AIM Vaccine Co., Ltd. — Proxy Solicitation & Information Statement 2024

Feb 8, 2024

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 licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AIM Vaccine Co., Ltd. , you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND NOTICE OF THE 2024 FIRST EXTRAORDINARY

GENERAL MEETING

AIM Vaccine Co., Ltd. will convene the EGM at 10/F, South Building, Gangwu Building, No. 1 Fenghe Road, Pudong New District, Shanghai, the PRC at 10:00 a.m. on February 29, 2024. The notice of the EGM is set out on pages 14 to 15 of this circular. The form of proxy for use at the EGM is also enclosed herein. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.aimbio.com).

Holders of H Shares who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Share Registrar of the Company, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 10:00 a.m. on February 28, 2024) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if they so wish.

References to dates and time in this circular are to Hong Kong dates and time.

February 9, 2024

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix Proposed Amendments to the Articles of Association . . . . . . . . .	7
Notice of the 2024 First Extraordinary General Meeting . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company

• “Board”

the board of Directors of the Company

• “China” or “PRC” the People’s Republic of China, for the purpose of this circular and for geographical reference only and except where the context requires, references to “China” and the “PRC” in this circular do not include Hong Kong, the Macao Special Administrative Region of the PRC or Taiwan

• “Company” AIM Vaccine Co., Ltd. (艾美疫苗股份有限公司), a joint stock company incorporated in the PRC with limited liability on November 9, 2011, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 06660)

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

• “EGM”

• the 2024 first extraordinary general meeting of the Company to be held at 10:00 a.m. on February 29, 2024

• “H Share(s)”

• overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) listed on the Stock Exchange

• “H Share Registrar”

• Tricor Investor Services Limited

• “H Shareholder(s)”

• holder(s) of H Shares

• “HK$” or “Hong Kong Dollars”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• February 6, 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

– 1 –

DEFINITIONS

“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Share(s)”	share(s) in the share capital of the Company with a
	nominal value of RMB1.00 each, comprising Domestic
	Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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)

Executive Directors	Headquarters in the PRC
Yan ZHOU (周延) (chairman of the Board	25/F, Building A
and chief executive officer)	91 Jianguo Road
Wen GUAN (關文) (executive president)	Chaoyang, Beijing
Shaojun JIA (賈紹君) (executive president	PRC
and chief operating officer)
	Registered Office in the PRC
Non-Executive Directors	Room 412, 4/F
Jie ZHOU (周杰)	Building 6, No. 105 Jinghai 3rd Road
Xin ZHOU (周欣)	Beijing Economic-Technological Development Area
Jichen ZHAO (趙繼臣)	Beijing
Aijun WANG (王愛軍)	PRC
Independent Non-Executive Directors	Principal Place of Business
Ker Wei PEI	in Hong Kong
Xiaoguang GUO (郭曉光)	5/F, Manulife Place
Hui OUYANG (歐陽輝)	348 Kwun Tong Road
Jie WEN (文潔)	Kowloon
	Hong Kong

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the announcement of the Company dated February 8, 2024 in relation to, among others, the proposed amendments to the Articles of Association. The purpose of this circular is to provide you with the notice of the EGM and information in respect of the resolution to be proposed at the EGM to be held on February 29, 2024, so as to enable you to make an informed decision as to whether to vote in favour of or against such resolution at the EGM.

– 3 –

LETTER FROM THE BOARD

At the EGM, a special resolution will be proposed to consider and approve the proposed amendments to the Articles of Association as set out in the Appendix to this circular.

In order to enable you to have a better understanding of the resolution to be proposed at the EGM and to make an informed decision in the circumstances where sufficient and necessary information are available, we have provided detailed information in this circular to the Shareholders.

II. MATTER TO BE CONSIDERED AT THE EGM

The Board is pleased to announce that Mr. Xin ZHOU (currently a non-executive Director) has been elected as the executive vice-chairman of the Board and Mr. Wen GUAN (currently an executive Director and an executive president of the Company) has been elected as the vice-chairman of the Board, each effective from the date of passing of a special resolution at the EGM approving the proposed amendments to the Articles of Association to set up the positions of executive vice-chairman and vice-chairman in the Board. Accordingly, the Board has proposed to amend certain articles of the Articles of Association (the “ Proposed Amendments ”) to adjust the provisions in respect of, among others, the composition of the Board.

Details of the Proposed Amendments are set out in the Appendix to this circular. Save as disclosed in the Appendix to this circular, the contents of the other articles of the Articles of Association remain unchanged.

The Proposed Amendments are subject to the passing of a special resolution by the Shareholders at the EGM and will become effective upon the approval by the Shareholders at the EGM.

The Company has received a written confirmation from its Hong Kong legal advisers, confirming that the Proposed Amendments conform with the requirements of the Listing Rules. The Company has also received a written confirmation from its PRC legal advisers, confirming that the Proposed Amendments conform with the laws of the PRC. The Company confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

III. THE EGM

The EGM will be held at 10:00 a.m. on February 29, 2024 at 10/F, South Building, Gangwu Building, No. 1 Fenghe Road, Pudong New District, Shanghai, the PRC by the Company. Notice convening the EGM is set out on pages 14 to 15 of this circular and published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.aimbio.com).

– 4 –

LETTER FROM THE BOARD

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

In order to determine the Shareholders who are entitled to attend the EGM, the register of members of H Shares of the Company will be closed from February 26, 2024 to February 29, 2024, both days inclusive, during which period no transfer of H Shares will be registered. To be eligible to attend and vote at the EGM, unregistered Shareholders shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on February 23, 2024 for registration.

V. PROXY ARRANGEMENT

The form of proxy of the EGM is enclosed and published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the Company’s H Share Registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 10:00 a.m. on February 28, 2024) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

VI. 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.

VII. VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules and the Articles of Association, any vote of Shareholders at the 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 a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the EGM will exercise his or her power under the Articles of Association to demand a poll in relation to the proposed resolution at the EGM.

None of the Shareholders are required to abstain from voting on the proposed resolution at the EGM.

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LETTER FROM THE BOARD

VIII. RECOMMENDATION

The Board considers that the resolution in relation to the Proposed Amendments to be proposed at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the proposed resolution at the EGM.

By order of the Board AIM Vaccine Co., Ltd. Mr. Yan ZHOU

Chairman of the Board, executive Director and chief executive officer

Hong Kong, February 9, 2024

– 6 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Details of the Proposed Amendments are as follows (shown with strikethrough to denote text to be deleted and underline to denote text to be added):

Existing Provisions Amended Provisions Article 10 The senior management members Article 10 The senior management members referred to in the Articles of Association referred to in the Articles of Association represent the general manager (chief represent the general manager (chief executive officer (CEO)/president, deputy executive officer (CEO)/president, cogeneral manager (executive president), president, deputy general manager finance manager (CFO), secretary of the (executive president), finance manager Board of Directors of the Company and (CFO), secretary of the Board of Directors other personnel designated by the Board of of the Company and other personnel Directors. designated by the Board of Directors. Article 71 The shareholders’ general Article 71 The shareholders’ general meeting shall be convened by the Board and meeting shall be convened by the Board and presided over by the chairman of the Board. presided over by the chairman of the Board. Where the chairman cannot or fails to Where the chairman cannot or fails to perform his/her duties, half of the directors perform his/her duties, the executive vice or more shall jointly recommend one chairman of the Board of Directors shall director to preside over the meeting. If no perform the duties on his/her behalf. Where presider of the meeting is appointed, a the executive vice chairman of the Board of person may be elected at the shareholders’ Directors cannot or fails to perform his/her general meeting to act as the presider of the duties, the vice chairman of the Board of meeting. If the shareholders are unable to Directors shall perform the duties on his/her elect a presider of the meeting for any behalf. Where the vice chairman of the reason, the shareholder present who holds Board of Directors cannot or fails to perform the greatest number of voting shares his/her duties, half of the directors or more (including proxy thereof other than Hong shall jointly recommend one director to Kong Securities Clearing Company Limited) preside over the meeting. If no presider of shall preside over the meeting. the meeting is appointed, a person may be elected at the shareholders’ general meeting A shareholders’ general meeting convened to act as the presider of the meeting. If the by the Supervisory Committee itself shall be shareholders are unable to elect a presider of presided over by the chairman of the the meeting for any reason, the shareholder Supervisory Committee. If the chairman of present who holds the greatest number of the Supervisory Committee is unable or fails voting shares (including proxy thereof other to perform his/her duties, one supervisor than Hong Kong Securities Clearing shall be elected jointly by half or more of the Company Limited) shall preside over the supervisors to preside over the meeting. meeting.

Article 71 The shareholders’ general meeting shall be convened by the Board and presided over by the chairman of the Board. Where the chairman cannot or fails to perform his/her duties, half of the directors or more shall jointly recommend one director to preside over the meeting. If no presider of the meeting is appointed, a person may be elected at the shareholders’ general meeting to act as the presider of the meeting. If the shareholders are unable to elect a presider of the meeting for any reason, the shareholder present who holds the greatest number of voting shares (including proxy thereof other than Hong Kong Securities Clearing Company Limited) shall preside over the meeting.

A shareholders’ general meeting convened by the Supervisory Committee itself shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his/her duties, one supervisor shall be elected jointly by half or more of the supervisors to preside over the meeting.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Existing Provisions

The shareholders’ general meeting convened by shareholder(s) itself/themselves shall be presided over by a representative elected by the convener.

When a shareholders’ general meeting is held and the presider violates the Rules of Procedure in a way that makes it difficult for the shareholders’ general meeting to continue, a person may be elected at the shareholders’ general meeting to act as the presider of the meeting so as to carry on with the meeting, subject to the approval of more than one half of the attending shareholders with voting rights.

Article 107 The Board of Directors shall consist of 11 directors, with one chairman (being the chairman of the Board of Directors). At all times, the Board of Directors shall have more than one third independent directors, and the total number of independent directors shall not be less than four. At least one independent director shall have appropriate professional qualifications in line with regulatory requirements or be equipped with appropriate accounting or relevant financial management expertise.

Amended Provisions

A shareholders’ general meeting convened by the Supervisory Committee itself shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his/her duties, one supervisor shall be elected jointly by half or more of the supervisors to preside over the meeting.

The shareholders’ general meeting convened by shareholder(s) itself/themselves shall be presided over by a representative elected by the convener.

When a shareholders’ general meeting is held and the presider violates the Rules of Procedure in a way that makes it difficult for the shareholders’ general meeting to continue, a person may be elected at the shareholders’ general meeting to act as the presider of the meeting so as to carry on with the meeting, subject to the approval of more than one half of the attending shareholders with voting rights.

Article 107 The Board of Directors shall consist of 11 directors, with one chairman (being the chairman of the Board of Directors), one executive vice chairman (being the executive vice chairman of the Board of Directors) and one vice chairman (being the vice chairman of the Board of Directors). At all times, the Board of Directors shall have more than one third independent directors, and the total number of independent directors shall not be less than four. At least one independent director shall have appropriate professional qualifications in line with regulatory requirements or be equipped with appropriate accounting or relevant financial management expertise.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Existing Provisions			Amended Provisions
Article 108 The Board of Directors is			Article 108 The Board of Directors is
responsible to the shareholders’	general		responsible to the shareholders’	general
meeting and exercises the following			meeting and exercises the following
functions and powers:			functions and powers:
(I) to convene the shareholders’	general		(I) to convene the shareholders’	general
meeting and report on work	to	the	meeting and report on work	to	the
shareholders’ general meeting;			shareholders’ general meeting;
(II) to implement the resolutions	of	the	(II) to implement the resolutions	of	the
shareholders’ general meeting;			shareholders’ general meeting;
(III) to determine the business		and	(III) to determine the business		and
investment plans of the Company;			investment plans of the Company;

(IV) to devise the annual financial budget and closing account plans of the Company;

(IV) to devise the annual financial budget and closing account plans of the Company;

(V) to devise the profit distribution plans and loss recovery plans of the Company;

(V) to devise the profit distribution plans and loss recovery plans of the Company;

(VI) to formulate the plans for increasing or decreasing the Company’s registered capital, the issuance of bonds or other securities, as well as the listing of the Company;

(VI) to formulate the plans for increasing or decreasing the Company’s registered capital, the issuance of bonds or other securities, as well as the listing of the Company;

(VII) to formulate plans for major acquisitions of the Company, the buy-back of shares of the Company, or merger, division, dissolution and change of the form of the Company;

(VII) to formulate plans for major acquisitions of the Company, the buy-back of shares of the Company, or merger, division, dissolution and change of the form of the Company;

(VIII) to determine such matters as the Company’s external investment, purchase or sale of assets, asset pledge, external guarantee, entrusting wealth management, connected transaction and external financing within the scope authorized by the shareholders’ general meeting;

(VIII) to determine such matters as the Company’s external investment, purchase or sale of assets, asset pledge, external guarantee, entrusting wealth management, connected transaction and external financing within the scope authorized by the shareholders’ general meeting;

(IX) to determine such matters as investment, purchase or sale of assets, financing and connected transaction which shall be determined by the Board of Directors pursuant to the listing rules of the stock exchange where the Company’s shares are listed;

(IX) to determine such matters as investment, purchase or sale of assets, financing and connected transaction which shall be determined by the Board of Directors pursuant to the listing rules of the stock exchange where the Company’s shares are listed;

– 9 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Existing Provisions

(X) to decide on the setup of the Company’s internal management organization;

(XI) to appoint or dismiss the general manager (CEO/president) of the Company, the secretary of the Board of Directors; based on the nomination of the general manager (CEO/president), to appoint or dismiss senior management members of the Company such as deputy general manager (executive president) and finance manager (CFO) and determine their remunerations and rewards and punishments;

(XII) to set the basic management systems of the Company;

(XIII) to make the modification plan to the Articles of Association;

(XIV) to propose the appointment or replacement of the accounting firm that performs audits for the Company at the shareholders’ general meeting; (XV) to attend to the work report of the Company’s general manager (CEO/president) and review the work of the general manager (CEO/president); (XVI) to manage the disclosure of company information;

(XVII) other powers and duties authorized by the laws, administrative regulations, departmental rules, regulatory rules of the place where the Company’s shares are listed or the Articles of Association.

Amended Provisions

(X) to decide on the setup of the Company’s internal management organization;

(XI) to appoint or dismiss the general manager (CEO/president) and co-president of the Company, the secretary of the Board of Directors; based on the nomination of the general manager (CEO/president), to appoint or dismiss senior management members of the Company such as deputy general manager (executive president) and finance manager (CFO) and determine their remunerations and rewards and punishments;

(XII) to set the basic management systems of the Company;

(XIII) to make the modification plan to the Articles of Association;

(XIV) to propose the appointment or replacement of the accounting firm that performs audits for the Company at the shareholders’ general meeting;

(XV) to attend to the work report of the Company’s general manager (CEO/president) and review the work of the general manager (CEO/president); (XVI) to manage the disclosure of company information;

(XVII) other powers and duties authorized by the laws, administrative regulations, departmental rules, regulatory rules of the place where the Company’s shares are listed or the Articles of Association.

– 10 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Existing Provisions

Amended Provisions

Article 111 The chairman of the Board of Article 111 The chairman of the Board of Directors shall be elected and dismissed by a Directors, executive vice chairman of the majority of all directors. The term of office Board of Directors and vice chairman of the of the chairman shall be three years and is Board of Directors shall be elected and renewable upon re-election. dismissed by a majority of all directors. The term of office ~~of the chairman~~ shall be three years and is renewable upon re-election. Article 113 In the event that the chairman of Article 113 In the event that the chairman of the Board of Directors is unable to or does the Board of Directors is unable to or does not perform his/her duties, a director elected not perform his/her duties, the executive by more than one half of all directors may vice chairman of the Board of Directors perform his/her duties. shall perform the duties on his/her behalf. In the event that the executive vice chairman of the Board of Directors is unable to or does not perform his/her duties, the vice chairman of the Board of Directors shall perform the duties on his/her behalf. In the event that the vice chairman of the Board of Directors is unable to or does not perform his/her duties, a director elected by more than one half of all directors may perform his/her duties.

Article 113 In the event that the chairman of the Board of Directors is unable to or does not perform his/her duties, a director elected by more than one half of all directors may perform his/her duties.

Article 128 The Company shall have one Article 128 The Company shall have one general manager (CEO/president), and shall general manager (CEO/president), and shall have a deputy general manager (executive have a co-president, deputy general manager president), finance manager (CFO), and (executive president), finance manager secretary of the Board of Directors, all of (CFO), and secretary of the Board of whom shall be appointed or dismissed by the Directors, all of whom shall be appointed or Board of Directors. dismissed by the Board of Directors.

– 11 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Existing Provisions	Amended Provisions
Article 132 The general manager	Article 132 The general manager
(CEO/president) is responsible to the Board	(CEO/president) is responsible to the Board
of Directors and exercises the following	of Directors and exercises the following
powers:	powers:
(I) to be in charge of the production and	(I) to be in charge of the production and
operational management of the Company,	operational management of the Company,
organize the enforcement of resolutions of	organize the enforcement of resolutions of
the Board of Directors and report to the	the Board of Directors and report to the
Board of Directors on work;	Board of Directors on work;
(II) to organize the implementation of the	(II) to organize the implementation of the
annual operation plans and investment	annual operation plans and investment
schemes of the Company;	schemes of the Company;
(III) to formulate the structure scheme of the	(III) to formulate the structure scheme of the
internal management department of the	internal management department of the
Company;	Company;
(IV) to formulate the fundamental	(IV) to formulate the fundamental
management policies of the Company;	management policies of the Company;
(V) to formulate the specific management	(V) to formulate the specific management
rules of the Company;	rules of the Company;
(VI) to propose to the Board of Directors the	(VI) to propose to the Board of Directors the
appointment or dismissal of the Company’s	appointment or dismissal of the Company’s
deputy general manager (executive	deputy general manager (executive
president) and finance manager (CFO);	president) and finance manager (CFO);
(VII) to decide on the appointment or	(VII) to decide on the appointment or
dismissal of responsible management	dismissal of responsible management
personnel except those whose appointment	personnel except those whose appointment
or dismissal shall be determined by the	or dismissal shall be determined by the
Board of Directors;	Board of Directors;
(VIII) to make decisions on matters such as	(VIII) to make decisions on matters such as
the Company’s external investment, asset	the Company’s external investment, asset
disposal, and connected transactions in	disposal, and connected transactions in
accordance with the authorization of the	accordance with the authorization of the
Company’s Board of Directors and the	Company’s Board of Directors and the
shareholders’ general meeting;	shareholders’ general meeting;

– 12 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Existing Provisions		Amended Provisions
(IX) to decide on and sign business contracts		(IX) to decide on and sign business contracts
during daily operations on behalf of the		during daily operations on behalf of the
Company;		Company;
(X) to review various expenses incurred		(X) to review various expenses incurred
during daily operation and management		during daily operation and management
activities, and sign and issue daily		activities, and sign and issue daily
administrative and business documents;		administrative and business documents;
(XI) to formulate the scheme of salary,		(XI) to formulate the scheme of salary,
welfare, reward and punishment for the		welfare, reward and punishment for the
employees of the Company, and decide on		employees of the Company, and decide on
the employment and dismissal of the		the employment and dismissal of the
employees;		employees;
(XII) other functions and powers authorized		(XII) other functions and powers authorized
by the Articles of Association and the Board		by the Articles of Association and the Board
of Directors.		of Directors.
The general manager (CEO/president) shall		The general manager (CEO/president) and
attend the Board meetings without voting		the co-president shall attend the Board
rights; if the general manager		meetings without voting rights; if the
(CEO/president) is not a director of the		general manager (CEO/president) or the co-
Company, he/she shall not have the right to		president is not a director of the Company,
vote at Board meetings.		he/she shall not have the right to vote at
		Board meetings.

– 13 –

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 first extraordinary general meeting (the “ EGM ”) of AIM Vaccine Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on February 29, 2024 at 10/F, South Building, Gangwu Building, No. 1 Fenghe Road, Pudong New District, Shanghai, the People’s Republic of China for the following purposes:

SPECIAL RESOLUTION

1. To consider and approve the resolution on the proposed amendments to the Articles of Association as set out in the Appendix to the circular of the Company dated February 9, 2024.

By order of the Board AIM Vaccine Co., Ltd. Mr. Yan ZHOU Chairman of the Board,

executive Director and chief executive officer

Hong Kong, February 9, 2024

– 14 –

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. The resolution at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at https://www.aimbio.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

2. Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a Shareholder of the Company.

3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the H Share Registrar of the Company, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares), at least 24 hours before the EGM (i.e. before 10:00 a.m. on February 28, 2024) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.

4. For the purpose of determining the list of holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from February 26, 2024 to February 29, 2024, both days inclusive, during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of the H Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on February 23, 2024 for registration.

5. In case of joint Shareholders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

6. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

7. A Shareholder or his/her proxy should produce proof of identity when attending the EGM.

8. Contact information of the meeting:

The Office of the Board of AIM Vaccine Co., Ltd.

Address: Room 412, 4/F, Building 6, No. 105 Jinghai 3rd Road, Beijing Economic-Technological Development Area, Beijing Postal code: 100000

Phone: +86 10-8595 0621 Email: aim.securities@aimbio.com

1. Further details of the resolution are set out in the circular of the Company dated February 9, 2024. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular.

2. References to dates and time in this notice are to Hong Kong dates and time.

As at the date of this notice, the Board of the Company comprises Mr. Yan ZHOU, Mr. Wen GUAN and Mr. Shaojun JIA as executive directors; Mr. Jie ZHOU, Mr. Xin ZHOU, Mr. Jichen ZHAO and Ms. Aijun WANG as non-executive directors; and Professor Ker Wei PEI, Mr. Xiaoguang GUO, Ms. Jie WEN and Mr. Hui OUYANG as independent non-executive directors.

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