AIM Vaccine Co., Ltd. — Proxy Solicitation & Information Statement 2023

Nov 9, 2023

AIM Vaccine Co., Ltd. 艾美疫苗股份有限公司

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

(Stock Code: 06660)

FORM OF PROXY FOR HOLDERS OF H SHARES FOR THE 2023 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON NOVEMBER 28, 2023

I/We [(Note][1)]

of

of	of
being the holder(s) of overseas listed foreign share(s) (“H Share(s)”)(Note 2) of AIM Vaccine Co.,
Ltd. (the “Company”), hereby appoint the chairman of the 2023 second extraordinary general	meeting (the “EGM”)
or
of
as my/our proxy to attend the EGM of the Company to be held at Meeting Room, 43/F, Building 1, Lujiazui Century Financial Plaza, No. 729	Yanggao South Road, Pudong New
District, Shanghai, the People’s Republic of China at 9:30 a.m. on November 28, 2023 and to vote for me/us as indicated below. Unless otherwise stated, capitalized terms used herein
shall have the same meanings as that defined in the circular of the Company dated November 10, 2023 (the “Circular”).

Please tick or insert the number of H Shares in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][3)] .

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS				For		Against		Abstain
1.	Resolutions on the election	of directors of the Board of Directors in the second session (each being a separate
	resolution):
	(a) To consider and approve the resolution on the proposed re-election of Mr. Yan ZHOU as executive director
	of the Board of Directors in the second session, and to authorize the chairman of the Board of Directors or
	any executive director of the Company to enter into service			contracts		or such other documents or
	supplementary agreements or deeds with him. During his term of office, the Company is not required to pay
	any director’s fee for his serving as an executive director.
	(b) To consider and approve the resolution on the proposed re-election of Mr. Wen GUAN as executive director
	of the Board of Directors in the second session, and to authorize the chairman of the Board of Directors or
	any executive director of the Company to enter into service			contracts		or such other documents or
	supplementary agreements or deeds with him. During his term of office, the Company is not required to pay
	any director’s fee for his serving as an executive director.
	(c) To consider and approve the resolution on the proposed re-election of Mr. Shaojun JIA as executive director
	of the Board of Directors in the second session, and to authorize the chairman of the Board of Directors or
	any executive director of the Company to enter into service			contracts		or such other documents or
	supplementary agreements or deeds with him. During his term of office, the Company is not required to pay
	any director’s fee for his serving as an executive director.
	(d) To consider and approve the resolution on the proposed re-election of Mr. Jie ZHOU as non-executive
	director of the Board of Directors in the second session, and to			authorize the chairman of the Board of
	Directors or any executive director of the Company to enter into service contracts or such other documents
	or supplementary agreements or deeds with him. During his term			of office, the Company is not required to
	pay any director’s fee for his serving as a non-executive director.
	(e) To consider and approve the resolution on the proposed re-election of Mr.					Xin ZHOU as non-executive
	director of the Board of Directors in the second session, and to			authorize the chairman of the Board of
	Directors or any executive director of the Company to enter into service contracts or such other documents
	or supplementary agreements or deeds with him. During his term			of office, the Company is not required to
	pay any director’s fee for his serving as a non-executive director.
	(f) To consider and approve the resolution on the proposed re-election of				Mr. Jichen ZHAO as non-executive
	director of the Board of Directors in the second session, and to			authorize the chairman of the Board of
	Directors or any executive director of the Company to enter into service contracts or such other documents
	or supplementary agreements or deeds with him. During his term			of office, the Company is not required to
	pay any director’s fee for his serving as a non-executive director.
	(g) To consider and approve the resolution on the proposed re-election of				Ms. Aijun WANG as non-executive
	director of the Board of Directors in the second session, and to			authorize the chairman of the Board of
	Directors or any executive director of the Company to enter into service contracts or such other documents
	or supplementary agreements or deeds with her. During her term of office, the Company is not required to
	pay any director’s fee for her serving as a non-executive director.
	(h) To consider and approve the resolution on the proposed re-election of Professor Ker Wei PEI as independent
	non-executive director of the Board of Directors in the second session,				and to	authorize the chairman of the
	Board of Directors or any executive director of the Company to enter				into service contracts or such other
	documents or supplementary agreements or deeds with him. During his term of					office, the Company shall pay
	him an annual allowance of RMB300,000 for his serving as an independent non-executive director.
	(i) To consider and approve the resolution on the proposed re-election of Mr. Xiaoguang GUO as independent
	non-executive director of the Board of Directors in the second session,				and to	authorize the chairman of the
	Board of Directors or any executive director of the Company to enter				into service contracts or such other
	documents or supplementary agreements or deeds with him. During his term of					office, the Company shall pay
	him an annual allowance of RMB300,000 for his serving as an independent non-executive director.
	(j) To consider and approve the resolution on the proposed re-election of Ms. Jie WEN as independent
	non-executive director of the Board of Directors in the second session,				and to	authorize the chairman of the
	Board of Directors or any executive director of the Company to enter				into service contracts or such other
	documents or supplementary agreements or deeds with her. During			her term of		office, the Company shall pay
	her an annual allowance of RMB300,000 for her serving as an independent non-executive director.
	(k) To consider and approve the resolution on the		proposed re-election of Mr. Hui OUYANG as independent
	non-executive director of the Board of Directors in the second session,				and to	authorize the chairman of the
	Board of Directors or any executive director of the Company to enter				into service contracts or such other
	documents or supplementary agreements or deeds with him. During his term of					office, the Company shall pay
	him an annual allowance of RMB300,000 for his serving as an independent non-executive director.

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ORDINARY RESOLUTIONS For Against Abstain
2. Resolutions on the election of Supervisors of the Board of Supervisors in the second session (each being a
separate resolution):
(a) To consider and approve the resolution on the proposed re-election of Mr. Tingfeng SONG as a Shareholder
representative Supervisor of the Board of Supervisors in the second session, and to authorize the chairman
of the Board of Directors or any executive director of the Company to enter into service contracts or such
other documents or supplementary agreements or deeds with him. During his term of office, the Company
shall pay him an annual allowance of RMB300,000 for his serving as a Shareholder representative
Supervisor.
(b) To consider and approve the resolution on the proposed re-election of Mr. Lun MA as a Shareholder
representative Supervisor of the Board of Supervisors in the second session, and to authorize the chairman
of the Board of Directors or any executive director of the Company to enter into service contracts or such
other documents or supplementary agreements or deeds with him. During his term of office, the Company
is not required to pay any remuneration for his serving as a Shareholder representative Supervisor.
SPECIAL RESOLUTIONS For Against Abstain
3. To consider and approve the resolution to change the existing registered office of the Company in the PRC to
Room 412, 4/F, Building 6, No. 105 Jinghai 3rd Road, Beijing Economic-Technological Development Area,
Beijing, and the relevant proposed amendments to the Articles of Association, and to authorize the directors of
the Company to deal with on behalf of the Company the relevant applications(s), approval(s), registration(s),
filing(s) and other relevant procedures or issues and to make further amendment(s) (where necessary) pursuant
to the requirements of the relevant governmental and/or regulatory authorities arising therefrom.
4. To consider and approve the resolution on the proposed amendments to the Articles of Association set out in
Appendix II to the Circular.
Signed this day of 2023 Signature(s) [(Note] [4)] :
Notes:
1. Full name(s) and address(es) (as shown in the register of members of H Shares) to be inserted in BLOCK CAPITALS .
2. Please insert the number of H Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the H Shares registered in your name(s).
3. IMPORTANT: If you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. If you wish to abstain from voting
on any resolution, tick in the box marked “Abstain”. Any abstain vote at the EGM shall be disregarded as voting rights for the purpose of calculating the result of that resolution, but will be counted
in the total number of voting shares. If you wish to vote only part of the H Shares in respect of which the proxy is so appointed, please state the exact number of H Shares in lieu of a tick in the relevant
box. A tick in the relevant box indicates that the votes attached to all the H Shares to which this form relates will be cast accordingly. Unless you have indicated otherwise in this form, your proxy will also
be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
4. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney
duly authorized. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
5. In case of joint holders, the vote of the joint holder whose name stands first in the register of members of H Shares and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion
of the votes of other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members of H Shares in respect of such joint holding.
6. In order 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 certified copy thereof, must be deposited at the Company’s H Share Registrar,
Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong at least 24 hours before the meetings (for the EGM, no later than 9:30 a.m. on November 27, 2023).
7. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM if you so wish.
8. All references to date and time herein refer to Hong Kong date and time.
9. The description of the resolutions is by way of summary only. The full text appears in the notice convening the EGM, which is set out in the Circular.
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PERSONAL INFORMATION COLLECTION STATEMENT

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