SHENZHEN HEPALINK PHARMACEUTICAL GROUP CO., LTD.

(深圳市海普瑞藥業集團股份有限公司)

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

(Stock Code: 9989)

PROXY FORM

FOR THE 2020 THIRD EXTRAORDINARY GENERAL MEETING

TO BE HELD ON MONDAY, AUGUST 31, 2020 (OR ANY ADJOURNMENT THEREOF)

I/We(Note 1)

of(Note 2)

being

the registered holder(s) of (Note 3)

H shares of RMB1.00 each in the

share capital of Shenzhen Hepalink Pharmaceutical Group Co., Ltd. (the "Company"), hereby appoint the Chairman of the

meeting(Notes 4 and 5) or

of (address)

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2020 third extraordinary general meeting (the "EGM") of the Company to be held at 2:30 p.m. on Monday, August 31, 2020 at Ballroom, 2/F, L'Hermitage Hotel, 3031 Nanhai Boulevard, Nanshan District, Shenzhen, the People's Republic of China (the "PRC") and at any adjournment thereof for the purposes of considering and, if thought fit, passing the resolutions set out in the circular and notice (the "Notice") of the Company dated August 10, 2020 regarding the EGM and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Company in respect of the resolutions set out in the Notice as hereunder, or if no such indication is given, as my/our proxy thinks fit.

FOR

ORDINARY RESOLUTIONS EFFECTED BY

(Note 7)

AGAINST

ABSTAIN

No.

(Cumulative voting)

CUMULATIVE VOTING SYSTEM (Note 6)

(Note 7)

(Note 7)

(Please fill in the

number of votes)

1.00 To elect non-independent Directors of the fifth session of the Board:

1.01 Re-elect Mr. Li Li as an non-independent Director of the Company;

1.02 Re-elect Mr. Sun Xuan as an non-independent Director of the Company;

1.03 Re-elect Ms. Li Tan as an non-independent Director of the Company;

1.04 Re-elect Mr. Shan Yu as an non-independent Director of the Company;

1.05 Re-elect Mr. Bu Haihua as an non-independent Director of the Company.

2.00 To elect independent non-executive Directors of the fifth session of the Board:

2.01 Re-elect Mr. Chen Junfa as an independent non-executive Director of the Company;

2.02 Re-elect Mr. Wang Zhaohui as an independent non-executive Director of the Company;

2.03 Re-elect Dr. Lu Chuan as an independent non-executive Director of the Company.

3.00 To elect Supervisors of the fifth session of the Supervisory Committee:

3.01 Re-elect Mr. Zheng Zehui as a Supervisor of the Company;

3.02 Re-elect Ms. Tang Haijun as a Supervisor of the Company.

RESOLUTIONS OF NON-CUMULATIVE VOTING

ORDINARY RESOLUTION

FOR

AGAINST

ABSTAIN

(Note 7)

(Note 7)

(Note 7)

4.00

To consider and approve the remuneration of the independent

non-executive Directors of the fifth session of the Board.

SPECIAL RESOLUTIONS

FOR

AGAINST

ABSTAIN

(Note 7)

(Note 7)

(Note 7)

5.00

To consider and approve the proposal for the Company and its

wholly-owned subsidiary to apply for credit lines and provide

guarantees to the banks.

6.00

To consider and approve the amendments to the articles of

association of the Company.

Date:

Signature(s)(Note 8):

Notes:

  1. Please insert full name(s) in BLOCK CAPITALS.
  2. Please insert full address(es) in BLOCK CAPITALS.
  3. Please insert the number of H shares registered in your name(s) to which this proxy form relates. If no number of shares is inserted, this proxy form will be deemed to relate to all H shares of the Company registered in your name(s).
  4. If you are a Shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a Shareholder of the Company, but must attend the meeting in person in order to represent you.
  5. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting" and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.
  6. Regarding ordinary resolutions number 1-3, a cumulative voting system will be adopted. "Cumulative voting system" refers to a system of voting for election of Directors or Supervisors at general meetings under which each share shall be entitled to the number of votes equivalent to the number of the Directors or Supervisors to be elected under the Shareholders' general meeting. Shareholders may consolidate their votes for one or more Director(s) or Supervisor(s). The principles below shall be followed for voting under the cumulative voting system:
    1. the number of candidates for the roles of Directors or Supervisors may be greater than that of the Directors or Supervisors to be elected at the Shareholders' general meeting, but the number of candidates to be voted by each Shareholder shall not exceed the number of Directors or Supervisors to be elected at the Shareholders' general meeting, and the total number of votes allocated to the Shareholders shall not exceed the number of votes held by them; otherwise, the votes shall be invalid;
    2. voting for the non-independent Directors and independent non-executive Directors shall be carried out separately. For the election of independent non-executive Directors, the number of votes each Shareholder is entitled to shall be equal to the number of shares held by the Shareholder multiplied by the number of independent non-executive Directors to be elected, and such votes must be cast only for the candidates for the role of the Company's independent non-executive Directors; for the election of non-independent Directors, the number of votes each Shareholder is entitled to shall be equal to the number of shares held by the Shareholder multiplied by the number of non- independent Directors to be elected, and such votes must be cast only for the candidates for the role of the Company's non-independent Directors; and
    3. the candidates to be finally elected as Directors or Supervisors shall be determined according to the numbers of votes they have received, but the minimum number of votes each candidate elected has received must exceed half of the total number of shares held by Shareholders (including proxies thereof) attending the EGM. If the number of Directors or Supervisors elected falls short of the number of Directors or Supervisors to be elected at the EGM, a new round of voting shall be carried out for the candidates for the roles of Directors or Supervisors not having received the required number of votes to fill the shortage. If the shortage is still not filled, a by-election shall be conducted at the next Shareholders' general meeting of the Company. If two or more candidates for the roles of Directors or Supervisors have the same number of votes, but not all of them can be elected according to the election quota, a separate round of voting shall be conducted for such candidates with the same number of votes.
  7. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED "ABSTAIN". If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may be proposed at the meeting. The shares abstained will be counted in the calculation of the required majority.
  8. This proxy form must be signed and dated by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a company, it should execute this proxy form under its common seal or by its directors or (a) person(s) duly authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the EGM, either in person or by proxy.
  9. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notary certified copy of such power of attorney or authority, must be completed and deposited at the H share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares), or at the Company's headquarters in the PRC, at No. 21 Langshan Road, Nanshan District, Shenzhen, the PRC (for holders of A shares), not less than 24 hours before the meeting or any adjournment thereof.
  10. Completion and return of this proxy form will not preclude you from attending and voting at the meeting in person if you so wish.
  11. Shareholders or their proxies attending the meeting shall produce their identity documents.

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Shenzhen Hepalink Pharmaceutical Group Co. Ltd. published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 04:23:02 UTC