Shanghai Pharmaceuticals : RESULTS OF THE EXTRAORDINARY GENERAL MEETING, A SHARE CLASS MEETING, AND H SHARE CLASS MEETING

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上海醫藥集團股份有限公司

Shanghai Pharmaceuticals Holding Co., Ltd. *

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

(Stock Code: 02607)

RESULTS OF THE EXTRAORDINARY GENERAL MEETING, A SHARE CLASS

MEETING, AND H SHARE CLASS MEETING

The 2019 first extraordinary general meeting (the "EGM"), 2019 second A Share class meeting (the "A Share Class Meeting"), and 2019 second H Share class meeting (the "H Share Class Meeting") (collectively, the "Meetings") of Shanghai Pharmaceuticals Holding Co., Ltd. (the "Company") were held at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, PRC on 18 December 2019, Wednesday, at 1:00 p.m.

Details of the resolutions considered at the Meetings were set out in the Company's notice of the EGM, notice of the H Share Class Meeting and circular dated 1 November 2019 (the "Circular"). Unless otherwise defined in this announcement, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Meetings were held in compliance with the requirements of the Company Law of the People's Republic of China and the Articles of Association, and were chaired by Mr. ZHOU Jun, Chairman of the Board. In compliance with the requirements of the Hong Kong Listing Rules, Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, acted as the scrutineer for the vote-counting at the Meetings. Grandall Legal Group, Shanghai Office acted as the witnessing lawyer at the Meetings.

As at the date of the Meetings, the total number of issued Shares of the Company was 2,842,089,322, comprising of 1,923,016,618 A Shares and 919,072,704 H Shares. There were no Shares entitling any Shareholders to attend and vote only against the resolutions proposed at the Meetings. As stated in the Circular and to the best knowledge, information and belief of the Directors, two Participants, namely CHO Man (holding 20,009 A Shares), SHEN Bo (holding 71,700 A Shares) and their associates (to the extent any of them owns any shares of the Company as at the date of the Meetings) were required to abstain from voting on proposals at the EGM and at the A Share Class Meeting, respectively. Save as

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the above, no Shareholders were subject to any restriction on their voting on the resolutions proposed at the Meetings.

ATTENDANCE AND POLL RESULTS OF THE EGM

Number of Shareholders and authorised proxies present at the EGM			97
Including:		Number of A Shareholders						94
		Number of H Shareholders						3
Total number of Shares carrying voting rights					1,596,395,465
Including:		Total number of Shares held by A Shareholders				1,034,694,638
		Total number of Shares held by H Shareholders				561,700,827
Percentage in total number of Shares carrying voting rights (%)					56.169785
Including:		Shareholding of A Shareholders						36.406127
		Shareholding of H Shareholders						19.763658
1. Proposal regarding the Proposed Adoption of the 2019 Share Option Scheme
			For		Against			Abstain
Type of
	Number of		Percentage	Number of	Percentage		Number of		Percentage
Shareholders
votes		（%）	votes	（%）		votes		（%）
A Shares		1,026,306,747		99.189337	6,975,986	0.674207		1,411,905		0.136456
H Shares		537,106,358		95.621429	20,571,169	3.662300		4,023,300		0.716271
Total Ordinary
Shares		1,563,413,105		97.933948	27,547,155	1.725585		5,435,205		0.340467

2. Proposal regarding the Assessment Management Measures for the Implementation of the 2019 Share Option Scheme

	For		Against	Abstain
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage
Shareholders
votes		（%）	votes	（%）	votes	（%）
A Shares	1,026,306,747		99.189337	6,975,986	0.674207	1,411,905	0.136456
H Shares	537,106,358		95.621429	20,571,169	3.662300	4,023,300	0.716271
Total Ordinary
Shares	1,563,413,105		97.933948	27,547,155	1.725585	5,435,205	0.340467

3. Proposal regarding the Proposed Authorization to the Board to Deal with Relevant Matters in Relation to the 2019 Share Option Scheme

	For		Against	Abstain
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage
Shareholders
votes		（%）	votes	（%）	votes	（%）
A Shares	1,026,306,747		99.189337	6,975,986	0.674207	1,411,905	0.136456

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H Shares	537,106,358	95.621429	20,571,169	3.662300	4,023,300	0.716271
Total Ordinary
Shares	1,563,413,105	97.933948	27,547,155	1.725585	5,435,205	0.340467

At the EGM, all resolutions were voted by poll. As more than two-thirds of the votes were cast in favour of resolutions, the above resolutions were duly passed as special resolutions.

In accordance with the relevant regulatory requirements of CSRC and the Shanghai Stock Exchange, the poll results of the voting of A shareholders with less than 5% of voting shares in respect of the resolutions involving significant events at the EGM are as follows:

			For	Against	Abstain
Reso-				Percent		Percent		Percent
lution	Resolutions	Number		-age	Number of	-age	Number of	-age
No.		of votes		（%）	votes	（%）	votes	（%）
1.	Proposal regarding
	the Proposed
	Adoption of the	87,988,910		91.296774	6,975,986	7.238242	1,411,905	1.464984
	2019 Share Option
	Scheme
2.	Proposal regarding
	the Assessment
	Management
	Measures for the	87,988,910		91.296774	6,975,986	7.238242	1,411,905	1.464984
	Implementation of
	the 2019 Share
	Option Scheme
3.	Proposal regarding
	the Proposed
	Authorization to
	the Board to Deal	87,988,910		91.296774	6,975,986	7.238242	1,411,905	1.464984
	with Relevant
	Matters in Relation
	to the 2019 Share
	Option Scheme

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ATTENDANCE AND POLL RESULTS OF THE A SHARE CLASS MEETING

Number of Shareholders and authorised proxies present at the	A Share			94
Class Meeting
Total number of A Shares carrying voting rights					1,034,694,638
Percentage in total number of A Shares carrying voting rights (%)				53.805808
1. Proposal regarding the Proposed Adoption of the 2019 Share Option Scheme
	For			Against			Abstain
Type of
Number of	Percentage		Number of	Percentage		Number of	Percentage
Shareholders
votes	（%）		votes		（%）		votes	（%）
A Shares	1,026,306,747	99.189337		6,975,986		0.674207		1,411,905	0.136456

2. Proposal regarding the Assessment Management Measures for the Implementation of the 2019 Share Option Scheme

	For		Against	Abstain
Type of
Number of	Percentage	Number of	Percentage	Number of	Percentage
Shareholders
votes	（%）	votes	（%）	votes	（%）
A Shares	1,026,306,747	99.189337	6,975,986	0.674207	1,411,905	0.136456

3. Proposal regarding the Proposed Authorization to the Board to Deal with Relevant Matters in Relation to the 2019 Share Option Scheme

	For		Against	Abstain
Type of
Number of	Percentage	Number of	Percentage	Number of	Percentage
Shareholders
votes	（%）	votes	（%）	votes	（%）
A Shares	1,026,306,747	99.189337	6,975,986	0.674207	1,411,905	0.136456

At the A Share Class Meeting, all resolutions were voted by poll. As more than two-thirds of the votes were cast in favour of resolutions, the above resolutions were passed as special resolutions at the A Share Class Meeting.

In accordance with the relevant regulatory requirements of CSRC and the Shanghai Stock Exchange, the poll results of the voting of A shareholders with less than 5% of voting shares in respect of the resolutions involving significant events at the A Share Class Meeting are as follows:

			For	Against	Abstain
Reso-			Percent		Percent		Percent
lution	Resolutions	Number	-age	Number of	-age	Number	-age
No.		of votes	（%）	votes	（%）	of votes	（%）

1. Proposal regarding

the Proposed	87,988,910	91.296774	6,975,986	7.238242	1,411,905 1.464984
Adoption of the

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2019 Share Option

Scheme

2.

Proposal regarding

the Assessment

Management

Measures for the

87,988,910

91.296774

6,975,986

7.238242

1,411,905

1.464984

Implementation of

the 2019 Share

Option Scheme

3.

Proposal regarding

the Proposed

Authorization to

the Board to Deal

87,988,910

91.296774

6,975,986

7.238242

1,411,905

1.464984

with Relevant

Matters in Relation

to the 2019 Share

Option Scheme

ATTENDANCE AND POLL RESULTS OF THE H SHARE CLASS MEETING

Number of Shareholders and authorised proxies present

at the H

Share

2

Class Meeting

Total number of H Shares carrying voting rights

560,362,413

Percentage in total number of H Shares carrying voting rights (%)

60.970412

1. Proposal regarding the Proposed Adoption of the 2019 Share Option Scheme

For

Against

Abstain

Type of

Number of

Percentage

Number of

Percentage

Number of

Percentage

Shareholders

votes

（%）

votes

（%）

votes

（%）

H Shares

535,767,944

95.610971

20,571,169

3.671047

4,023,300

0.717982

2. Proposal regarding the Assessment Management Measures for the Implementation of the 2019 Share Option Scheme

	For		Against	Abstain
Type of
Number of		Percentage	Number of	Percentage	Number of	Percentage
Shareholders
votes		（%）	votes	（%）	votes	（%）
H Shares	535,767,944		95.610971	20,571,169	3.671047	4,023,300	0.717982

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3. Proposal regarding the Proposed Authorization to the Board to Deal with Relevant Matters in Relation to the 2019 Share Option Scheme

	For		Against	Abstain
Type of
Number of		Percentage	Number of	Percentage	Number of	Percentage
Shareholders
votes		（%）	votes	（%）	votes	（%）
H Shares	535,767,944		95.610971	20,571,169	3.671047	4,023,300	0.717982

At the H Share Class Meeting, all resolutions were voted by poll. As more than two-thirds of the votes were cast in favour of resolutions, the above resolutions were passed as special resolutions at the H Share Class Meeting.

By order of the Board

Shanghai Pharmaceuticals Holding Co., Ltd. *

ZHOU Jun

Chairman

Shanghai, the PRC, 19 December 2019

As of the date of this announcement, the executive Directors of the Company are Mr. CHO Man, Mr. LI Yongzhong and Mr. SHEN Bo; the non-executive Directors are Mr. ZHOU Jun, Mr. GE Dawei and Ms. LI An; and the Independent Non-executive Directors are Mr. CAI Jiangnan, Mr. HONG Liang, Mr. GU Zhaoyang and Mr. Manson FOK.

• For identification purpose only

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