Shanghai Fudan Zhangjiang Bio Pharm : PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

上 海 復 旦 張 江 生 物 醫 藥 股 份 有 限 公 司

Shanghai Fudan-ZhangjiangBio-Pharmaceutical Co., Ltd.*

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

(Stock code: 1349)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

							Number of shares related to this
							proxy form (note 1)
							H shares/domestic shares
I/we(note 2)
of
being the registered holder(s) of							(note 1) H shares/domestic shares(note 3)
of Shanghai Fudan-ZhangjiangBio-Pharmaceutical Co., Ltd.* (the "Company") hereby appoint(note 4)
I.D. No.			of			, or the chairman of the meeting, as my (our) proxy to

attend and vote for me (us) at the extraordinary general meeting (the "Meeting" or "EGM") of the Company to be held at No. 308 Cailun Road, Zhangjiang Hi-tech Park, Pudong New Area, Shanghai, the PRC at 10:00 a.m. on Monday, 28 October 2019 or at any adjournment thereof as hereunder indicated in respect of the resolution set out in the notice of EGM dated 13 September 2019, and if no such indication is given, as my/our proxy thinks fit.

Unless otherwise indicated, capitalized terms used in this proxy form and the following resolution shall have the same meanings as those defined in the circular (the "Circular") of the Company to be despatched to the Shareholders on or before 11 October 2019 .

Ordinary Resolution

For(note 5)

Against(note 5)

Abstain(note 5)

1. To consider and approve: "THAT:

1. the entering into of the Sales and Distribution Agreement dated 11 September 2019 between the Company and Shanghai Pharmaceuticals, a copy of which has been produced to the EGM for the purpose of identification, and the proposed annual caps for the two years ending 31 December 2020 for the continuing connected transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
2. any one of the directors of the Company be and is hereby authorized to do, approve and transact all such acts and things as the director may in his/her absolute discretion consider necessary or desirable in connection therewith."

The above resolution is set out in the Circular and the Notice of EGM dated 13 September 2019. You shall refer to the abovementioned documents before appointing a proxy.

Signature(s):	(note 6)	Date:	2019

Notes:

1. Please insert the number of shares registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the share capital of the Company registered in your name(s).
2. Please insert full name(s) and address(es) in BLOCK LETTERS.
3. Please delete the inappropriate.
4. Please insert the name, I.D. number and address of your proxy. If this is left blank, the chairman of the EGM will act as your proxy. One or more proxies, who may not be shareholder(s) of the Company, may be appointed to attend and vote at the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
5. ATTENTION: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A "✔" IN THE APPROPRIATE SPACE UNDER "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE INDICATE WITH A "✔" IN THE APPROPRIATE SPACE UNDER "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE INDICATE WITH A "✔" IN THE APPROPRIATE SPACE UNDER "ABSTAIN", AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to indicate as to how to vote in respect of the resolution on the proxy form returned will entitle your proxy to decide whether to vote and as to how to vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution legally and properly put to the EGM other than those not referred to in the Notice of EGM dated 13 September 2019.
6. This form of proxy must be signed under hand by you or your attorney duly authorized on your behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation. If this form is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified.
7. This form of proxy together with the power of attorney or other authorization document(s) (if any) which have been notarised, must be delivered to the following addresses, at least 24 hours before the time designated for the holding of the EGM.
   For holders of domestic shares:
   No. 308 Cailun Road, Zhangjiang Hi-tech Park
   Pudong New Area, Shanghai, the PRC (Postal Code: 201210)
   Fax: [phone]
   For holders of H shares:
   17M Floor, Hopewell Centre
   183 Queen's Road East, Hong Kong
   Fax: [phone]
8. All times and dates specified herein refer to local times and dates of Shanghai, the PRC.

• For identification purposes only