SCLN Sciclone Pharmaceuticals, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of SciClone Pharmaceuticals, Inc.:

Notice is hereby given that a 2017 special meeting of the stockholders of SciClone Pharmaceuticals, Inc., a Delaware corporation, which we refer to herein as SciClone or the Company, will be held at the Marriott San Mateo/San Francisco Airport, 1770 S. Amphlett Blvd., San Mateo, California 94402, on September 27, 2017 at 10:00 a.m., local time, for the following purposes:

1. To consider and vote on a proposal to approve and adopt that certain Agreement and Plan of Merger dated June 7, 2017, which we refer to herein as the merger agreement, by and among SciClone, Silver Biotech Investment Limited, a company organized under the laws of the Cayman Islands, which we refer to herein as Holdco, and Silver Delaware Investment Limited, a Delaware corporation and a wholly-owned subsidiary of Holdco, which we refer to herein as Merger Sub, and approve the merger and other transactions contemplated by the merger agreement. A copy of the merger agreement is attached as Annex A  to the accompanying proxy statement;

2. To consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement and approve the merger at the time of the special meeting; and

3. To approve, on an advisory non-binding basis, certain compensation payable or that may become payable to the Company’s named executive officers in connection with the merger.

The foregoing matters are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

After careful consideration, our Board of Directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger consideration and the merger, are fair to, and in the best interests of, the Company and its stockholders and approved, adopted and authorized, and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Board of Directors made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

Approval of the proposal to approve and adopt the merger agreement and approve the merger requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote thereon. The approval of the non-binding advisory proposal regarding certain merger-related executive compensation arrangements requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote on this proposal at the special meeting. The approval of the proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on this proposal, although less than a quorum.

The Board of Directors unanimously recommends that you vote (1) “FOR” approval and adoption of the merger agreement and approval of the merger and other transactions contemplated thereby; (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement and approve the merger at the time of the special meeting; and (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the merger, which we refer to collectively as the “proposals.”

The Board of Directors has fixed the close of business on August 11, 2017 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting and any adjournments or

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postponements thereof. You will be entitled to one vote for each share of our common stock that you owned on the record date. A complete list of our stockholders of record entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.

Company stockholders who do not vote in favor of the proposal to approve and adopt the merger agreement and approve the merger will have the right to seek appraisal of the fair value of their shares of common stock, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware, which we refer to herein as the DGCL, if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all of the requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement. Section 262 of the DGCL is reproduced in its entirety in Annex C to the accompanying proxy statement and is incorporated therein by reference.

YOUR VOTE IS VERY IMPORTANT

Whether or not you plan to attend the special meeting, please vote, as promptly as possible on the matters set forth on the enclosed proxy card (1) over the internet; (2) by telephone; or (3) by signing and dating the enclosed proxy card and returning it in the accompanying prepaid reply envelope. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee.

By Order of the Board of Directors,

FRIEDHELM BLOBEL, Ph.D.

President and Chief Executive Officer

Foster City, California

August 18, 2017

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares of common stock, please contact our proxy solicitor:

Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety, including but not limited to the merger agreement, which is the legal document that governs the terms of the merger. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information.”

Q. What am I being asked to vote on at the special meeting?

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Proposals 2: The adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of holders of a majority of the shares of our common stock present, in person or represented by proxy, at the special meeting and entitled to vote on the proposal.

Proposal 3: The approval, on an advisory non-binding basis, of certain compensation payable or that may become payable to the Company’s named executive officers in connection with the merger, requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote on this proposal at the special meeting.

Votes will be counted by the inspector of election appointed for the special meeting, who will separately count all of the votes for each proposal, including broker non-votes, as applicable. “Broker non-votes” result when brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares. In such case, the brokers or other nominees are precluded from exercising their voting discretion with respect to the approval of non-routine matters such as the adoption of the merger agreement and the proposal to approve the adjournment of the special meeting for the purpose of obtaining additional votes, and thus, absent specific instructions from the beneficial owner of those shares, brokers and nominees are not empowered to vote the shares with respect to the approval of such non-routine matters.

Because the approval and adoption of the merger agreement and approval of the merger requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on the proposal, broker non-votes and abstentions will have the same effect as a vote “ AGAINST ” the merger proposal.

Because the approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on this particular proposal at the special meeting, it will not be affected by broker non-votes, but abstentions will have the same effect as a vote “ AGAINST ” such proposal.

Because the non-binding proposal regarding merger-related executive compensation requires the affirmative vote of a majority of the votes cast on this resolution at the special meeting, it will not be affected by broker non-votes or abstentions.

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If your shares are held in “street name” by a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares, and your bank, brokerage firm or other nominee, or their intermediary, is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package with instructions and describing the procedure for voting your shares. You are invited to attend the special meeting; however, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the meeting.

Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present.

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If your shares are held in street name through a brokerage account, bank or other nominee, you must provide your voting instructions in accordance with the voting instruction form provided by your broker, bank or other nominee. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the meeting.

If you hold shares in “street name” through a brokerage firm or other nominee, you should contact the brokerage firm or other nominee that holds your shares for instructions on how to change your vote.

If you own shares that are registered in your own name and return a signed proxy, but do not indicate how you wish your shares to be voted, the shares represented by your properly signed proxy will be voted “ FOR ” each of the proposals to be considered at the special meeting.

If any other business properly comes before the meeting or any adjournments or postponements thereof, the persons named as proxies will vote your shares in accordance with the recommendations of our Board of Directors. If you are the beneficial owner of shares and do not give voting instructions to your broker, bank or other nominee on a proposal, your shares will not be voted on any proposal.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which the Company refers you in this communication, contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events, plans, strategies, or objectives that are subject to change, and actual results may differ materially from the forward-looking statements.

Without limiting the foregoing, the words “expect,” “plan”, “believe,” “seek,” estimate,” “aim,” “intend,” “anticipate,” “believe,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements may involve known and unknown risks over which the Company has no control. Those risks include, without limitation (i) the risk that the proposed transaction may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the risk that the Buyer Consortium may fail to obtain financing, and notwithstanding that receipt of financing is not a closing condition, that the closing may not occur if the Buyer Consortium is unable to secure adequate financing, (iii) the failure to satisfy all of the closing conditions of the proposed transaction, including the adoption of the merger agreement by the Company’s stockholders, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (v) the effect of the announcement and pendency of the proposed transaction on the Company’s business, operating results, and relationships with customers, suppliers and others, (vi) risks that the proposed transaction may disrupt the Company’s current plans and business operations, (vii) potential difficulties retaining employees as a result of the proposed transaction, (viii) risks related to the diverting of management’s attention from the Company’s ongoing business operations, and (ix) the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement or the proposed transaction.

In addition, the Company’s actual performance and results may differ materially from those currently anticipated due to a number of risks including, without limitation: (i) the Company’s substantial dependence on sales of ZADAXIN in China; (ii) the dependence of the Company’s revenues on obtaining or maintaining regulatory licenses and compliance with other country-specific regulations, including renewing the Company’s drug import license for ZADAXIN; (iii) risks and uncertainties relating to Chinese government actions intended to reduce pharmaceutical prices such as the reduction in some provinces of the governmentally permitted maximum listed price for the Company’s products and increased oversight of the health care market and pharmaceutical industry; (iv) risks related to existing and future pricing pressures on our products, particularly in China; (v) SciClone’s ability to implement and maintain controls over its financial reporting; (vi) actual or anticipated fluctuations in the Company’s operating results, some of which may result from undertaking new clinical development projects, or from licensing or acquisition-related expenses including up-front fees, milestone payments, and other items; (vii) the Company’s ability to successfully develop or commercialize its products; (viii) risks related to the impact of the Company’s efforts to in-license or acquire other pharmaceutical products for marketing in China and other markets; (ix) the Company’s dependence of its current and future revenue and prospects on third-party license, promotion or distribution agreements, including the need to renew such agreements, enter into similar agreements, or end arrangements that SciClone does not believe are beneficial; (x) risks relating to operating in China, including risk due to changes in regulatory environment, slow payment cycles and changes to economic conditions including currency exchange fluctuations; (xi) compliance by our employees and agents with regulations that are applicable to sales and marketing activities, including the Foreign Corrupt Practices Act, which we refer to herein as FCPA, and (xii) uncertainty in the prospects for unapproved products, including uncertainties as to pricing and competition and risks relating to the clinical trial process and related regulatory approval process and the process of initiating trials at, and enrolling patients at, clinical sites.

Please also refer to other risks and uncertainties described in SciClone’s filings with the SEC, including but not limited to the risks described in SciClone’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31 and June 30, 2017. All

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forward-looking statements are based on information currently available to SciClone and SciClone assumes no obligation to update any such forward-looking statements.

All subsequent written or oral forward-looking statements concerning the merger or the other transactions contemplated by the merger agreement or other matters addressed in this proxy statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section of this proxy statement.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board of Directors for use at the special meeting to be held at the Marriott San Mateo/San Francisco Airport, 1770 S. Amphlett Blvd., San Mateo, California 94402, on September 27, 2017 at 10:00 a.m., local time.

Purpose of the Special Meeting

At the special meeting, holders of our common stock will be asked:

The Board of Directors recommends that you vote “FOR” each of the above proposals.

Our stockholders must approve the proposal to approve and adopt the merger agreement and approve the merger in order for the merger to occur. If our stockholders fail to approve the proposal to approve and adopt the merger agreement and approve the merger, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

Record Date and Quorum

The Board of Directors has fixed the close of business on August 11, 2017 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only holders of record of our common stock as of the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy) the special meeting and at any adjournment or postponement thereof. As of the close of business on the record date, there were 52,191,854 shares of our common stock outstanding and entitled to vote, held by 186 holders of record. Each holder of our common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of our common stock that such holder owned as of the record date.

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote on the record date constitutes a quorum for the transaction of business at the special meeting. Shares of our common stock represented at the special meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Because stockholders cannot take any action at the meeting unless a majority of the outstanding shares of common stock is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting. If you fail to submit your proxy card or vote in person, or if you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock it will have the same effect as a vote “AGAINST” approval of the proposal to approve and adopt the merger agreement and approve the merger.

Attendance

Only stockholders of record and their duly appointed proxy holders may attend the special meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

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Vote Required

Proposal No. 1, the approval of the proposal to approve and adopt the merger agreement and approve the merger requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon. Abstentions and broker non-votes will not be counted as votes cast in favor of the proposal to approve and adopt the merger agreement and adopt the merger, but will count for the purpose of determining whether a quorum is present. If you fail to return your proxy card or vote in person, or if you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock it will have the same effect as a vote “AGAINST” approval of the proposal to approve and adopt the merger agreement and approve the merger.

Proposal No. 2, the proposal to consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement and approve the merger at the time of the special meeting, requires the affirmative vote of at least a majority of the outstanding shares of our common stock, present in person or represented by proxy and entitled to vote at the special meeting.

Proposal No. 3, the approval, on an advisory non-binding basis, of certain compensation payable or that may become payable to the Company’s named executive officers in connection with the merger, requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote on this proposal at the special meeting.

Abstentions will have the same effect as a vote “AGAINST” approval of Proposal No. 2, but will not have any effect on Proposal No. 3. If you fail to submit a proxy or vote in person at the special meeting or if you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted on Proposals Nos. 2 and 3, but this will not have an effect on these proposals.

GL Trade Investment Limited, who directly holds an aggregate of 4,750,116 shares of our common stock (constituting approximately 9.2% of the outstanding shares of the common stock), entered into a Voting and Support Agreement with the Company. Under the terms of the Voting and Support Agreement, GL Trade Investment Limited has agreed to, among other things, vote all shares of our common stock held by it in favor of approval and adoption of the merger agreement and approval of the transactions contemplated thereby, including the merger, and to vote against, among other things, any other acquisition proposal or other proposal, action or agreement that would impede, frustrate, interfere with, delay, postpone or adversely affect the merger and other transactions contemplated by the merger agreement.

Voting

To ensure that your shares are represented at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

For each of Proposals Nos. 1, 2 and 3 you may vote “ FOR, ” “ AGAINST ” or “ ABSTAIN .”

If your shares of our common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares of our common stock, the stockholder of record. This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to vote, to grant your voting rights directly to the Company or to a third-party or to vote in person at the meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “ FOR ” each of the proposals being presented at the special meeting.

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If your shares are held by a bank, broker or other nominee on your behalf in “street name,” your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card.

In accordance with the rules of NASDAQ, banks, brokers and other nominees who hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the approval of Proposals Nos. 1, 2 or 3. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares they may not vote such shares with respect to the approval of the merger agreement and a “broker non-vote” will arise. Broker non-votes, if any, will be counted for purposes of determining whether a quorum is present at the special meeting. For shares of our common stock held in “street name,” only such shares affirmatively voted “ FOR ” Proposal No. 1 will be counted as favorable votes for such proposal. Broker non-votes on Proposal No. 1 will have the same effect as votes “ AGAINST ” Proposal No. 1. Broker non-votes will not have any effect on Proposals Nos. 2 and 3.

Abstentions will be included in the calculation of the number of shares of our common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” each of Proposals Nos. 1 and 2, but will not have any effect on Proposal No. 3.

If you are a stockholder of record, you may have your shares of our common stock voted on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of our common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting.

If you choose to vote by mailing a proxy card, your proxy card should be mailed in the accompanying postage-paid reply envelope, and your proxy card must be filed with our proxy solicitor by the time the special meeting begins. Please do NOT send in your stock certificate(s) with your proxy card. After the completion of the merger, a separate letter of transmittal will be mailed to you promptly, and in any event within five business days, that will enable you to receive the merger consideration in exchange for your stock certificate(s). If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the merger consideration.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the proxy card, you may specify whether your shares of our common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor: MacKenzie Partners toll-free at 1-800-322-2885.

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YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OUR COMMON STOCK YOU OWN. IT IS IMPORTANT THAT YOU ATTEND THE MEETING IN PERSON OR ARE REPRESENTED BY PROXY AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING PREPAID REPLY ENVELOPE. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

As of August 11, 2017, the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 2,711,800 shares of our common stock (not including any shares of our common stock deliverable upon exercise or conversion of any stock appreciation rights or restricted stock units), representing approximately 4.98 percent of the outstanding shares of our common stock.

Revocation of Proxies

You have the right to revoke a proxy at any time before it is exercised, by filing a notice of revocation to our proxy solicitor, which must be filed with the Secretary by the time the special meeting begins, by filing a duly executed proxy card or voting instruction form bearing a later date, by submitting a later dated proxy, or by attending the special meeting and voting in person. Written notice of revocation should be mailed to our proxy solicitor: MacKenzie Partners, Inc. at 105 Madison Avenue, 17 ^th Floor, New York, New York 10016. If you hold shares in “street name” through a bank, brokerage firm or other nominee, you should contact the bank, brokerage firm or other nominee that holds your shares for instructions on how to change your vote.

Voting Agreement

GL Trade Investment Limited, who directly holds an aggregate of 4,750,116 shares of our common stock (constituting approximately 9.2% of the outstanding shares of the common stock), entered into a Voting and Support Agreement with the Company. Under the terms of the Voting and Support Agreement, GL Trade Investment Limited has agreed to, among other things, vote all shares of our common stock held by it in favor of approval and adoption of the merger agreement and approval of the transactions contemplated thereby, including the merger, and to vote against, among other things, any other acquisition proposal or other proposal, action or agreement that would impede, frustrate, interfere with, delay, postpone or adversely affect the merger and the transactions contemplated by the merger agreement.

The Voting and Support Agreement also restricts GL Trade Investment Limited, among other things, from transferring or agreeing to transfer any of the common stock owned by GL Capital during its term, except in connection with the rollover or escrow. The Voting and Support Agreement terminates upon the earlier to occur of the completion of the merger, the termination of the merger agreement in accordance with its terms, an adverse recommendation change by the Company’s Board of Directors or the mutual agreement of the Company and GL Trade Investment Limited.

A copy of the voting agreement is attached as Annex D to this proxy statement.

Rollover Agreement

Concurrently with the execution of the merger agreement, GL Trade Investment Limited, an affiliate of GL Capital, entered into a rollover agreement with Holdco and Topco, pursuant to which GL Trade Investment Limited is agreeing, among other things, to contribute all of the shares of our common stock beneficially owned by it to Holdco immediately prior to the effective time of the merger in exchange for newly issued shares of Topco.

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Adjournments

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve and adopt the merger agreement and approve the merger or if a quorum is not present at the special meeting. Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve and adopt the merger agreement and approve the merger or if a quorum is not present at the special meeting, requires the affirmative vote of a majority of the stockholders present, in person or represented by proxy, and entitled to vote at the special meeting, whether or not a quorum is present without notice other than announcement at the meeting. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned.

Solicitation of Proxies; Payment of Solicitation Expenses

The expense of printing and mailing proxy materials and the solicitation of proxies will be borne by us. We have retained MacKenzie Partners, a professional proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $20,000, plus expenses. The Company will also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have any questions or need assistance voting your shares, please contact our proxy solicitor: MacKenzie Partners toll-free at 1-800-322-2885.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully and in its entirety as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger. As a result of the merger, the Company will cease to be a publicly traded company and will become a subsidiary of Holdco, a company affiliated with the Buyer Consortium. Upon completion of the merger, you will not own any shares of the capital stock of the surviving corporation.

The Parties to the Merger

The Company

SciClone Pharmaceuticals, Inc.

950 Tower Lane, Suite 900,

Foster City, California 94404-2125

Telephone: (650) 358-3456

SciClone Pharmaceuticals, Inc., a Delaware corporation, is a revenue-generating, specialty pharmaceutical company with a substantial commercial business in China and a product portfolio spanning major therapeutic markets including oncology, infectious diseases and cardiovascular disorders. SciClone’s proprietary lead product, ZADAXIN ^® (thymalfasin), is approved in over 30 countries and may be used for the treatment of hepatitis B (HBV), hepatitis C (HCV), and certain cancers, and as an immune system enhancer, according to the local regulatory approvals. The Company has successfully in-licensed and commercialized products with the potential to become future market leaders and to drive the Company’s long-term growth, including DC Bead ^® , a novel treatment for liver cancer. Through its promotion business with pharmaceutical partners, SciClone also markets multiple branded products in China which are therapeutically differentiated. SciClone is a publicly-held corporation based in Foster City, California, and trades on the NASDAQ Global Select Market under the symbol SCLN.

For additional information about the Company included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information.”

Topco

Silver Biotech Holding Limited

Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Telephone No: +86 10 5961-1212

Silver Biotech Holding Limited, a company organized under the laws of the Cayman Islands, was formed by the Buyer Consortium, for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Topco is a company affiliated with the Buyer Consortium and has not engaged in any business except for activities incidental to its formation, in connection with the financing of the merger, and as contemplated by the merger agreement.

Holdco

Silver Biotech Investment Limited

Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Telephone No: +86 10 5961-1212

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Silver Biotech Investment Limited, a company organized under the laws of the Cayman Islands, was formed by Topco for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Holdco is a company affiliated with the Buyer Consortium and has not engaged in any business except for activities incidental to its formation, in connection with the financing of the merger, and as contemplated by the merger agreement.

Merger Sub

Silver Delaware Investment Limited

Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Telephone No: +86 10 5961-1212

Silver Delaware Investment Limited, a Delaware corporation, was formed by Holdco for the purpose of entering into the merger agreement and completing the merger and the other transactions contemplated by the merger agreement. Merger Sub is a subsidiary of Holdco and has not engaged in any business except for activities incidental to its formation, in connection with the financing of the merger, and as contemplated by the merger agreement. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

Affiliates of GL Capital

Unit 3001, China World Tower 2

No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Telephone No: +86 10 5961-1212

Established in 2010, GL Capital is a Greater China healthcare-focused, value-driven investment management group. Since inception, GL Capital has developed a reputation as the partner-of-choice for leading healthcare companies and demonstrated capability to add value to its portfolio companies.

Affiliates of BOCGI

23/F, Bank of China Tower, 1 Garden Road

Hong Kong

Telephone No: +852 2200-7500

BOCGI is the principal direct investment platform of Bank of China. Established in 1984, BOCGI has made extensive investment in various sectors benefiting from China’s economic growth.

Affiliates of CDH Investments

1503, Level 15, International Commerce Centre

1 Austin Road West, Kowloon, Hong Kong

Telephone No: +852 3518-8000

CDH Investments is one of the largest alternative asset management institutions focused on China.

Affiliates of Ascendent

Suite 1609, 16/F, Jardine House, 1 Connaught Place

Central, Hong Kong

Telephone No: +852 2165-9000

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Ascendent Capital Partners, which we refer to herein as Ascendent, is a private equity investment management firm focused on Greater China-related investment opportunities, managing capital for globally renowned institutional investors including sovereign wealth funds, endowments, pensions, foundations and fund-of-funds. Ascendent aims to provide influential and informed capital to help portfolio companies achieve greater value, while generating the highest quality risk-adjusted returns for our investors. Ascendent is managed by a team with extensive experience in executing innovative and groundbreaking private equity investments in Greater China.

Affiliates of Boying

c/o P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola, British Virgin Islands

Fax No: +86 20 6261-3830

Boying Investments Limited is a wholly owned limited company of Mr. Weihang Zhu.

Anticipated Date of Completion of the Merger

We are working towards completing the merger as soon as possible. Assuming the Buyer Consortium timely arranges financing in connection with the transaction and the parties satisfy all closing conditions, including approval by our stockholders of the proposal to approve and adopt the merger agreement and approve the merger, we anticipate that the merger will be completed in the fourth quarter of 2017. If our stockholders vote to approve the proposal to approve and adopt the merger agreement and approve the merger, the merger will become effective as promptly as practicable following the satisfaction or waiver of a number of conditions to the merger, subject to the terms of the merger agreement. See “Proposal No. 1 The Merger Agreement — Closing and Effective Time of the Merger.”

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among the Board of Directors, members of the Company’s senior management or the Company’s representatives and other parties.

The Board of Directors, together with the Company’s senior management, regularly reviews and considers various strategic opportunities available to the Company, including whether the continued execution of the Company’s strategy as a stand-alone company, the possible sale or combination of the Company to or with another company or acquisitions of other businesses or companies by the Company offers the best approach to maximizing stockholder value. As a part of such reviews, the Board and the Company’s senior management have considered and attempted to address the continued challenges of operating the Company as a stand-alone company with the Company’s revenues highly concentrated and dependent on sales of a single product in a single country, China, where stringent price controls have been implemented by Chinese governmental authorities and additional controls are anticipated. In connection with such reviews, members of the Company’s senior management have met from time to time with various third parties who expressed a potential interest in engaging in strategic transactions with the Company, but none of these meetings had previously resulted in continued discussions regarding a strategic transaction.

During a period of time through mid-2015, the Company had initial confidential discussions with various parties regarding potential strategic transactions with the Company. During this time, the Company retained Lazard Frères & Co. LLC, which we refer to herein as Lazard, as its financial advisor. The Company’s legal advisor, DLA Piper LLP (US), which we refer to herein as DLA, advised the Board regarding its fiduciary duties relating to a strategic alternative process. However, discussions with these parties did not result in any offers for a strategic transaction during that period, in large part due to the formal investigations being conducted since August 2010 by the SEC and the U.S. Department of Justice, which we refer to herein as DOJ, regarding a range of matters, including whether any violations of the FCPA had occurred, primarily related to certain sales and marketing activities with respect to the Company’s operations in China.

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In August 2015, the Company reached an agreement in principle with the SEC for a proposed settlement of its investigation of potential violations of the FCPA. Based upon the agreement in principle with the SEC, the Company anticipated resolution of the investigation by the DOJ shortly thereafter.

In September 2015, the Board authorized the Company to initiate a strategic process in the form of an auction to see if any offers in the best interest of the Company’s stockholders could be obtained, and in October 2015, the Company directed Lazard to contact 99 potential bidders, comprised of 62 strategic buyers and 37 financial buyers, over the next several weeks. The potential bidders contacted included GL Capital, one of the Company’s stockholders which then held approximately 9.6% of the Company’s outstanding common stock according to its Schedule 13D filing at such time.

Also in September 2015, the Board established a transaction committee, consisting of Board members Jon Saxe and Gregg Lapointe, which we refer to herein as the Transaction Committee, for the purposes of assisting and providing management with detailed and frequent guidance with respect to the Company’s strategic process, facilitating discussions relating to the Company’s strategic process and ensuring more efficient day-to-day communications with bidders involved in the process. The Transaction Committee held a number of meetings to facilitate continued guidance and input to management, Lazard and DLA from the Board of Directors between board meetings. The directors of the Company, including the members of the Transaction Committee, have no relationship with any member of the Buyer Consortium.

In February 2016, the Company announced that (i) it had entered into a formal and final settlement with the SEC fully resolving the SEC’s investigation into possible violations of the FCPA, and (ii) the DOJ had also completed its related investigation and declined to pursue any action. At the same time, the Company publicly disclosed that it had initiated a process to conduct a full review of strategic alternatives available to the Company, with the goal of maximizing stockholder value. The Company decided to make this public disclosure about its intentions regarding its process because this transparency would reduce the adverse effect of rumors and potential leaks about the ongoing process that might occur.

Over the next several months, the Company engaged in a number of discussions with various potential acquirers. During this part of the process, the Company received interest from approximately 47 prospective acquirers who entered into non-disclosure agreements with the Company, including a buyer consortium led by GL Capital consisting of GL Capital, BOCGI, Jade Park Investments Limited and ABG Management Limited. All of these confidentiality agreements other than confidentiality agreements with GL Capital and one other party contained a standard standstill provision that prohibited the bidders from seeking to effect or participate in the merger or other business combination with the Company or acquire any Company securities as well as prohibited any requests for a waiver of the standstill provision, which provision were to terminate automatically upon execution of a merger agreement by the Company with a third party under the terms of such provisions such that no parties to such confidentiality agreements would be restricted by the terms from participating in pursuing any merger or business combination with the Company. Out of these 47 prospective acquirers, three proceeded to submit a proposal and markup of the auction draft of the merger agreement. However, each of these three final participants in the process, namely GL Capital, Party A, a financial buyer based in China, and one more China-based financial buyer determined not to proceed with a transaction at the time, and the Board ultimately terminated the active strategic review process in July 2016. None of the bids under discussion reflected a premium to the Company’s trading price at that time.

From August 2016 to November 2016, the Board of Directors held several meetings attended by representatives of Lazard and DLA, at which the Board of Directors discussed various strategic opportunities available to the Company to maximize stockholder value, including continuing with the Company’s existing strategy, pursuing opportunities for the acquisition of potential target companies or recommencing a sale process. At these meetings, Lazard provided an assessment of the strategic process that was terminated and provided updates on communications from parties with which the Board had previously terminated communications, but that had recently reached out to Lazard regarding a potential acquisition of the Company. At various meetings of the

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Board, DLA advised the Board of its fiduciary duties in connection with the current status of matters under consideration. The Board discussed various considerations as to responding to the parties and provided input to management.

In September 2016, representatives from Lazard, at the direction of the Board of Directors, held discussions with the Chief Executive Officer of Party B, a pharmaceutical company based in China that had previously participated in the auction process. During these preliminary discussions, the Chief Executive Officer of Party B provided a preliminary, non-binding indication of interest of $11.00 per share of Company common stock and after additional, preliminary discussions with Lazard, on October 2, 2016 Party B submitted a non-binding indication of interest of $12.60 per share.

On October 7, 2016, the Transaction Committee held a meeting attended by representatives of Lazard and DLA at which the Board discussed the non-binding indication of interest submitted by Party B. The Committee instructed Dr. Blobel to meet with the Chief Executive Officer of Party B to seek a better understanding of the proposal, after which the Committee would consider the matter further. Accordingly, on October 11, 2016, Dr. Blobel and representatives of Lazard met with the Chief Executive Officer and senior management team of Party B in China. Dr. Blobel addressed preliminary questions about the Company and indicated that the Company would assist Party B by responding to further due diligence questions or providing additional information. However, Party B did not conduct any follow-up inquiries.

On October 12, 2016, Dr. Blobel visited Jeffrey Li, Chief Executive Officer of GL Capital Group, at GL Capital Group’s office in Beijing during a routine shareholder update in which the Company discussed its publicly disclosed efforts to advance its clinical pipeline for the China pharmaceuticals market and to in-license products and otherwise consider strategic opportunities to maximize stockholder value.

On October 20, 2016, Party B confirmed to Lazard that it was no longer interested in pursuing a transaction with the Company, without explaining the reasons for its decision.

On November 12, 2016, Mr. Li called and informed Dr. Blobel that a buyer consortium led by GL Capital would be making an unsolicited, non-binding proposal to acquire the Company for $11.18 per share of Company common stock. On November 13, 2016, Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to herein as Skadden, legal advisor to the buyer consortium led by GL Capital, called and informed DLA of the same. Later the same day the Board held a meeting attended by representatives of Lazard and DLA at which Dr. Blobel and DLA provided a summary of recent communications from GL Capital buyer consortium relating to their forthcoming proposal, and the Board discussed next steps, including the issuance of a press release.

On November 14, 2016 before U.S. stock market opened, GL Capital publicly disclosed its unsolicited, non-binding proposal providing for an offer of $11.18 per share of Company common stock through an amendment to its Schedule 13D, representing approximately a 14% premium to the closing price of $9.85 per share of Company common stock on November 11, 2016, the last trading day before receipt of the proposal. At the time of such formal offer, GL Capital held approximately 9.3% of the outstanding shares of the Company’s Common Stock according to its Schedule 13D filing. On the same date, the Company issued a press release confirming receipt of the unsolicited, nonbinding proposal from the buyer consortium led by GL Capital and noting that the proposal was subject to a number of contingencies including financing, due diligence and documentation. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Board indicated in this press release that it would carefully review and consider the proposal to determine the course of action that it believed to be in the best interests of the Company and its stockholders, taking into account the Company’s current strategic plan and growth initiatives.

The Board held a meeting on November 16, 2016, attended by representatives of Lazard and DLA, at which the Board discussed the terms of the non-binding proposal, including the price and next steps. Representatives of DLA advised the Board regarding certain legal matters relating to the Board’s review and consideration of the

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non-binding proposal. Lazard indicated it had not received any other acquisition inquiries since the November 14, 2016 press release issued by the Company.

On November 23, 2016, the buyer consortium led by GL Capital submitted a draft merger agreement based on the Company’s prior auction bid draft that was distributed to potential bidders in the 2015 strategic review process and requested further information on the Company. Among other provisions, the buyer consortium added a 30 day go-shop provision and a reduced break-up fee of approximately 1.5% of the merger consideration for termination in connection with certain qualified proposals received during the “go-shop” period. In addition, the merger agreement included a closing condition that the dissenting share threshold not exceed 10%. The draft of the merger agreement did not include any financing closing condition. On the same day, the buyer consortium submitted further follow-up due diligence questions.

The proposed structure of the transaction provided that the acquisition of the Company would be effected through a merger of Merger Sub, a wholly-owned subsidiary of Holdco, an entity formed by the buyer consortium, with and into the Company, with the Company surviving the merger as a subsidiary of Holdco. In order to address GL Capital’s significant beneficial ownership of Company Common Stock, GL Capital proposed to cause GL Trade Investment Limited, an affiliate of GL Capital who directly holds an aggregate of 4,750,116 shares of the Company’s common stock, to enter into a rollover agreement with Topco, the sole stockholder of Holdco, pursuant to which GL Capital would agree to contribute all of the shares beneficially owned by it to Holdco in exchange for newly issued shares of Topco.

In addition, the buyer consortium indicated that it expected to fund the proposed transaction using a combination of third party debt financing from a major Chinese bank, repatriation of the Company’s cash, and equity commitments from the members of the buyer consortium.

On November 29, 2016, the Board held a meeting attended by representatives of Lazard and DLA at which DLA reviewed the status of the draft of the merger agreement proposed by GL Capital buyer consortium and the key open issues relating to the agreement and Lazard reviewed the financial terms of the proposal submitted by GL Capital buyer consortium. Representatives from DLA first summarized the Board’s fiduciary duties in connection with the current status of matters under consideration. Management of the Company then provided a briefing to the Board on certain background relating to regulatory matters in China in the drug reimbursement area and the Company’s upcoming drug license renewal scheduled to be subject to government approval in late 2017. Management also provided an update on the Company’s strategic plans as a stand-alone company and steps taken to date. The Board discussed next steps and timing, including potential responses to the proposal submitted by the consortium led by GL Capital, and instructed Lazard to pursue further discussion with the buyer consortium on increasing the offer price and to contact other potential acquirers to determine whether they were interested in pursuing a transaction with the Company.

Over the next two weeks, DLA and Lazard provided Morgan Stanley, financial advisor of GL Capital buyer consortium, with responses to the consortium’s follow-up due diligence questions.

As directed by the Board, on December 13, 2016, Lazard reached out to nine parties that had expressed interest in a potential strategic transaction during the broader strategic review process earlier in the year, including six multinational buyers and three financial buyers.

On December 14, 2016, DLA also provided GL Capital buyer consortium with the Board’s comments to the merger agreement, including broadening the parameters of the go-shop provision and eliminating the closing condition relating to the number of dissenting shares. DLA also provided the buyer consortium with a draft Voting and Support Agreement pursuant to which GL Trade Investment Limited would agree to, among other things, vote all shares of Common Stock of the Company held by it in favor of the adoption of the merger agreement and approval of the transactions contemplated thereby, including the merger and to vote against, among other things, any other acquisition proposal or other proposal, action or agreement that would impede,

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frustrate, interfere with, delay, postpone or adversely affect the merger and the transactions contemplated by the merger agreement. The Voting and Support Agreement also restricted GL Trade Investment Limited, among other things, from transferring or agreeing to transfer any of the common stock owned by it during its term, except in connection with the rollover or escrow.

Also on December 14, 2016, Morgan Stanley informally approached Lazard and orally expressed that GL Capital buyer consortium could consider increasing their offer to a “best and final” price of $11.48, subject to new, additional terms including (i) an exclusion of the reverse break-up fee payable to the Company if the buyer consortium would be unable to obtain debt financing to consummate the transaction solely as a result of changes in applicable regulations or guidelines by a regulatory authority and (ii) the Company repatriating $80 million of its own cash to the United States so that such cash could be utilized to finance the purchase price.

On December 15, 2016, the Board of Directors held a meeting attended by representatives of Lazard and DLA at which Lazard provided an update on discussions with GL Capital buyer consortium, including an update on the “best and final” price offered and the new, additional terms required by the consortium. Lazard also provided an update on the status of its discussions with other potential acquirers. Representatives of Lazard indicated that of the nine parties contacted, three had declined further discussion, and the remaining six parties were continuing to review the opportunity.

Later on December 15, 2016, representatives from both the Company and GL Capital buyer consortium including Lazard, DLA, Morgan Stanley and Skadden, joined a call to discuss the terms and structure of the proposed financing condition. On this call, Morgan Stanley and Skadden indicated that the consortium was concerned about the Chinese regulatory environment, and particularly the announced and expected regulations, guidelines and actions restricting capital outflows in China and indicated that the buyer consortium sought to protect against a scenario in which a regulatory change prevents the consortium from obtaining financing to consummate a transaction. To address its concern, representatives of Morgan Stanley and Skadden indicated to the Company and its advisors that GL Capital buyer consortium wanted the ability to terminate the merger agreement without paying a reverse break-up fee to the Company if the consortium could not obtain financing due to a change in applicable regulations or guidelines by a regulatory authority. The advisors of GL Capital buyer consortium acknowledged there may be inherent ambiguity as to whether the inability to obtain financing could be proven to be due to a regulatory change given that China’s regulatory and guideline changes are not always promulgated in a clear and definitive manner. The parties’ legal advisors discussed the specific wording of the requested exclusion and potential alternatives for debt financing and structuring of the merger transaction.

Also on December 15, 2016, a Chinese investment bank emailed Dr. Blobel to introduce Party C, a financial buyer, based in China, who was interested in the bidding process after it became aware of the unsolicited proposal submitted by GL Capital buyer consortium in November 2016, and provided a non-binding indication of interest at $12.00 per share. Dr. Blobel referred Party C to coordinate with Lazard for a meeting. Party C stated it would prepare and submit a formal, non-binding proposal over the coming weeks.

On December 17, 2016, the Board of Directors held a meeting attended by representatives of Lazard and DLA and at which Lazard provided an update on the status of the current process with GL Capital buyer consortium. Representatives of DLA reviewed the fiduciary duties of the Board as applicable in the current context. The Board of Directors reviewed the revised informal oral offer from GL Capital received on December 14, 2016 to increase the price per share from $11.18 to $11.48, representing approximately a 15% premium to the closing price of $10.00 on December 14, 2016, subject to the Company accepting certain new terms.

The Board of Directors next reviewed the structure of the proposed transaction, including an analysis of the debt and equity structure and commitments to fund the transaction. Lazard noted that GL Capital buyer consortium had stated that it was significantly concerned about the regulatory environment in China relating to outbound investments, which the buyer consortium believed may have the result of restricting its ability to finance the purchase price with debt financing from banks in China. The Board of Directors discussed the implications of

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proceeding with a transaction based on the proposed conditions, the allocation of risk with respect to the Chinese regulatory environment, and possible approaches in responding to the proposal. Lazard provided an update on the status of its discussions with other potential acquirers confirming that there were no substantive discussions with parties beyond GL Capital buyer consortium at the time. The Board of Directors then discussed next steps and instructed Lazard to communicate to GL Capital buyer consortium that the exclusion to the reverse break-up fee would not be acceptable, and asked company management to discuss alternatives to such an arrangement with the buyer consortium.

Later on December 17, 2016, Lazard contacted Morgan Stanley to convey the message that exclusion to the reverse break-up fee would not be acceptable to the Company.

On December 24, 2016, GL Capital buyer consortium confirmed to Lazard that it was working to develop a financing structure that would satisfy the concern of the Board of Directors as well as the buyer consortium.

On January 12, 2017, Dr. Blobel and Wilson Cheung, Chief Financial Officer of the Company, met with representatives of Party C in San Francisco, California. Dr. Blobel and Wilson Cheung addressed preliminary questions about the Company and invited Party C to enter into a confidentiality agreement in order to conduct further diligence on the Company.

On January 25, 2017, the Company received a preliminary non-binding proposal from a buyer consortium led by Party D, a biotechnology company based in South Korea, for $12.00 per share, representing approximately a 15% premium to the closing price of $10.48 per share of Company common stock on January 24, 2017.

On February 7, 2017, a representative of Party C emailed the Company details of Party C’s potential proposal, including a purchase price of $12.00 per share, the funding structure and potential resolutions to existing foreign exchange issues. Party C’s representative stated that the formal proposal would be submitted later in the week and suggested scheduling a follow-up meeting for February 9 or February 10 in Beijing. The $12.00 per share offer represented approximately a 21% premium to the closing price of $9.88 per share of Company common stock on February 6, 2017. Given the late notice of the meeting, that no formal proposal was subsequently received and that Party C had not yet entered into a confidentiality agreement, no meeting with the Company was ultimately scheduled. At the direction of Company management, Lazard followed up with Party C to ascertain if Party C was still interested in providing the Company with a formal proposal and reiterated to Party C that following the receipt of a formal proposal, including clarity regarding Party C’s intended structure to finance an offer, the Company would assist Party C by responding to further due diligence questions or providing additional information after the parties had entered into a confidentiality agreement. However, Party C did not submit a formal proposal or conduct any follow-up inquiries.

On February 17, 2017, GL Capital filed an amendment to its Schedule 13D stating that Avengers Limited, an affiliate of CDH Investments, and Boying joined the buyer consortium led by GL Capital and that ABG Management Limited and Jade Park Investments Limited withdrew from the buyer consortium.

On February 21, 2017, a new National Reimbursement Drug List, which we refer to as NRDL, was issued by Chinese government authorities. In accordance with new NRDL, Zadaxin was no longer covered under the basic medical insurance. The coverage for Zadaxin remained available only under the workman’s compensation insurance scheme and potentially through Provincial Reimbursement Drug Lists which were expected to be released later in the year. These developments were expected to put further pressure on the Company’s business due to more limitations existing on reimbursement for Zadaxin.

On February 23, 2017, the Board of Directors held a meeting attended by the Company’s advisors at which Lazard provided an update on the status of its discussions with other potential acquirers. In addition, the Board of Directors continued to review other strategic opportunities of the Company, including whether the continued execution of the Company’s strategy as a stand-alone company or acquisitions of other businesses or companies by the Company offered the best approach to maximizing stockholder value.

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On February 24, 2017, the Company held a full day management meeting with Party D, together with each party’s respective advisors. Party D signed a confidentiality agreement with the Company, but ultimately declined to pursue a transaction, due to a combination of valuation and geopolitical risks for a foreign company operating in China.

Throughout the end of 2016 and through mid-2017 the Company entered into three more confidentiality agreements with Party A, Party E and Party C, as discussed in more detail below, and held a number of due diligence meetings with these parties and GL Capital. Confidentiality agreements signed with each of Party A, Party E and Party C did not contain a standstill provision since all of the standstill provisions under the confidentiality agreements with other parties entered into earlier in the auction process terminated upon execution of the merger agreement with the Buyer Consortium.

On March 27, 2017, Dr. Blobel and representatives of Lazard met with representatives from GL Capital buyer consortium and its financing bank in Hong Kong and discussed additional tax and restructuring costs anticipated by the buyer consortium relating to its plans for operating the business after closing, and its concerns regarding pricing pressure and reimbursement in China including the effect of the recently issued NRDL. At the meeting, GL Capital buyer consortium also discussed having its financing bank issue the commitment letter out of its Hong Kong Branch to alleviate regulatory risks.

On April 10, 2017, GL Capital buyer consortium provided a letter reaffirming its interest in the proposal submitted on November 14, 2016 and confirming it was working with its advisors to finalize the definitive documentation.

On April 13, 2017, the Board of Directors held a meeting attended by Lazard and DLA at which Lazard provided an update on recent discussions with GL Capital buyer consortium and the letter received on April 10.

On April 20, 2017, Skadden contacted DLA to communicate that they would be circulating a revised merger agreement, and while GL Capital buyer consortium would be willing to withdraw the previously proposed exclusion from the reverse break-up fee, it would request an extended termination date to obtain debt financing and would require a closing condition that the Company repatriate certain of its cash to the United States so that such cash could be utilized to finance the purchase price. Skadden also noted that consortium members could not fully fund the escrow at signing due to internal funding logistics. Skadden and DLA discussed various alternatives to funding the escrow. DLA inquired whether the revisions would include the previously proposed price of $11.48 or higher price. Skadden indicated the revised merger agreement would not indicate a price, that discussions were being separately held on pricing.

On April 21, 2017, Skadden circulated a revised draft of the merger agreement.

On April 27, 2017, Dr. Blobel, Hong Zhao, Chief Executive Officer of the Company’s operations in China, representatives of GL Capital and Morgan Stanley on behalf of the buyer consortium participated in a diligence call at which recent activity by Chinese governmental authorities relating to pharmaceutical product price controls and NRDL reimbursement of Zadaxin was discussed.

On April 28, 2017, the buyer consortium led by GL Capital consisting of GL Capital, BOCGI, CDH Investments and Boying provided a non-binding offer in which it re-affirmed its proposal of November 14, 2016, to acquire all of the outstanding shares of the Company for $11.18 per share of Company common stock in cash. The reaffirmation letter indicated that the re-affirmation was being made after careful consideration and deliberation in light of current market conditions and uncertainties faced by the Company, and indicated that the proposed price represents the buyer consortium’s “best and final” offer. The $11.18 per share offer represented approximately a 12% premium to the closing price of $9.95 per share of Company common stock on April 27, 2017.

After receipt of the non-binding offer, Morgan Stanley and Lazard had a call at which Morgan Stanley indicated that the best and final price of $11.18 was lower than the previous informal proposal of $11.48 due to, among others, the buyer consortium dropping their prior request for financing condition, changed market conditions and

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uncertainties faced by the Company, including the changes in the NRDL relating to reimbursement of Zadaxin, continued provincial pricing pressure in China and its potential impact on Zadaxin sales as well as the additional tax and restructuring costs anticipated by GL Capital buyer consortium. Morgan Stanley indicated that the buyer consortium considered providing an offer price lower than $11.18 but decided that it would be appropriate to retain the price which was publicly announced in November 2016.

Later on April 28, 2017, the Board of Directors held a meeting attended by representatives of Lazard and DLA. During the meeting, representatives of Lazard provided an update on recent discussions with GL Capital buyer consortium regarding the “best and final” price per share of $11.18, and representatives of DLA provided a summary of the issues raised by the draft merger agreement and ancillary agreements to the merger agreement, including that the draft included a closing condition requiring repatriation of the Company’s offshore cash and an extension of the termination date for three months that may be exercised by the buyer consortium if needed to obtain debt financing. The Board of Directors also discussed the consortium’s indication that it could not deposit the full reverse break-up fee in escrow due to internal funding logistics and capital call issues for members of the buyer consortium. The Board of Directors discussed other issues relating to the transaction, including the consortium’s indication that it would not require a financing closing condition. The Board of Directors agreed to further review and consider the proposal at its regularly scheduled meeting on May 5, 2017.

On May 5, 2017, the Board of Directors held a regularly scheduled quarterly meeting. During a portion of the meeting attended by representatives of Lazard and DLA, the Board discussed the current proposal by GL Capital buyer consortium, including the $11.18 price per share, risks, upsides and other issues relating to considering and evaluating the proposal, and the next steps to consider in the negotiating process. Lazard reviewed the wide-range of potential buyers contacted during the last two years in connection with the process and provided an update on the Company’s stock price history, factors affecting trading prices and an analysis of potential impacts of changes in the China pharmaceutical market environment identified by Company management, including revisions to reimbursement regulations and pressure on drug pricing, demonstrated by ongoing provincial tender negotiations.

On May 9, 2017, the Board of Directors held a meeting attended by representatives of DLA at which the Board of Directors discussed a potential response to the proposal made by GL Capital buyer consortium. The Board of Directors directed management to instruct Lazard to explore whether the consortium would be willing to increase the price of its proposal.

On May 9, 2017, Lazard contacted Morgan Stanley to inquire as to whether GL Capital buyer consortium could increase its price using various alternatives, including an increase in the total value of the current proposal by approximately $0.50 per share, or to continue to propose $11.18 per share, but include two contingent value rights for amounts of up to an additional $1.00 per share linked to objectively assessable events expected to occur in the next 18 months.

On May 12, 2017, GL Capital buyer consortium responded and reiterated that $11.18 per share was its “best and final” offer, representing approximately a 12% premium to the closing price of $9.95 per share of Company common stock on May 11, 2017.

Several members of the Board of Directors, including Dr. Blobel and Mr. Saxe, held a meeting with representatives of Lazard and DLA on May 22, 2017 to discuss the terms of the proposal made by GL Capital buyer consortium. DLA and Lazard reviewed the primary terms of the proposed acquisition including preliminary valuation analysis, transaction structure, conditions, approvals, the “go-shop” period, termination fees and financing. The Board members present at the meeting determined to continue the discussion regarding the proposal and next steps at a full board meeting with all members present, which was scheduled to be held on May 24, 2017.

At the full board meeting on May 24, 2017, attended by representatives of DLA and in part by representatives of Lazard, the Board of Directors discussed next steps, including key open issues in the merger agreement, such as

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the extension of the “go-shop” period, treatment of the reverse break-up fee escrow and extension of the termination date. Representatives from DLA reviewed fiduciary duties with the Board of Directors. After extensive discussion, the Board of Directors agreed that the $11.18 price per share was acceptable, but that the Board of Directors asked DLA to negotiate with GL Capital buyer consortium as to whether the following changes to the merger agreement could be made: (i) extension of the go-shop period from 30 days to 60 days, (ii) reduction of the extension period permitted to be exercised by the buyer consortium solely if necessary to obtain debt financing from three months to one month; and (iii) provision for a staged escrow deposit, where the portion to be contributed by the consortium upon signing of the merger agreement would include as much cash as possible in addition to the portion of the escrow represented by shares of common stock of the Company, with the balance to be due to be deposited in the escrow within 21 days thereafter. The Board of Directors also indicated that the requested cash repatriation was acceptable with minor modifications. The Board of Directors also instructed Lazard to contact other potential acquirers to determine whether they were interested in pursuing a transaction with the Company.

On May 26, 2017 and May 27, 2017, DLA circulated revised drafts of the merger agreement and other transaction documents to Skadden, reflecting comments from the Board of Directors.

On May 26, 2017, Lazard was informed by representatives of Morgan Stanley of the addition of a fifth member, Ascendent Silver (Cayman) Limited, an affiliate of Ascendent, proposed to join the buyer consortium led by GL Capital, which we refer to hereafter as the Buyer Consortium.

Between May 26, 2017 and June 7, 2017, DLA and Skadden held numerous calls to finalize the terms of the merger agreement and related documents. During the negotiation, the Buyer Consortium agreed to the Company’s request to extend the go-shop period from 30 days to 60 days and to reduce the extension period permitted to be exercised by the Buyer Consortium to obtain debt financing from three months to one month.

Representatives of the parties also negotiated that the Buyer Consortium would deposit in escrow shares of Company common stock with a value equal to approximately $7.2 million prior to signing of the agreement, and the balance of the escrow would be deposited within 21 days thereafter.

The parties did not discuss any employment or similar arrangements for any of the Company’s executives after the transaction during the negotiations between the parties. As such, while certain members of management may continue to remain employees of the Company after the completion of the transaction, no employment agreements or similar arrangements were or have been implemented in connection with discussions with the Buyer Consortium, except that the Company implemented a stay bonus program limited to certain midlevel key employees, who did not include any senior management or named executive officers the Company, which stay bonus program provided for retention payments designed to secure employment of such employees through closing, or if a transaction did not close, for retention thereafter.

At the Board’s direction, on May 29, 2017, Lazard reached out to ten parties, including seven multinational strategic buyers and three financial buyers. With the exception of Party A, which confirmed that it was conducting internal reviews but did not submit any indication of interest prior to the signing of the merger agreement, the others, including Party B and Party D, declined to review the opportunity to potentially acquire the Company over the next several days, both before and after the announcement of the transaction.

On June 2, 2017, the Board of Directors was provided with the substantially final version of the merger agreement, summary of the material terms of the agreement, Lazard’s financial analysis and other materials for review in advance of the upcoming meeting on June 7, 2017.

At a meeting of the Board of Directors held on the morning of June 7, 2017, attended by representatives of the Company’s management, Lazard and DLA, the Board discussed the terms of the proposed transaction with the Buyer Consortium. A representative of DLA reviewed the changes made to the merger agreement since the draft

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the Board of Directors had reviewed and discussed in connection with the prior board meeting. Lazard reviewed with the Board of Directors its financial analyses. Dr. Blobel then reviewed the Company’s alternatives to remain as a stand-alone company or pursue a strategy of acquiring other companies or products, and discussed the risk and benefits of each, including challenges relating to pricing, identifying viable targets and operational risks. Representatives of Lazard then delivered an oral opinion to the Board, confirmed by delivery of a written opinion dated as of June 7, 2017, that, as of such date, and subject to the assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the consideration to be received by holders of Company common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders (other than GL Capital and certain other excluded holders). The Lazard opinion is more fully described under the heading “ The Merger-Opinion of the Company’s Financial Advisor .” In connection with these discussions, a representative of DLA again reviewed with the Board the fiduciary duties of the directors in evaluating a strategic opportunity. Following further discussion, the Board of Directors unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and the stockholders of the Company, and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Board of Directors also unanimously resolved that the merger agreement be submitted for consideration by the Company’s stockholders at a special meeting of stockholders and recommended that the stockholders vote to adopt the merger agreement. The Board of Directors also directed Lazard, following the execution of the merger agreement, to contact third parties under the terms of the “go-shop” provision included in the merger agreement to determine whether they might be interested in acquiring the Company.

On June 7, 2017, prior to signing of the merger agreement, Computershare Trust Company, N.A., which we refer to herein as Computershare, confirmed that the Buyer Consortium had deposited shares of Common Stock of the Company with a value equal to approximately $7.2 million of the aggregate merger consideration into an escrow account with Computershare.

After the close of market on June 7, 2017, the Company, Holdco and Merger Sub executed the merger agreement and on June 8, 2017, the Company issued a press release announcing the execution of the merger agreement.

On June 9, 2017, as directed by the Board, representatives of Lazard began contacting third parties in accordance with the “go-shop” provisions of the merger agreement. Representatives of Lazard contacted 38 potential acquirers, including 28 strategic parties and 10 financial parties that the Company and Lazard believed might be interested in a possible alternative transaction to the merger with the Buyer Consortium.

On June 12, 2017, Party A joined by Party E, a strategic company based in China, indicated interest, entered into a confidentiality agreement with the Company and was granted access to an electronic data room containing due diligence materials.

On June 14, 2017, the Chief Executive Officer of Party C submitted a preliminary non-binding proposal to acquire all of the outstanding shares of the Company at a price of $12.00 per share of Company common stock, intended to be financed through a combination of equity and debt financing to be arranged. While Party C indicated in its proposal that no financing condition would be involved, it has not confirmed details of the sources of equity and debt financing to be utilized nor whether it would need to obtain regulatory approvals to finance the purchase price with equity and debt sources in China under the existing regulatory environment in China relating to outbound investments. Subsequently Party C entered into a confidentiality agreement with the Company and was granted access to an electronic data room containing due diligence materials. Over the next several weeks, DLA Lazard and the Company provided Party C with responses to various due diligence questions.

Additionally, after signing of the merger agreement, representatives of GL Capital, Friedhelm Blobel and Hong Zhao met in Beijing and discussed retention for certain key employees. Friedhelm Blobel indicated that he was not interested in any long term operational role at the Company following the consummation of the transaction.

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GL Capital has also had separate discussions with Hong Zhao and Wilson Cheung but such discussions have been preliminary in nature. All of these discussions took place after the negotiation and execution of the merger agreement in the ordinary course of pre-closing integration planning. No formal employment proposal exists for any of the current Company employees including Dr. Blobel or Messrs. Zhao or Cheung or any of the other Company executives as of the filing of this proxy statement.

On June 22, 2017, Computershare confirmed that the Buyer Consortium had deposited the $24.3 million in cash of the supplemental escrow amount into the escrow account with Computershare.

On August 3, 2017, the Company was informed that Party A indicated that Party A and Party E were withdrawing from the process of consideration of a possible alternative transaction to the merger. Neither Party A nor Party E had submitted a proposal to acquire the Company.

On August 4, 2017, Lazard met with Party C and discussed among other items financing considerations being explored by Party C and Party C’s plans to attempt to secure equity and debt financing for the transaction.

On August 4, 2017, Party C provided an update to the earlier preliminary non-binding proposal submitted on June 14, 2017 whereby Party C reaffirmed its proposal to acquire all of the outstanding shares of the Company for $12.00 per share of Company common stock in cash. Party C indicated that funding of the transaction was intended to be through a combination of debt and equity, with no financing condition to be involved. Although equity commitment letters were provided with the proposal, details regarding the source of funds from equity partners were not provided. Also, Party C indicated that no debt commitment was secured as of the date of the proposal but that discussions for debt were underway. Party C provided a draft of a proposed merger agreement which included the receipt of PRC regulatory approvals from multiple governmental authorities in China as a condition to closing the proposed merger.

On August 6, 2017, the “go-shop” period expired upon which the Company ceased all communication with third parties who were interested in acquiring the Company.

On August 9, 2017, the Board of Directors held a meeting attended by representatives of DLA and Lazard for the purpose of determining whether Party C qualified as an “Excluded Party” under the terms of the merger agreement. Representatives of DLA reviewed with the Board the definition of ‘Excluded Party” and “Superior Proposal” as defined in the merger agreement and advised the Board of its fiduciary duties and obligations under the merger agreement in connection with the matter under consideration. Representatives of DLA next provided a comparison of the existing terms of the merger agreement with the terms of the proposal submitted by Party C. Representatives of Lazard provided its views on the financial terms of Party C’s proposal and the uncertainties relating to Party C’s ability to raise equity and debt financing and receive the requisite regulatory approvals in order to consummate the proposal. Representatives of DLA reviewed with the Board each of the Chinese governmental approvals needed by Party C pursuant to its proposal, none of which were either closing conditions under the merger agreement with the Buyer Consortium nor needed by the Buyer Consortium since Buyer Consortium’s capital is offshore not subject to China’s restrictions on outbound investments. The Board reviewed with representatives of DLA and Lazard the relative merits of the proposal and risks and uncertainties of the proposal. After further consultation with its financial and legal advisors, the Board of Directors unanimously determined that the alternative transaction proposal received from Party C would not reasonably be expected to result in a Superior Proposal because, among other considerations, the proposal was subject to significant uncertainties compared to the merger agreement, including with respect to the third party’s ability to secure debt and equity financing, and the inclusion of receipt of regulatory approvals from multiple governmental authorities in China as a closing condition to the proposed merger agreement in consideration of the existing regulatory environment in China relating to outbound investments.

On August 9, 2017, a class action suit was filed in the United States District Court for the Northern District of California, asserting among other things, that the Company’s preliminary proxy statement was deficient and misleading.

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On August 16, 2017, a separate class action suit was filed in the United States District Court for the Northern District of California, asserting among other things, that the Company’s preliminary proxy statement was deficient and misleading.

On August 17, 2017, a separate class action suit was filed in the United States District Court for the Northern District of California, asserting among other things, that the Company’s preliminary proxy statement was deficient and misleading.

Reasons for the Merger; Potentially Countervailing Factors Considered; Recommendation of the Board of Directors

The Board of Directors recommends that you vote “FOR” the merger proposal.

The Board of Directors, at a meeting duly called and held on June 7, 2017, unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger consideration and the merger, are fair to and in the best interests of the Company and its stockholders and approved, adopted and authorized, and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Board of Directors also unanimously resolved that the merger agreement be submitted for consideration by the stockholders of the Company at the special meeting of stockholders and recommended that the stockholders of the Company vote to approve and adopt the merger agreement and approve the merger. The Board of Directors consulted with the Company’s outside financial and legal advisors and senior management at various times and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Board of Directors believes support its decision:

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The Company Board of Directors also considered a number of potentially countervailing factors in its deliberations concerning the merger, including the following:

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The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive, but includes the material factors considered by the Board of Directors. In view of the variety of factors considered in connection with its evaluation of the merger, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board of Directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board of Directors based its recommendation on the totality of the information presented.

In considering the recommendation of the Board of Directors with respect to the proposal to approve and adopt the merger agreement and approve the merger, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. See the section entitled “The Merger — Interests of our Directors and Executive Officers in the Merger — Quantification of Potential Payments to our Named Executive Officers in Connection with the Merger.”

Portions of this explanation of the reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of the Company’s Financial Advisor

On June 7, 2017, at a meeting of the Company Board of Directors held to evaluate the merger, Lazard rendered its oral opinion to the Board of Directors, subsequently confirmed in writing, which we refer to herein as the Lazard opinion, to the effect that, as of that date and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth in Lazard’s written opinion, the merger consideration to be paid to the holders of common stock (other than Holdco, the Company and their respective subsidiaries (including any rollover shares held by Holdco immediately prior to the closing) and other than the stockholders who are entitled

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to and properly demand an appraisal of their shares of common stock) in the merger was fair, from a financial point of view, to those holders.

The full text of the Lazard opinion is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The description of the Lazard opinion set forth in this proxy statement does not contain all of the information set forth in the full text of the Lazard opinion. Stockholders are urged to read the Lazard opinion in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with the opinion.

Lazard’s engagement and opinion were for the benefit of the Company’s Board of Directors, in its capacity as such, and the Lazard opinion was rendered to the Board of Directors in connection with its evaluation of the merger. The Lazard opinion was not intended to and does not constitute a recommendation to any stockholder as to how the stockholder should vote or act with respect to the merger or any matter relating thereto. The Lazard opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, June 7, 2017, the date of the Lazard opinion. Lazard assumed no responsibility for updating or revising the Lazard opinion based on circumstances or events occurring after the date of the Lazard opinion. Lazard did not express any opinion as to the price at which shares of the common stock may trade at any time subsequent to the announcement of the merger.

In connection with rendering the Lazard opinion described above and performing its related financial analyses, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of the information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value of the Company, and Lazard was not furnished with any such valuation or appraisal. At the direction of the Board of Directors, Lazard utilized the financial forecasts dated as of May 21, 2017 provided by management of the Company, for purposes of its analysis. Lazard assumed, with the consent of the Company, that the financial forecasts dated as of May 21, 2017 have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of the Company. In that regard, Lazard relied, with the consent of the Company, on the assessments of management, as reflected in the financial forecasts dated as of May 21, 2017 with respect to the impact of the revised National Reimbursement Drug List issued by the government of China in February 2017 on the Company’s revenues related to Zadaxin. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which such financial forecasts were based.

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Further, the Lazard opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Lazard assumed no responsibility for updating or revising the Lazard opinion based on circumstances or events occurring after the date the Lazard opinion was rendered. Lazard did not express any opinion as to the price at which shares of common stock may trade at any time subsequent to the announcement of the merger. In addition, the Lazard opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which Company might engage or the merits of the underlying decision by Company to engage in the merger.

In rendering the Lazard opinion, Lazard assumed, with the consent of the Company, that the merger will be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of the Company, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the merger will not have an adverse effect on the Company or the merger. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor did the Lazard opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that the Company obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the merger consideration to the extent expressly specified in the Lazard opinion) of the merger, including, without limitation, the form or structure of the merger, the rollover agreement or any agreements or arrangements entered into in connection with, or contemplated by, the merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger, or class of such persons, relative to the merger consideration or otherwise.

In preparing the Lazard opinion, Lazard performed a variety of financial and comparative analyses that it deemed to be appropriate for this type of transaction, including those described below. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth below, without considering the analyses as a whole, could create an incomplete or misleading view of the processes underlying the Lazard opinion. In arriving at the Lazard opinion, Lazard considered the results of all of the analyses as a whole and did not attribute any particular weight to any factor or analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

In its analyses, Lazard considered industry performance, regulatory, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company or transaction used in Lazard’s analyses as a comparison is directly comparable to the Company or the merger. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions analyzed. The estimates contained in Lazard’s analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisers, Lazard does not assume any responsibility if future results are materially different from those forecast. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and estimates are inherently subject to substantial uncertainty.

The Lazard opinion was one of many factors taken into consideration by the Board of Directors in connection with their consideration of the merger. Consequently, the analyses described below should not be viewed as determinative of the opinion of the Board of Directors with respect to the merger consideration or of whether the Board of Directors would have been willing to determine that a different merger consideration was fair. The

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merger consideration to be paid to the holders of shares of common stock pursuant to the merger was determined through arm’s-length negotiations between the Board of Directors and representatives of Holdco and was approved by the Board of Directors. Lazard did not recommend any specific merger consideration to the Board of Directors or that any given merger consideration constituted the only appropriate consideration for the merger.

The following is a summary of the material financial and comparative analyses that were performed by Lazard in connection with rendering the Lazard opinion and does not purport to be a complete description of the financial analyses performed by Lazard. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Lazard’s financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 7, 2017, and is not necessarily indicative of current market conditions.

Sum-of-the-Parts Discounted Cash Flow Analysis

Based upon the financial forecasts dated as of May 21, 2017 provided by management of the Company and described in “ Certain Financial Projections ” below, Lazard performed a sum-of-the-parts valuation analysis using a discounted cash flow analysis to determine an illustrative net present value per share of common stock as of June 7, 2017, based on the aggregate of the illustrative net present values calculated by Lazard for each of the Company’s products and product candidates, estimated future net cash and its estimated general and administrative expenses. For purposes of this analysis, Lazard applied discount rates ranging from 9.5% to 11.5%, reflecting an estimate of the Company’s weighted average cost of capital, to (i) the estimated unlevered free cash flows to be generated by each of the Company’s products and product candidates, estimated future net cash and the estimated future general and administrative expenses, which we refer to herein as unallocated G&A, to be incurred by the Company, in each case from June 30, 2017 through December 31 of the terminal year; and (ii) the terminal value of each of the Company’s products and product candidates, estimated future net cash and unallocated G&A as of December 31 of the applicable terminal year (which differed depending on the product or product candidate described below). Lazard performed such sum-of the parts valuation analysis for each of the Company’s products and product candidates and its estimated general and administrative expenses as follows:

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The terminal growth rates used by Lazard were estimated by Lazard based on its professional judgment and experience, taking into account the financial projections dated as of May 21, 2017 provided by management of the Company. Unlevered free cash flow was calculated as total operating income, less cash tax payments, plus depreciation and amortization, less capital expenditures, less changes in working capital, and less contingent cash payments. For purposes of its analysis, Lazard derived illustrative net present values for each of the Company’s products and product candidates by calculating an illustrative present value of the estimated unlevered free cash flows for the applicable product or product candidate through the end of the terminal year and a terminal value derived for such product or product candidate, as applicable. Lazard added these illustrative present values for the Company’s products and product candidates and the Company’s estimated net cash as of June 30, 2017 and subtracted an illustrative net present value of unallocated G&A to derive an illustrative total equity value of the Company. For purposes of its analysis, Lazard divided each of the foregoing illustrative net present values amounts by the number of fully diluted shares of common stock, as calculated based on information in its most recent public filings and information provided by the Company with respect to dilutive securities outstanding, to show such amount on a per share of the common stock basis.

The results of the foregoing are summarized as follows:

Using the same methodology and assumptions and the financial projections from May 21, 2017 provided by management of the Company, Lazard performed a sensitivity analysis by applying discount rates ranging from 9.5% to 11.5% to (i) the estimated unlevered free cash flows to be generated by each of the Company’s products and product candidates, and its estimated unallocated G&A, in each case from June 30, 2017 through December 31 of the applicable terminal year and (ii) the terminal value of each of the Company’s products and product candidates, and its unallocated G&A as of the end of the terminal year. This analysis resulted in illustrative net present values per share of Common Stock ranging from $8.65 to $9.90.

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The selected companies were chosen based on Lazard’s knowledge of the specialty pharmaceutical industry. Although none of the selected companies is directly comparable to the Company, the selected companies are publicly traded companies with operations and/or other criteria, such as lines of business, revenue model, markets, business risks, growth prospects, maturity of business and size and scale of business, that Lazard considered generally relevant for purposes of its analysis.

Based on the closing share prices as of June 1, 2017, historical financial information contained in public filings with the SEC, Bloomberg and equity research estimates for the selected companies, Lazard calculated, among other things, with respect to the Company and each selected company:

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The results of this analysis are summarized as follows:

Based on the results of the foregoing analysis and Lazard’s professional judgment, including with respect to differences in applicable multiples implied by the publicly available financial data in each jurisdiction as summarized above, Lazard:

With respect to the Hong Kong Listed Companies:

With respect to the U.S. Listed Companies:

Additional Analyses

The following analyses and information were presented to the Board of Directors for informational purposes only and were not material to the rendering of the Lazard opinion. These analyses were intended to be merely informational at the time they were performed and were presented by Lazard as such to the Board of Directors. Neither Lazard nor the Board of Directors deemed any of these analyses to be material to the fairness determination at any point in time.

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2017 Selected Companies Analysis

Lazard reviewed and analyzed certain publicly available market trading data, financial information and valuation metrics of the following groups of selected publicly traded companies and compared such trading data, financial information and valuation metrics to corresponding information for the Company. Given the decrease in management forecast for 2018 driven by regulatory and reimbursement changes in China, valuation based on 2017 estimates was included for reference only:

The selected companies were chosen based on Lazard’s knowledge of the specialty pharmaceutical industry. Although none of the selected companies is directly comparable to the Company, the selected companies are publicly traded companies with operations and/or other criteria, such as lines of business, revenue model, markets, business risks, growth prospects, maturity of business and size and scale of business, that Lazard considered generally relevant for purposes of its analysis.

Based on the closing share price as of June 1, 2017, historical financial information contained in public filings with the SEC, Bloomberg and equity research estimates for the selected companies, Lazard calculated, among other things, with respect to the Company and each selected company:

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The results of this analysis are summarized as follows:

Based on the results of the foregoing analysis and Lazard’s professional judgment, including with respect to differences in applicable multiples implied by the publicly available financial data in each jurisdiction as summarized above, Lazard:

With respect to the Hong Kong Listed Companies:

With respect to the U.S. Listed Companies:

Selected Precedent Transactions Analysis

Given the unique nature of the Company’s business, there is a lack of comparable precedent transactions. In the absence of precedent transactions believed by Lazard to be sufficiently comparable for purposes of evaluating the valuation of the Company in connection with rendering its opinion, Lazard prepared a precedent transactions analysis for informational purposes only and not in connection with rendering the Lazard opinion. However, Lazard reviewed and analyzed certain recent publicly available information relating to the following publicly

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announced transactions in the Chinese life sciences industry and U.S. specialty pharmaceutical industry and compared certain financial information and transaction multiples relating to the target companies in those transactions to the corresponding information for the Company:

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Although none of the selected transactions or the companies party to the transactions is directly comparable to the proposed merger or to the Company, the selected transactions were chosen because they involved transactions that Lazard considered generally relevant for purposes of its analysis and/or involve publicly traded companies with operations that Lazard considered generally relevant for purposes of its analysis.

Based on the management forecast for the Company and publicly announced historical financial information for the Company and the target company in each selected transaction, Lazard calculated, among other things:

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The results of this analysis are summarized as follows:

Based on the results of the foregoing analysis and Lazard’s professional judgment, Lazard:

Premia Paid Analysis. Lazard performed a premia paid analysis based on the premia to be paid in the proposed merger and the premia paid in the 12 previously announced specialty pharmaceutical transactions analyzed in the selected precedent U.S. Specialty Pharmaceutical transactions analysis above. For purposes of this analysis, Lazard calculated the premia represented by the per-share acquisition price in each of the transactions to the closing price of the applicable target company’s shares, as of one day prior to the announcement of the applicable transaction. With respect to the merger, Lazard calculated the premia represented by the per-share merger consideration to the closing price of the shares of the common stock as of one day prior to the announcement of the receipt of the applicable proposal for comparable specialty pharmaceutical transactions. The results of these calculations are set forth below:

Based on the foregoing results and Lazard’s professional judgment, Lazard applied the 25th percentile and 75th percentile of the range of one-day premium for the precedent specialty pharmaceutical transactions to the unaffected price of the shares of the common stock on June 1, 2017 and derived illustrative prices for shares of the common stock ranging from $12.31 to $14.09.

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Historical Trading Prices. Lazard reviewed the historical price performance of the common stock for the 52-week period ending June 1, 2017. During this period, the closing prices of the common stock ranged from $8.65 to $14.69.

Miscellaneous

In connection with Lazard’s services as financial advisor to the Company with respect to the merger, the Company agreed to pay Lazard the following fees: (i) $1 million, which was paid following the rendering of Lazard’s opinion and (ii) approximately $8 million, to be paid upon the completion of the merger.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its respective affiliates and employees may trade securities of the Company, Holdco and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of the Company, Holdco and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

In the two years prior to the date of Lazard’s opinion, the financial advisory business of Lazard did not receive fees from the Company and its known affiliates in connection with the provision of financial advisory services (other than as a financial advisor for the merger). In the two years prior to the date of Lazard’s opinion, the financial advisory business of Lazard did not enter into any engagement agreements with or receive any fees from GL Capital, BOCGI, CDH Investments, Ascendent or Boying, the members of the Buyer Consortium.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and securities services. Lazard was selected to act as financial adviser to the Company’s Board of Directors because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in the specialty pharmaceutical industry specifically, as well as its familiarity with the business of the Company.

Certain Financial Projections

The Company’s management prepared non-GAAP financial projections for fiscal years 2017 through 2024 that were provided to Lazard in May 2017. The financial projections were prepared by the Company’s management as part of its ongoing long-term forecasting process, and updated with the latest information in anticipation of Lazard’s valuation analysis. The tables below set forth a summary of these financial projections.

The limited unaudited prospective financial information set forth below is included solely because it was among the financial information made available by the Company’s management to Lazard in connection with its evaluation of the merger, and is not included in order to influence any stockholder of the Company in any decisions, including whether or not to vote in favor of the approval of the merger, or whether or not to seek appraisal rights with respect to their shares of our common stock.

The financial projections were not prepared with a view toward public disclosure, nor with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants (AICPA) for preparation and presentation of financial forecasts, or United States generally accepted accounting principles. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability.

The financial projections reflect numerous estimates and assumptions made by the Company’s senior management with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the Company’s products, all of which are difficult to predict and

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many of which are beyond the Company’s control. As the financial projections cover multiple years, they by their nature become less reliable with each successive year. As a result, there can be no assurance that the financial projections reflect actual future trends.

The Company’s management based the financial projections on certain proprietary assumptions about its mix of existing products, timing of launch of pipeline products, revenue from new and existing products, timing and magnitude of price reduction estimates in more than 30 provinces, price reduction sharing estimates with distributors, competitive products on the market or expected to reach the market, various operational metrics that impact gross margin, reimbursement factors and potential changes to reimbursement in future and market demand, which assumptions changed significantly throughout the negotiation of the merger and are subject to further change.

The financial projections reflect subjective judgment in most respects and, therefore, are susceptible to multiple interpretations and further periodic revisions based on actual experience and business developments. As such, the financial projections constitute forward-looking information and are subject to risks and uncertainties that could cause the actual results to differ materially from the projected results, including, but not limited to, the Company’s performance and ability to achieve strategic goals over the applicable period, industry performance, the success of the Company’s customers in the market, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” The financial projections cannot, therefore, be considered a guarantee of future operating results, and the projections should not be relied upon as such.

The inclusion of the financial projections should not be regarded as an indication that the Company or its representatives then considered, or now consider, such financial projections to be material information of the Company or necessarily predictive of actual future events, and this information should not be relied upon as such. The Company views the financial projections as non-material because of the inherent risks and uncertainties associated with such forecasts. None of the Company, Lazard or any of their respective affiliates or representatives intends to, and each of them disclaims any obligation to, update, revise or correct the projections if anything contained in them becomes inaccurate.

The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC. The financial projections were prepared based on the Company’s continued operation as a stand-alone company. They do not take into account any circumstances or events occurring after the date they were prepared, including the merger or the effect of any failure of the merger to be consummated. Stockholders are cautioned not to place undue, if any, reliance on the financial projections.

The financial projections were prepared based on information available at the time such projections were prepared, using various assumptions and estimates. The assumptions and estimates may not be realized and are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, all of which are difficult to predict and many of which are beyond the Company’s control. The assumptions and estimates underlying the information contained in the financial projections involve judgments made with respect to, among other things, general business, economic, regulatory, market and financial conditions, as well as factors specific to the Company, all of which are difficult to predict. The financial projections also reflect assumptions as to certain business decisions that do not reflect the effects of the merger, or any other changes that may in the future affect the Company or its assets, business, operations, properties, policies, corporate structure, capitalization and management. Accordingly, the financial projections constitute forward-looking information, and there can be no assurance that the assumptions and estimates used to prepare the information contained in the financial projections will be achieved, and actual results may materially differ.

This prospective financial information was not prepared with a view towards compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information.

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The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers Zhong Tian LLP has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers Zhong Tian LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers Zhong Tian LLP report incorporated by reference in this proxy statement relates to the Company’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

The following table reconciles projected EBITDA (GAAP) to projected Net Income and Projected EBITDA (Non-GAAP) to projected Net Income. Projected Net Income is the most directly comparable financial measure, as calculated and presented in accordance with GAAP, in comparison to projected EBITDA (GAAP) and projected EBITDA (Non-GAAP). All amounts presented in the following table is in millions.

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In light of the foregoing factors and the uncertainty inherent in the financial projections, stockholders are cautioned not to place undue, if any, reliance on the projections.

Effects on the Company if the Merger is Not Completed

If the merger agreement is not approved by our stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the merger. Instead, SciClone will remain an independent public company and our common stock will continue to be listed and traded on NASDAQ. In addition, if the merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that our stockholders will continue to be subject to the same risks and opportunities as they currently are, as well as general industry, economic and market conditions. Further, if the merger is not completed, the trading price of our common stock may decrease, and such decrease may be substantial, at least in the short term. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares. If the merger is not completed, the Board of Directors will from time to time evaluate and review the business operations, properties, and capitalization of the Company, will make such changes as are deemed appropriate and will continue to seek to identify strategic alternatives to enhance stockholder value. If the merger agreement is not approved by our stockholders or if the merger is not completed for any other reason, there can be no assurance that any other acceptable transaction will be offered or become available, or that our business, prospects or results of operations will not be adversely impacted.

In addition, under certain circumstances specified in the merger agreement, we may be obligated to pay Holdco a termination fee of up to approximately $15.8 million or Holdco may be obligated to pay us a termination fee of up to approximately $31.6 million. See the section entitled “Proposal 1 The Merger Agreement — Company Termination Fee, Holdco Termination Fee and Escrow for Holdco Termination Fee” of this proxy statement for a discussion of the circumstances under which the termination fees would be required to be paid.

Delisting and Deregistration of SciClone Common Stock

Our common stock is currently registered under the Exchange Act and is quoted on NASDAQ under the symbol “SCLN.” As a result of the merger, we will become a privately-held, subsidiary of Holdco. As a private company following the completion of the merger, the registration of our common stock and our obligation to file reports and make other public disclosures with the SEC under the Exchange Act will be terminated, and our common stock will no longer be listed on NASDAQ.

Interests of our Directors and Executive Officers in the Merger — Quantification of Potential Payments to our Named Executive Officers in Connection with the Merger

In considering the recommendation of the Board of Directors with respect to the merger, you should be aware that executive officers and directors of the Company may have certain interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Company Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be approved and adopted by the stockholders of the Company. These interests include, but are not limited to, the following:

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Company directors for purposes of the disclosure in this proxy statement are Jon S. Saxe, Friedhelm Blobel, Nancy T. Chang, Richard J. Hawkins, Gregg A. Lapointe and Simon Li.

Company officers for purposes of the disclosure in this proxy statement are Friedhelm Blobel, Wilson Cheung, Raymond Low, Carey Chern, Hong Zhao, Xi Chen, Min Yin and Lan Xie.

None of our directors or executive officers is a party to or participates in any plan, program or arrangement of Holdco or its subsidiaries that provides such director or executive officer with any kind of compensation that is based on or otherwise relates to completion of the merger.

Insurance and Indemnification of Directors and Executive Officers

For more information, see the section “The Merger Agreement — Indemnification and Insurance”.

Treatment of Equity-Based Awards

Treatment of Stock Options

As of the record date, there were 3,190,111 outstanding stock options held by our directors and executive officers, of which 3,040,111 have an exercise price below $11.18 per share.

At the effective time of the merger, each vested and unexercised stock option will be cancelled and converted into the right to receive from the Company a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the per share merger consideration over (y) the per share exercise price of such stock option and (ii) the number of shares of common stock subject to such stock option as of the effective time of the merger. Each outstanding, unvested or unexercised option will terminate at the time of the merger, provided that certain awards of our directors and officers will accelerate prior to closing as set forth below.

In accordance with the 2004 Outside Directors Stock Option Plan and 2015 Equity Incentive Plan, all unexercisable or unvested portions of outstanding options and any shares acquired upon the exercise thereof, held by our outside directors will become immediately exercisable and vested in full conditioned upon consummation of the merger.

In addition, we entered into employee retention agreements with the following key employees: (i) Friedhelm Blobel; (ii) Wilson Cheung; (iii) Raymond Low; (iv) Carey Chern; (v) Hong Zhao, (vi) Xi Chen, (vii) Min Yin, (viii) Lan Xie. In accordance with employee retention agreements, each of these individuals is eligible to receive vesting of 100% of share-based compensation awards with respect to Company common stock, effective immediately prior to, but conditioned upon, the consummation of the merger.

Treatment of Company Stock Unit Awards

As of the record date, there were 818,250 RSUs and PRSUs held by our directors and executive officers.

At the effective time of the merger, each outstanding, unsettled restricted stock unit and performance restricted stock unit (whether vested or unvested) will be cancelled and extinguished without payment of compensation therefor, except with respect to any required deferred payment for RSUs and PRSUs subject to Section 409A of the Code.

The vesting of all RSUs and PRSUs held by employees covered by retention agreements will accelerate in full immediately prior to the merger, except for certain PRSUs granted effective March 8, 2017 to Friedhelm Blobel, Wilson W. Cheung, and Hong Zhao in the amounts of 75,000, 37,500 and 37,500. The latter PRSUs will vest only if consummation of the merger takes place after December 31, 2017. The accelerated RSUs and PRSUs will be settled into shares of common stock as of the effective time.

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Equity Interests of Company Executive Officers and Non-Employee Directors

The following table sets forth for each Company executive officer and director, as of August 11, 2017, (i) the number of shares of common stock held; (ii) the number of shares of common stock subject to options with an exercise price less than $11.18 per share; (iii) the number of shares of common stock subject to underlying RSUs that will vest in connection with the merger; (iv) the number of shares of common stock subject to underlying PRSUs that will vest in connection with the merger. The table sets forth the values of these shares and equity awards based on the $11.18 share merger consideration.