SINOPHARM : Notice of Extraordinary General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

國 藥 控 股 股 份 有 限 公 司

(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)

Group Co. Ltd. (the "Company") will be held at Meeting Room 1813, Sinopharm Plaza, No. 1001

Zhongshan Road (West), Changning District, Shanghai, the People's Republic of China (the "PRC") at 9:00 a.m. on Thursday, 20 August 2015 for the purpose of considering, and if thought fit, passing the following resolution:

1. To consider and, if thought fit, to approve: "THAT

(a) the Company be and is hereby authorised, within 24 months from the date when the approval from the China Securities Regulatory Commission is obtained, to issue corporate bonds in the PRC of no more than RMB10,000,000,000 in scale (the "Corporate Bonds");

(b) the board of directors of the Company (the "Board") or the person(s) authorised by the

Board, shall be authorised to do the following:

(1) Subject to the laws and regulations, with reference to the specific conditions of the market and the Company, to determine and adjust the specific plan of the issue of

the Corporate Bonds, including but not limited to the issue scale of the Corporate

* The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name "Sinopharm Group Co. Ltd.".

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Bonds, issue method (including whether to issue in tranches, amount for each tranche, etc.), duration, bond type, interest rate, use of the proceeds, guaranty arrangement, guarantee measures for repayment and other specific matters;

(2) to determine the engagement of professional agents to assist the Company in the application of listing of the Corporate Bonds;

(3) to formulate, approve, execute, amend and announce all the legal documents regarding the issue of the Corporate Bonds. To make suitable supplements and adjustments on the application documents in accordance with the requirements of the regulatory authorities;

(4) to select the bond trustee, execute the trustee management agreement and formulate the rules of bondholders' meeting;

(5) to take the actions regarding the application of listing of the Corporate Bonds;

(6) if there is any change on the opinions of the regulatory authorities, policies or market conditions, except the matters which are subject to the shareholders' approval in accordance with the relevant laws, regulations and the Articles of Association, to make suitable adjustments on the matters of the issue of the Corporate bond, or to decide whether to proceed the issue of the Corporate Bond based on the actual situations; and

(7) to take all other relevant actions regarding the issue of the Corporate Bonds."

By Order of the Board of Sinopharm Group Co. Ltd. Wei Yulin

Chairman

Shanghai, the PRC

3 July 2015

As at the date of this announcement, the executive directors of the Company are Mr. Wei Yulin and Mr. Li Zhiming; the non-executive directors of the Company are Mr. Chen Qi Yu, Mr. She Lulin, Mr. Wang Qunbin, Mr. Li Yuhua, Mr. Zhou Bin, Mr. Deng Jindong, Mr. Li Dongjiu and Mr. Liu Hailiang; and the independent non-executive directors of the Company are Ms. Li Ling, Mr. Yu Tze Shan Hailson, Mr. Lyu Changjiang, Mr. Tan Wee Seng and Mr. Liu Zhengdong.

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Notes:

1. For the purpose of holding the EGM, the register of members of H Shares of the Company will be closed from Tuesday, 21 July 2015 to Thursday, 20 August 2015 (both days inclusive), during which period no transfer of H Shares of the Company can be registered.
In order to be qualified to attend and vote at the EGM, for holders of H shares of the Company, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Room 1712-1716,
17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on
Monday, 20 July 2015.
The Shareholders whose names appear on the register of members of the Company on Tuesday, 21 July
2015 are entitled to attend and vote at the EGM.
2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
4. In order to be valid, the proxy form must be deposited, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or for holders of domestic shares of the Company, to the Board Office of the Company in the PRC not less than 24 hours before the time for holding the EGM. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should they so wish.
5. Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM. If corporate Shareholders appoint authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.
6. Shareholders who intend to attend the EGM should complete the reply slip and return it to the Board
Office of the Company in the PRC by hand, by post or by fax on or before Thursday, 30 July 2015.
7. The EGM is expected to take for less than half a day. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
8. Contact details of the Board Office of the Company in the PRC are as follows:
Address: Room 1603, Sinopharm Plaza, No.1001 Zhongshan Road (West), Changning District, Shanghai, 200051, the PRC
Telephone No.: (86 21) 2305 2152
Fax No.: (86 21) 2305 2146

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