Abbisko Cayman Limited — Proxy Solicitation & Information Statement 2023

Apr 20, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Abbisko Cayman Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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Abbisko Cayman Limited 和譽開曼有限責任公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2256)

PROPOSALS FOR GRANTING OF GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF AUDITOR

PROPOSED AMENDMENTS TO THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“AGM”) of Abbisko Cayman Limited to be held at Linde Conference Room, Floor 12B, Building 1, No. 515 Huanke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, on Wednesday, June 14, 2023 at 10:00 a.m. at which, among other things, the above proposals will be considered, is set out on pages 27 to 31 of this circular.

Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

April 21, 2023

CONTENTS

	Page
Special Arrangements for the Annual General Meeting. . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement on Repurchase Mandate . . . . . . . .	12
Appendix II – Details of the Directors proposed to be re-elected
at the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix III – Details of the Proposed Amendments to the Memorandum
and Articles of Association. . . . . . . . . . . . . . . . . . . . . . . .	19
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

– i –

SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING

Shareholders will be able to view and listen to the AGM through a live webcast from 10:00 a.m. until the completion of the AGM on June 14, 2023 on a computer, tablet or any browser enabled device. Shareholders who attend the AGM online will not be counted to the quorum of the AGM. Shareholders will need to complete the following steps to be able to access the live webcast of the AGM of the Company:

ACCESSING PROCEEDINGS OF THE AGM BY ZOOM

For Shareholders who would like to view and listen to the AGM live webcast, you will need to register by sending an email to both IR@abbisko.com and Hellen.tian@abbisko.com providing personal particulars as follows:

• (a) Full name (with relevant identification documents);

• (b) Registered Address;

• (c) Number of Shares held (with relevant supporting documents);

• (d) Contact Telephone Number; and

• (e) Email Address,

no later than 10:00 a.m. on June 12, 2023 (being not less than forty-eight (48) hours before the time appointed for holding the AGM) to enable the Company to verify the Shareholders’ status. Authenticated Shareholders will receive an email confirmation no later than 10:00 a.m. on June 12, 2023 (being not less than forty-eight (48) hours before the time appointed for holding the AGM) which contains a link to join the live webcast of the AGM.

Please keep the link in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the link.

VOTE BY APPOINTING A PROXY

All resolutions at the AGM will be decided on a poll. If you wish to vote on any resolution at the AGM, you are strongly recommended to appoint the chairman of the AGM as your proxy to exercise your right to vote at the AGM in accordance with your instructions. Alternatively, you may attend the AGM and vote in person.

The proxy form has been posted to Shareholders together with the Circular. The proxy form can be downloaded from the section of “Investor Relations” of the Company’s website (www.abbisko.com) or the website of the Stock Exchange (www.hkexnews.hk). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy.

– 1 –

SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING

The proxy form should be returned to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time for holding the AGM.

QUESTIONS FROM SHAREHOLDERS

Shareholders may submit any questions they may have in advance in relation to any resolution set out in the Notice of AGM by 10:00 a.m. on June 12, 2023 (being not less than forty-eight (48) hours before the date appointed for holding the AGM) via email to both IR@abbisko.com and Hellen.tian@abbisko.com providing personal particulars as follows for verification purposes:

• (a) Full name (with relevant identification documents);

• (b) Registered Address;

• (c) Number of Shares held (with relevant supporting documents);

• (d) Contact Telephone Number; and

• (e) Email Address.

CHANGES TO ARRANGEMENTS

Should any changes be made to the AGM arrangements, we will notify Shareholders via an announcement posted on the Company’s website (www.abbisko.com) and the website of the Stock Exchange (www.hkexnews.hk).

If Shareholders have any questions relating to the AGM, please contact the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

– 2 –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Abbisko Australia”

• Abbisko Therapeutics Australia Pty Ltd, a proprietary company limited by shares incorporated in Australia on September 25, 2020 and wholly owned by Abbisko Hong Kong

• “Abbisko Hong Kong” Abbisko Hongkong Limited, a limited liability company incorporated in Hong Kong on April 13, 2018 and wholly owned by the Company

• “Abbisko Shanghai”

• Abbisko Therapeutics Co., Ltd. (上海和譽生物醫藥科技 有限公司), a limited liability company incorporated in the PRC on April 12, 2016 and wholly owned by Abbisko Hong Kong

• “Abbisko Wuxi” Wuxi Abbisko Biomedical Technology Co., Ltd. (無錫和 譽生物醫藥科技有限公司), a limited liability company incorporated in the PRC on July 28, 2020 and wholly owned by Abbisko Hong Kong

• “AGM”

• the annual general meeting of the Company to be convened and held at Linde Conference Room, Floor 12B, Building 1, No. 515 Huanke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, on Wednesday, June 14, 2023 at 10:00 a.m., notice of which is set out on pages 27 to 31 of this circular and any adjournment thereof

• “Articles”

• the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

• “Board”

• the board of Directors

• “Companies Act”

• the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, consolidated or otherwise modified from time to time

• “Company”

• Abbisko Cayman Limited, an exempted company incorporated in the Cayman Islands on March 28, 2018 with limited liability whose Shares are listed on the Main Board of the Stock Exchange (Stock Code: 2256)

– 3 –

DEFINITIONS

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issue Mandate” a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate

• “Latest Practicable Date” April 14, 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Nomination Committee” the nomination committee of the Company

• “PRC”

• the People’s Republic of China

• “Repurchase Mandate”

• a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

• “SFO” the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

• “Share(s)” the ordinary share(s) of US$0.00001 each in the share capital of the Company

• “Shareholder(s)” the holder(s) of the Shares

– 4 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Codes on Takeovers and Mergers and Share Buybacks, as amended, supplemented or otherwise modified from time to time “%” per cent

– 5 –

LETTER FROM THE BOARD

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Abbisko Cayman Limited 和譽開曼有限責任公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2256)

Chairman and Executive Director:

Dr. Xu Yao-Chang

Executive Directors:

Dr. Yu Hongping Dr. Chen Zhui

Non-Executive Directors:

Dr. Xia Gavin Guoyao Ms. Tang Yanmin

Registered Office:

PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

Principal place of business in Hong Kong:

40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

Independent Non-Executive Directors:

Dr. Sun Piaoyang Mr. Sun Hongbin Mr. Wang Lei

April 21, 2023

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF AUDITOR PROPOSED AMENDMENTS TO THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on June 14, 2023.

– 6 –

LETTER FROM THE BOARD

GENERAL MANDATES

In order to ensure greater flexibility for the Company to issue new Shares, an ordinary resolution numbered 5 will be proposed at the AGM to grant to the Directors a general mandate to exercise the powers of the Company to allot and issue new Shares in the share capital of the Company of up to 20% of the total number of Shares in issue as at the date of the passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the Company had 701,774,350 Shares in issue. Subject to the passing of the ordinary resolution numbered 5 and on the basis that there is no change to the number of issued Shares before the AGM, the Company will be allowed to issue a maximum of 140,354,870 Shares. In addition, subject to a separate approval of the ordinary resolution numbered 7, the number of Shares bought back by the Company under ordinary resolution numbered 6 will also be added to the general mandate as mentioned in the ordinary resolution numbered 5. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to such general mandate.

In addition, an ordinary resolution will be proposed at the AGM to approve the general mandate to the Directors to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of Shares in issue as at the date of the passing of the resolution in relation to such general mandate.

Each of the Issue Mandate and the Repurchase Mandate will expire at the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.

– 7 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Article 16.19 of the Articles, one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest to, but not less than one-third) shall retire from office by rotation at every annual general meeting and, being eligible, offer themselves for re-election.

Accordingly, Dr. Xu Yao-Chang, Dr. Yu Hongping and Dr. Chen Zhui will retire and be subject to re-election at the AGM.

None of the Directors proposed for re-election at the AGM has an unexpired service contract/appointment letter which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than statutory compensation.

Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS

The Nomination Committee will recommend to the Board for the appointment of a Director (including an Independent Non-Executive Director) in accordance with the following selection criteria and nomination procedures:

• (a) identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company’s Board diversity policy, the requirements in the Articles, the Listing Rules and applicable laws and regulations, and the relevant candidates’ contributions to the Board in terms of qualifications, skills, experience, independence and gender diversity;

• (b) assess the independence of Independent Non-Executive Directors to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the Nomination Committee or the Board. If a proposed Independent Non-Executive Director will be holding his or her seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and

• (c) develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in light of this evaluation prepare a description of the role and capabilities required for a particular appointment.

– 8 –

LETTER FROM THE BOARD

RECOMMENDATION OF THE NOMINATION COMMITTEE

The Nomination Committee has considered the extensive experience of each of the Directors proposed to be re-elected respectively, their working profiles and other experience and factors as set out in their biographical details in Appendix II to this circular. The Nomination Committee is satisfied that each of the Directors proposed to be re-elected has the required character, integrity and experience to continuously fulfill his or her roles as a Director, respectively and effectively. The Nomination Committee is further of the view that each of the Directors proposed to be re-elected has provided and would continue to provide valuable contribution and devote sufficient time to the Company and contribute to the diversity of the Board. The Board believed that their re-elections as Directors would be in the best interests of the Company and its Shareholders as a whole.

PROPOSED AMENDMENTS TO THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated March 15, 2023.

The Board proposed to (i) make certain amendments (the “ Proposed Amendments ”) to the eighth amended and restated memorandum of association and articles of association of the Company, for the purpose of, among others, conforming to the core shareholder protection standards set out in Appendix 3 to the Listing Rules; and (ii) adopt the ninth amended and restated memorandum of association and articles of association of the Company incorporating and consolidating all the Proposed Amendments (the “ Ninth Amended and Restated Memorandum and Articles of Association ”) in substitution for, and to the exclusion of, the eighth amended and restated memorandum of association and articles of association of the Company.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The Proposed Amendments as well as the adoption of the Ninth Amended and Restated Memorandum and Articles of Association are subject to approval by the shareholders of the Company at the AGM or any adjourned meeting by way of special resolution, and will become effective upon the approval by the Shareholders at the AGM.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments conform with the requirements of the Listing Rules and the legal advisers to the Company as to the laws of the Cayman Islands have confirmed that the Proposed Amendments do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments for a company listed on the Stock Exchange.

The Proposed Amendments and the Ninth Amended and Restated Memorandum and Articles of Association are prepared and written in English. As such, any Chinese translation shall be for reference only. In the event of any inconsistency, the English version shall prevail.

– 9 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, June 9, 2023 to Wednesday, June 14, 2023 (both days inclusive), in order to determine the eligibility of the holders of shares to attend and vote at the AGM to be held on Wednesday, June 14, 2023. The holder of shares whose names appear on the share register of members of the Company on Wednesday, June 14, 2023 will be entitled to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfer accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong before 4:30 p.m. on Thursday, June 8, 2023.

ANNUAL GENERAL MEETING

Set out on pages 27 to 31 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate and the Repurchase Mandate, the re-election of Directors and the re-appointment of auditor, and the special resolution relating to the Proposed Amendments and the adoption of the Ninth Amended and Restated Memorandum and Articles of Association.

A form of proxy for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTES TAKEN BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.

RECOMMENDATION

The Board considers that the resolutions proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of such resolutions at the AGM.

– 10 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, By order of the Board Abbisko Cayman Limited Dr. Xu Yao-Chang Chairman

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit a company whose primary listing is on the Stock Exchange to repurchase its shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of Shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 701,774,350 Shares. Subject to the passing of the ordinary resolution for repurchase of Shares and on the basis that no new Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 70,177,435 Shares, representing 10% of the existing issued Shares as at the Latest Practicable Date.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASE OF SHARES

Any repurchase of securities of the Company will be funded entirely from the cash flow or working capital available to the Company, and will, in any event, be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Companies Act, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Act, out of capital.

– 12 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended December 31, 2022 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during 12 months preceding the Latest Practicable Date were as follows:

	Shares
	Highest price	Lowest price
	HK$	HK$
Month
2022
April	4.56	3.82
May	4.00	3.65
June	9.57	3.11
July	4.58	3.79
August	4.55	3.50
September	3.80	3.11
October	3.40	2.61
November	3.72	2.85
December	4.04	2.96
2023
January	3.48	2.93
February	4.00	3.11
March	3.30	2.52
April (up to the Latest Practicable Date)	3.12	2.71

– 13 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

7. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

8. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, pursuant to the acting-in-concert agreement among Dr. Xu Yao-Chang (“ Dr. Xu ”), Dr. Yu Hongping (“ Dr. Yu ”), and Dr. Chen Zhui (“ Dr. Chen ” collectively the “ Concerted Parties ”, and each a “ Concerted Party ”) dated May 26, 2021, Dr. Xu, Dr. Yu and Dr. Chen held an aggregate of 102,474,561 Shares, representing approximately 14.60% of the total number of Shares in issue.

Dr. Xu is the settlor of a discretionary trust, the Xu Family Trust, of which Trident Trust Company (HK) Limited acts as its trustee and the beneficiaries of which are Dr. Xu’s family members. Yaochang Family Holding Limited is wholly owned by Hery International Development Limited, which is in turn wholly owned by Trident Trust Company (HK) Limited as the trustee of the Xu Family Trust. Each of Dr. Xu (as settlor of the Xu Family Trust), Trident Trust Company (HK) Limited and Hery International Development Limited are deemed to be interested in the 70,290,520 Shares in the Company held by Yaochang Family Holding Limited. In addition, Dr. Xu is beneficially interested in 4,886,849 Shares.

Dr. Yu is deemed to be interested in 9,897,370 Shares directly held by Panorama HY Investment Limited, a company wholly owned by Dr. Yu. In addition, Dr. Yu is beneficially interested in 3,751,226 Shares.

– 14 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

Dr. Chen is the settlor of a discretionary trust, the Zabuye Trust, of which Trident Trust Company (HK) Limited acts as its trustee and the beneficiaries of which are Dr. Chen’s family members. Chogir Limited is wholly owned by Zabuye Limited, which in turn is wholly owned by Trident Trust Company (HK) Limited as the trustee of the Zabuye Trust. Jamdrok Limited is wholly owned by Dr. Chen. Each of Dr. Chen (as the settlor of the Zabuye Trust), Trident Trust Company (HK) Limited and Zabuye Limited are deemed to be interested in the 4,948,690 Shares in the Company held by Chogir Limited. Dr. Chen is also deemed to be interested in the 4,948,680 Shares in the Company held by Jamdrok Limited. In addition, Dr. Chen is beneficially interested in 3,751,226 Shares.

In the event that the Directors exercised the Repurchase Mandate in full (assuming no new Shares are issued), the shareholding of Dr. Xu, Dr. Yu and Dr. Chen will be increased to approximately 16.22% of the total number of Shares in issue. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that, under the circumstances, there would be insufficient public float as prescribed under the Listing Rules.

9. SHARE PURCHASE MADE BY THE COMPANY

The Company has not purchased, sold or redeemed any of its Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

– 15 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

The following set out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles.

The biographical details of the Directors who are proposed to be re-elected at the AGM are set out as follows:

Dr. XU Yao-Chang , aged 66, is a co-founder of the Group. Dr. Xu founded the Group on April 12, 2016 and was appointed as a Director, Chairman of the Board and Chief Executive Officer of the Company on March 28, 2018. Dr. Xu was designated as an Executive Director on June 10, 2021.

Dr. Xu has over 30 years of experience in research and development in oncology and other disease areas. Dr. Xu began his career at the University of Sherbrooke in Canada as a postdoctoral researcher in 1988. He then worked at BioChem Pharma Inc., a company engaged in new drug research and development for anti-virus and anti-tumor in the early 1990s. Dr. Xu served as senior organic chemist from October 1993 and subsequently Head of Discovery Chemistry Research until January 2006 at Lilly, a pharmaceutical company engaged in the development of pharmaceutical products for treatment in areas of oncology, diabetes, immunology and neurodegeneration. From January 2006 to March 2012, Dr. Xu served as the Executive Director at Novartis International AG, a pharmaceutical company principally engaged in the development, manufacture and marketing of branded and generic prescription drugs, active pharmaceutical ingredients, biosimilars and ophthalmic products. From March 2012 to March 2016, Dr. Xu served as the General Manager of the Hansoh Pharmaceutical Group Shanghai Research and Development Centre (豪森醫藥集團上海新藥研發中心) of Shanghai Hansoh BioMedical Co., Ltd. (上海翰森生物醫藥科技有限公司), a subsidiary of 江 蘇豪森藥業集團有限公司, a pharmaceutical company engaged in the development of pharmaceutical products in areas of anti-tumor, central nervous system and diabetes. During his tenure at Hansoh, Dr. Xu also served as the Chairman of Hengrui-Hansoh New Drug Discovery Committee (恒瑞–豪森醫藥研發委員會).

Dr. Xu has served as a Director at Abbisko Hong Kong since April 2018, a Director and the Chief Executive Officer at Abbisko Shanghai since April 2016, a Director at Abbisko Wuxi since July 2020 and a Director at Abbisko Australia since December 2020, all four of which are wholly-owned subsidiaries of the Company.

Dr. Xu obtained his Bachelor’s degree in chemistry from Nanjing University in the PRC in July 1982, and his Doctoral degree in organic chemistry from the University of Chicago in the United States in July 1988. He served as an Industrial Alternate Councilor from 2010 to 2012 for American Chemical Society, the Division of Medicinal Chemistry. He also has been an elected member of the Medicinal Chemistry Committee of the Chinese Pharmaceutical Association.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Dr. Xu has entered into a service contract with the Company which the initial term of his service contract shall be three years commencing from the date of his appointment until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than three months’ prior notice. Pursuant to the service contracts entered into with the Company, Dr. Xu is not entitled to any Director’s fee, though he may receive (i) salary in the capacity of him being a member of the senior management of the Company; and (ii) bonus and/or share based compensation as determined by the Board and the Remuneration Committee from time to time.

As at the Latest Practicable Date, Dr. Xu was interested or was deemed to be interested in long position of 102,474,561 Shares and 15,642,115 underlying Shares within the meaning of Part XV of the SFO.

Dr. YU Hongping , aged 55, is a co-founder of the Group. Dr. Yu founded the Group on April 12, 2016 and was appointed as a Director and Senior Vice President, Chemistry on March 28, 2018. Dr. Yu was designated as an Executive Director on June 10, 2021 and was re-designated as Chief Scientific Officer in March, 2022.

Dr. Yu worked as a senior research chemist at the Merck Frosst Centre for Therapeutic Research from October 2002 to April 2007, a pharmaceutical company engaged in the development, manufacture and marketing of pharmaceutical drugs, vaccines and animal-health products. From April 2007 to February 2012, Dr. Yu served as a Senior Research Investigator I at Novartis Institutes for BioMedical Research Co., Ltd., a pharmaceutical company engaged in the development, manufacture and marketing of branded and generic prescription drugs, active pharmaceutical ingredients, biosimilars and ophthalmic products. From October 2012 to February 2016, Dr. Yu served as the deputy General Manager of medicinal chemistry at Hansoh Shanghai (formerly known as 上海捷森藥物化學科技有限公司).

Dr. Yu has served as a Director at Abbisko Hong Kong since April 2018 and as a Director at Abbisko Shanghai since April 2016, both of which are wholly-owned subsidiaries of the Company.

Dr. Yu obtained his Bachelor’s degree in chemistry and his Master’s degree in science from Tsinghua University in the PRC in July 1991 and March 1994, respectively. He obtained his Doctoral degree in chemistry from the University of British Columbia in Canada in November 2000 and was a postdoctoral research fellow at that university between July 2001 and September 2002.

Dr. Yu has entered into a service contract with the Company which the initial term of his service contract shall be three years commencing from the date of his appointment until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than three months’ prior notice. Pursuant to the service contracts entered into with the Company, Dr. Yu is not entitled to any Director’s fee, though he may receive (i) salary in the capacity of him being a member of the senior management of the Company; and (ii) bonus and/or share based compensation as determined by the Board and the Remuneration Committee from time to time.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

As at the Latest Practicable Date, Dr. Yu was interested or was deemed to be interested in long position of 102,474,561 Shares and 15,642,115 underlying Shares within the meaning of Part XV of the SFO.

Dr. CHEN Zhui , aged 48, is a co-founder of the Group. Dr. Chen joined the Group on May 23, 2016 and was appointed as a Director and Senior Vice President, Biology in March 28, 2018. Dr. Chen was designated as an Executive Director on June 10, 2021 and was re-designated as Chief Scientific Officer in March, 2022.

Prior to joining the private healthcare sector, Dr. Chen worked at the University of Texas Southwestern Medical Center in the United States until October 2006. From October 2006 to November 2008, Dr. Chen served as a senior scientist at Abbott Laboratories in the United States. From December 2008 to February 2014, Dr. Chen served as an Investigator II at China Novartis Institutes of Biological Research. From February 2014 to May 2016, he served as an Associate Director in oncology research for Johnson & Johnson.

Dr. Chen has served as a Director at Abbisko Hong Kong since April 2018 and a Director at Abbisko Shanghai since June 2016, both of which are wholly-owned subsidiaries of the Company.

Dr. Chen obtained his Bachelor’s degree in Biochemistry from the University of Texas in the United States in May 1997. He obtained his Doctoral degree from Duke University in the United States in December 2003. He has been a member of the American Association of Cancer Research since 2007.

Dr. Chen has entered into a service contract with the Company which the initial term of his service contract shall be three years commencing from the date of his appointment until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than three months’ prior notice. Pursuant to the service contracts entered into with the Company, Dr. Chen is not entitled to any Director’s fee, though he may receive (i) salary in the capacity of him being a member of the senior management of the Company; and (ii) bonus and/or share based compensation as determined by the Board and the Remuneration Committee from time to time.

As at the Latest Practicable Date, Dr. Chen was interested or was deemed to be interested in long position of 102,474,561 Shares and 15,642,115 underlying Shares within the meaning of Part XV of the SFO.

OTHER INFORMATION

Save as disclosed herein, to the best knowledge of the Company, none of the Directors who stands for re-election (i) holds any directorships in other listed public companies in Hong Kong or overseas in the last three years; (ii) holds any other positions with the Company and its subsidiaries; and (iii) has any other relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

In addition, as far as the Directors are aware, there is no other matter concerning the aforementioned retiring Directors that needs to be brought to the attention of the Shareholders and there is no information relating to these Directors required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Details of the Proposed Amendments are as follows:

• Currently in force Proposed to be amended as

• 3.4 If at any time the share capital of the Company 3.4 If at any time the share capital of the Company is divided into different classes of shares, all is divided into different classes of shares, all or any of the rights attached to any class of or any of the rights attached to any class of shares for the time being issued (unless shares for the time being issued (unless otherwise provided for in the terms of issue of otherwise provided for in the terms of issue of the shares of that class) may, subject to the the shares of that class) may, subject to the provisions of the Companies Act, be varied or provisions of the Companies Act, be varied or abrogated with the consent in writing of the abrogated with the consent in writing of the holders of not less than three-fourths in holders of not less than three-fourths ~~in~~ nominal value of the issued shares of that class ~~nominal value of~~ of the voting rights of the or with the sanction of a special resolution issued shares of that class or with the sanction passed at a separate meeting of the holders of of a special resolution passed at a separate shares of that class. To every such separate meeting of the holders of shares of that class. meeting all the provisions of these Articles To every such separate meeting all the relating to general meetings shall mutatis provisions of these Articles relating to general mutandis apply, but so that the quorum for the meetings shall mutatis mutandis apply, but so purposes of any such separate meeting and of that the quorum for the purposes of any such any adjournment thereof shall be a person or separate meeting and of any adjournment persons together holding (or representing by thereof shall be a person or persons together proxy or duly authorised representative) at the holding (or representing by proxy or duly date of the relevant meeting not less than authorised representative) at the date of the one-third in nominal value of the issued shares relevant meeting not less than one-third ~~in~~ of that class. ~~nominal value~~ of the voting rights of the issued shares of that class.

• 12.1 The Company shall hold a general meeting as its annual general meeting in each year other than the year of the Company’s adoption of these Articles, within a period of not more than 15 months after the holding of the last preceding annual general meeting or not more than 18 months after the date of adoption of these Articles (or such longer period as the Exchange may authorise). The annual general meeting shall be specified as such in the notices calling it and shall be held at such time and place as the Board shall appoint.

12.1 The Company shall hold a general meeting as its annual general meeting in each financial year, ~~other than the year of the Company’s adoption of these Articles, within a period of not more than 15 months after the holding of the last preceding annual general meeting or not more than 18 months after the date of adoption of these Articles (or such longer period as the Exchange may authorise).~~ within six months (or such other period as may be permitted by the Listing Rules or the Exchange) from the end of last financial year. The annual general meeting shall be specified as such in the notices calling it and shall be held at such time and place as the Board shall appoint.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Currently in force Proposed to be amended as 12.3 The Board may, whenever it thinks fit, 12.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting. convene an extraordinary general meeting. General meetings shall also be convened on General meetings shall also be convened on the written requisition of any one or more the written requisition of any one or more members holding together, as at the date of members holding together, as at the date of deposit of the requisition, shares representing deposit of the requisition, shares representing not less than one-tenth of the paid up capital of not less than one-tenth of the ~~paid up~~ voting the Company which carry the right of voting at rights, on a one vote per share basis, in the general meetings of the Company. The written share capital of the Company which carry the requisition shall be deposited at the principal right of voting at general meetings of the office of the Company in Hong Kong or, in the Company. The written requisition shall be event the Company ceases to have such a deposited at the principal office of the principal office, the registered office of the Company in Hong Kong or, in the event the Company, specifying the objects of the Company ceases to have such a principal meeting and the resolutions to be added to the office, the registered office of the Company, meeting agenda, and signed by the specifying the objects of the meeting and the requisitionist(s). If the Board does not within resolutions to be added to the meeting agenda, 21 days from the date of deposit of the and signed by the requisitionist(s). If the requisition proceed duly to convene the Board does not within 21 days from the date of meeting to be held within a further 21 days, deposit of the requisition proceed duly to the requisitionist(s) themselves or any of them convene the meeting to be held within a representing more than one-half of the total further 21 days, the requisitionist(s) voting rights of all of them, may convene the themselves or any of them representing more general meeting in the same manner, as nearly than one-half of the total voting rights of all of as possible, as that in which meetings may be them, may convene the general meeting in the convened by the Board provided that any same manner, as nearly as possible, as that in meeting so convened shall not be held after the which meetings may be convened by the Board expiration of three months from the date of provided that any meeting so convened shall deposit of the requisition, and all reasonable not be held after the expiration of three months expenses incurred by the requisitionist(s) as a from the date of deposit of the requisition, and result of the failure of the Board shall be all reasonable expenses incurred by the reimbursed to them by the Company. requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

		Currently in force	Proposed to be amended as
	14.1	Subject to any special rights, privileges or	14.1 Subject to any special rights, privileges or
		restrictions as to voting for the time being	restrictions as to voting for the time being
		attached to any class or classes of shares, at	attached to any class or classes of shares, at
		any general meeting where a show of hands is	any general meeting ~~where a show of hands is~~
		allowed, every member present in person (or,	~~allowed,~~ (a) every member present in person
		in the case of a member being a corporation,	(or, in the case of a member being a
		by its duly authorised representative) shall	corporation, by its duly authorised
		have one vote, and on a poll every member	representative) or by proxy shall have the
		present in person (or, in the case of a member	right to speak, (b) on a show of hands, every
		being a corporation, by its duly authorised	member present in such manner shall have
		representative) or by proxy shall have one vote	one vote, and (c) on a poll every member
		for each share registered in his name in the	present ~~in person (or, in the case of a member~~
		register. On a poll a member entitled to more	~~being a corporation, by its duly authorised~~
		than one vote is under no obligation to cast all	~~representative) or by proxy~~ such mannershall
		his votes in the same way. For the avoidance of	have one vote for each share registered in his
		doubt, where more than one proxy is appointed	name in the register. On a poll a member
		by a recognised clearing house (or its	entitled to more than one vote is under no
		nominee(s)), each such proxy shall have one	obligation to cast all his votes in the same way.
		vote on a show of hands and is under no	For the avoidance of doubt, where more than
		obligation to cast all his votes in the same way	one proxy is appointed by a recognised
		on a poll.	clearing house (or its nominee(s)), each such
			proxy shall have one vote on a show of hands
			and is under no obligation to cast all his votes
			in the same way on a poll.
	16.2	The Board shall have power from time to time	16.2 The Board shall have power from time to time
		and at any time to appoint any person as a	and at any time to appoint any person as a
		Director either to fill a casual vacancy or as an	Director either to fill a casual vacancy or as an
		addition to the Board. Any Director so	addition to the Board. Any Director so
		appointed shall hold office only until the next	appointed shall hold office only until the ~~next~~
		following general meeting of the Company	~~following~~ first annual general meeting of the
		and shall then be eligible for re-election at that	Company after his appointment and shall
		meeting.	then be eligible for re-election at that meeting.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Currently in force Proposed to be amended as 16.6 The Company may by ordinary resolution at 16.6 The Company may by ordinary resolution at any time remove any Director (including a any time remove any Director (including a Managing Director or other executive Managing Director or other executive Director) before the expiration of his period of Director) before the expiration of his ~~period~~ office notwithstanding anything in these term of office notwithstanding anything in Articles or in any agreement between the these Articles or in any agreement between the Company and such Director and may by Company and such Director and may by ordinary resolution elect another person in his ordinary resolution elect another person in his stead. Any person so elected shall hold office stead. Any person so elected shall hold office during such time only as the Director in whose during such time only as the Director in whose place he is elected would have held the same if place he is elected would have held the same if he had not been removed. Nothing in this he had not been removed. Nothing in this Article should be taken as depriving a Director Article should be taken as depriving a Director removed under any provision of this Article of removed under any provision of this Article of compensation or damages payable to him in compensation or damages payable to him in respect of the termination of his appointment respect of the termination of his appointment as Director or of any other appointment or as Director or of any other appointment or office as a result of the termination of his office as a result of the termination of his appointment as Director or as derogatory from appointment as Director or as derogatory from any power to remove a Director which may any power to remove a Director which may exist apart from the provision of this Article. exist apart from the provision of this Article.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Currently in force Proposed to be amended as 29.2 The Company shall at every annual general 29.2 The Company shall at every annual general meeting appoint an auditor or auditors of the meeting by ordinary resolution appoint an Company who shall hold office until the next auditor or auditors of the Company who shall annual general meeting. The removal of an hold office until the next annual general Auditor before the expiration of his period of meeting. The removal of an Auditor before the office shall require the approval of an ordinary expiration of his period of office shall require resolution of the members in general meeting. the approval of an ordinary resolution of the The remuneration of the Auditors shall be members in general meeting. The fixed by the Company at the annual general remuneration of the Auditors shall be fixed by meeting at which they are appointed provided the Company at the annual general meeting at that in respect of any particular year the which they are appointed by ordinary Company in general meeting may delegate the resolution, provided that in respect of any fixing of such remuneration to the Board. No particular year the Company in general person may be appointed as the, or an, Auditor, meeting may delegate the fixing of such unless he is independent of the Company. The remuneration to the Board. No person may be Board may before the first annual general appointed as the, or an, Auditor, unless he is meeting appoint an auditor or auditors of the independent of the Company. The Board may Company who shall hold office until the first before the first annual general meeting appoint annual general meeting unless previously an auditor or auditors of the Company who removed by an ordinary resolution of the shall hold office until the first annual general members in general meeting in which case the meeting unless previously removed by an members at that meeting may appoint ordinary resolution of the members in general Auditors. The Board may fill any casual meeting in which case the members at that vacancy in the office of Auditor but while any meeting may appoint Auditors. The Board may such vacancy continues the surviving or fill any casual vacancy in the office of Auditor continuing Auditor or Auditors, if any, may but while any such vacancy continues the act. The remuneration of any Auditor surviving or continuing Auditor or Auditors, if appointed by the Board under this Article may any, may act. The remuneration of any Auditor be fixed by the Board. appointed by the Board under this Article may be fixed by the Board. – 32.1 Subject to the Companies Act, the Company may by Special Resolution resolve that the Company be wound up voluntarily.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Currently in force Proposed to be amended as 32.1 If the Company shall be wound up (whether ~~32.1~~ ~~3~~ 2.2 If the Company shall be wound up (whether the liquidation is voluntary, under supervision the liquidation is voluntary, under supervision or by the court) the liquidator may, with the or by the court) the liquidator may, with the authority of a special resolution of the authority of a special resolution of the Company and any other sanction required by Company and any other sanction required by the Companies Act divide among the members the Companies Act divide among the in specie or kind the whole or any part of the members in specie or kind the whole or any assets of the Company (whether the assets part of the assets of the Company (whether shall consist of property of one kind or shall the assets shall consist of property of one kind consist of properties of different kinds) and or shall consist of properties of different may for such purpose set such value as he kinds) and may for such purpose set such deems fair upon any property to be divided value as he deems fair upon any property to and may determine how such division shall be be divided and may determine how such carried out as between the members or division shall be carried out as between the different classes of members. The liquidator members or different classes of members. The may, with the like authority or sanction vest liquidator may, with the like authority or the whole or any part of such assets in trustees sanction vest the whole or any part of such upon such trusts for the benefit of the members assets in trustees upon such trusts for the as the liquidator, with the like authority or benefit of the members as the liquidator, with sanction and subject to the Companies Act, the like authority or sanction and subject to shall think fit, and the liquidation of the the Companies Act, shall think fit, and the Company may be closed and the Company liquidation of the Company may be closed dissolved, but so that no member shall be and the Company dissolved, but so that no compelled to accept any assets, shares or other member shall be compelled to accept any securities in respect of which there is a assets, shares or other securities in respect of liability. which there is a liability.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Currently in force

Currently in force Proposed to be amended as 32.2 If the Company shall be wound up, and the ~~32.2~~ ~~3~~ 2.3 If the Company shall be wound up, and the assets available for distribution amongst the assets available for distribution amongst the members as such shall be insufficient to repay members as such shall be insufficient to repay the whole of the paid-up capital, such assets the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may shall be distributed so that, as nearly as may be, the losses shall be borne by the members in be, the losses shall be borne by the members proportion to the capital paid up, or which in proportion to the capital paid up, or which ought to have been paid up, at the ought to have been paid up, at the commencement of the winding up on the commencement of the winding up on the shares held by them respectively. If in a shares held by them respectively. If in a winding up the assets available for distribution winding up the assets available for amongst the members shall be more than distribution amongst the members shall be sufficient to repay the whole of the capital more than sufficient to repay the whole of the paid up at the commencement of the winding capital paid up at the commencement of the up, the excess shall be distributed amongst the winding up, the excess shall be distributed members in proportion to the capital paid up at amongst the members in proportion to the the commencement of the winding up on the capital paid up at the commencement of the shares held by them respectively. This Article winding up on the shares held by them is to be without prejudice to the rights of the respectively. This Article is to be without holders of shares issued upon special terms prejudice to the rights of the holders of shares and conditions. issued upon special terms and conditions.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Currently in force 32.3 In the event of a winding-up of the Company in Hong Kong, every member who is not for the time being in Hong Kong shall be bound, within 14 days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgments in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee, whether appointed by the member or the liquidator, shall be deemed to be good personal service on such member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted.

Proposed to be amended as ~~32.3~~ ~~3~~ 2.4 In the event of a winding-up of the Company in Hong Kong, every member who is not for the time being in Hong Kong shall be bound, within 14 days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgments in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee, whether appointed by the member or the liquidator, shall be deemed to be good personal service on such member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [120 x 34] intentionally omitted <==

Abbisko Cayman Limited 和譽開曼有限責任公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2256)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Abbisko Cayman Limited (the “ Company ”) will be held at Linde Conference Room, Floor 12B, Building 1, No. 515 Huanke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, on Wednesday, June 14, 2023 at 10:00 a.m. to consider and, if thought fit, transact the following businesses:

ORDINARY RESOLUTIONS

1. To approve the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “ Directors ”) and auditor of the Company for the year ended December 31, 2022.

2. (a) To re-elect Dr. Xu Yao-Chang as an Executive Director.

3. (b) To re-elect Dr. Yu Hongping as an Executive Director.

4. (c) To re-elect Dr. Chen Zhui as an Executive Director.

5. To authorize the Board to fix the remuneration of the Directors.

6. To re-appoint Ernst & Young as auditor of the Company and to authorize the Board to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions with or without amendments:

“ THAT :

• (a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of US$0.00001 each in the share capital of the Company (the “ Shares ”), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

   • (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution.”

SPECIAL RESOLUTION

1. To consider and, if thought fit, pass with or without modification the following resolution as a special resolution:

2. “ THAT the amendments to the eighth amended and restated memorandum and articles of association of the Company (the “ Memorandum and Articles of Association ”) set out in Appendix III to this circular of the Company of which this notice forms part be and are hereby approved and the ninth amended and restated Memorandum and Articles of Association (a copy of which having been produced before the AGM and signed by the chairman of the AGM for the purpose of identification) be and is hereby adopted as the new memorandum and articles of association of the Company.”

Yours faithfully, By order of the Board Abbisko Cayman Limited Dr. Xu Yao-Chang Chairman

Hong Kong, April 21, 2023

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Friday, June 9, 2023 to Wednesday, June 14, 2023, both dates inclusive, during which period no transfer of Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Thursday, June 8, 2023.

2. A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or, if he or she is the holder of two or more Shares, more proxies to attend and vote instead of him or her. A proxy need not be a member of the Company.

3. In the case of joint holders of Shares in the Company, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members of the Company.

4. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the AGM.

5. With respect to resolution numbered 2 in this notice, Dr. Xu Yao-Chang, Dr. Yu Hongping and Dr. Chen Zhui shall retire from office of directorship and shall offer themselves for re-election in accordance with the Articles. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated April 21, 2023.

As at the date of this notice, the Board comprises Dr. Xu Yao-Chang, Dr. Yu Hongping and Dr. Chen Zhui as Executive Directors; Dr. Xia Gavin Guoyao and Ms. Tang Yanmin as Non-Executive Directors; and Dr. Sun Piaoyang, Mr. Sun Hongbin and Mr. Wang Lei as Independent Non-Executive Directors.

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