Shanghai Fudan Zhangjiang Bio Pharmaceutical : POLL RESULTS OF EXTRAORDINARY GENERAL MEETING

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POLL RESULTS OF EXTRAORDINARY GENERAL MEETING

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") held on Monday, 28 October 2019 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 notice of the EGM dated 13 September 2019 and the circular (the "Circular") of the Company dated 11 October 2019. 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 EGM

(1) Convening of the EGM

The EGM was held on Monday, 28 October 2019 at No. 308 Cailun Road, Zhangjiang Hi- tech Park, Pudong New Area, Shanghai, the PRC.

The EGM was convened by the Board and chaired by Mr. Wang Hai Bo, the chairman of the Board, as a physical meeting. No resolution has been vetoed or amended at the EGM. No new proposal has been submitted for voting and approval.

(2) Attendance of the EGM

On 28 October 2019, 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.

At the EGM, Shanghai Pharmaceuticals and its associates, holding 210,142,560 Shares as at the date of this announcement, has abstained from voting on the resolution proposed at the EGM. As such, the total number of Shares entitling the holders to attend and vote on the resolution proposed at the EGM (the "Voting Shares") was 712,857,440 Shares. The total number of Shares with voting rights represented by the Shareholders attending the EGM in person or by proxy was 492,844,757 Shares, representing approximately 69.137% of the total number of Voting Shares.

There was no Share entitling the Shareholders to attend the EGM but abstain from voting in favour of the resolution as set out in Rule 13.40 of the Listing Rules.

The resolution proposed for approval at the EGM was taken by poll.

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

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2. VOTING RESULTS OF THE EGM

		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:
	"THAT:
	(1) the entering into of the Sales and Distribution
	Agreement dated 11 September 2019 between the
	Company and Shanghai Pharmaceuticals, a copy of	492,825,757	0	19,000
1.	which has been produced to the EGM for the purpose of	492,844,757
(99.996%)	(0%)	(0.004%)
	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 discretion
	consider necessary or desirable in connection therewith."

The above resolution was duly passed at the EGM. Shareholders may refer to the Circular for details of the resolution.

The auditor of the Company, PricewaterhouseCoopers, was appointed as scrutineer for vote- taking. The poll results were subject to scrutiny by PricewaterhouseCoopers, 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. The work performed by PricewaterhouseCoopers 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.

By Order of the Board

Wang Hai Bo

Chairman

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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

28 October 2019

* For identification purpose only

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