting rights for the purpose of calculating the result of that resolution, but will be counted in the total number of voting shares. If you wish to vote only part of the H Shares in respect of which the proxy is so appointed, please state the exact number of H Shares in lieu of a tick in the relevant box. A tick in the relevant box indicates that the votes attached to all the H Shares to which this form relates will be cast accordingly. Unless you have indicated otherwise in this form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the H Shareholders Class Meeting other than those referred to in the notice convening the H Shareholders Class Meeting.
  6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney duly authorised. If this proxy form is signed by a person authorised in writing by the H shareholder, the power of attorney or other authorisation documents must be notarised.
  7. In case of joint holders, the vote of the joint holder whose name stands first in the register of members for H Shares and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members for H Shares in respect of such joint holding.
  8. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 24 hours before the holding of the annual general meeting.
  9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the H Shareholders Class Meeting if you so wish.
  10. The description of the resolution is by way of summary only. The full text appears in the notice convening the meeting, which is set out in the Circular.
  • for identification purposes only

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Shanghai Fosun Pharmaceutical (Group) Co. Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:47:06 UTC.