3D Medicines Inc. — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

3DMed

思路迪

3D Medicines Inc.

思路迪医药股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1244)

Form of proxy for the Annual General Meeting to be held on Monday, June 30, 2025

I/We $^{(Note 3)}$

of being the registered holder(s) of __, __, _____, share(s) $^{(Note 2)}$ of HK$0.001 each in the share capital of the abovenamed Company HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or $^{(Note 3)}$

of as my/our proxy to attend and act for me/us at the Annual General Meeting (and any adjournment thereof) of the said Company to be held at PRC on Monday, June 30, 2025 at 10:00 a.m. (the "Meeting") for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting dated June 6, 2025 (the "AGM Notice") and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below $^{(Note 4)}$.

ORDINARY RESOLUTIONS		FOR $^{(Note 5)}$	AGAINST $^{(Note 5)}$
1.	To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the reports of the directors (the “Directors”) and auditor thereon.
2.	To elect Mr. Zhu Jinqiao as a non-executive Director.
3.	(a) To re-elect Dr. Lin Tat Pang as an independent non-executive Director.
	(b) To re-elect Mr. Liu Xinguang as an independent non-executive Director.
	(c) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
4.	To re-appoint Modern Assure CPA Limited as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
5.	(A) To give an issue mandate to the Directors to allot, issue and deal with additional shares in the Company (including any sale and transfer of the shares of the Company out of treasury that are held as treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding any treasury shares).
	(B) To give a repurchase mandate to the Directors to repurchase shares in the Company not exceeding 10% of the total number of issued shares (excluding any treasury shares) of the Company.
	(C) To extend the general mandate granted to the Directors to allot, issue and deal with shares by the number of shares repurchased by the Company.

Dated this __ day of __ 2025

Signed $^{(Note 8)}$

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words "THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. The description of the Resolutions is by way of summary only. The full text appears in the notice of the Annual General Meeting.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to tick any or all the boxes will entitle your proxy to cast his votes or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any amendment of a resolution put to the Meeting.
6. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the Meeting (i.e. not later than 10:00 a.m. on Saturday, June 28, 2025) or any adjournment thereof.
8. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
9. In the case of joint holders of any shares, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).
10. On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
11. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
12. The full text of the above resolutions is set out in the AGM Notice.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
(ii) The supply of your Personal Data to the Company and/or the Company's branch share registrar is on a voluntary basis and such data will be used for processing your instructions as stated in this Form of Proxy.
(iii) Your Personal Data will not be transferred to any third parties (other than the Company's branch share registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency's request and will be retained for such period as may be necessary for our verification and record purposes.
(iv) You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.