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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ascentage Pharma Group International, you should at once hand this circular, together with the enclosed 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 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.

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ASCENTAGE PHARMA GROUP INTERNATIONAL 亞盛醫藥集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6855)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover shall have the same meanings as those defined in this circular.

A notice convening the annual general meeting of Ascentage Pharma Group International to be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2022 at 10:00 a.m. is set out on pages 35 to 40 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com).

Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the annual general meeting (i.e. not later than 10:00 a.m. on May 17, 2022) or the adjourned meeting (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 annual general meeting if they so wish.

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

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING (“AGM”)

Please refer to page 1 of this circular for the measures to be implemented at the AGM to safeguard the health and safety of the attendees and to prevent the spread of the Novel Coronavirus (“ COVID-19 ”) pandemic, including without limitation:

• compulsory body temperature check • compulsory wearing of surgical face mask • no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue or be required to leave the AGM venue. The Company reminds all Shareholders that physical attendance in person at the AGM is NOT necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person.

April 14, 2022

CONTENTS

	Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
2. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
3. Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . .	8
4. Proposed Granting of General Mandate to Repurchase Shares. . . . . . . . . . . . . . . . . .	9
5. Proposed Amendments to the Memorandum and Articles of Association . . . . . . . . . .	9
6. Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
8. Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
9. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I — Details of the Retiring Directors Proposed to be
Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . .	13
Appendix II — Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . .	17
Appendix III — Proposed Amendments to the Memorandum and
Articles of Association. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic, the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including without limitation:

(i) compulsory body temperature check will be conducted on every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.2 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
(ii) each attendee is required to prepare his/her own surgical face mask and wear the same inside the AGM venue at all times, and to maintain a safe distance between seats; and
(iii) no corporate gifts will be distributed and no refreshments will be served.

To the extent permitted under applicable laws, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

In the interest of all attendees’ health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

A form of proxy for use at the AGM is enclosed with this circular and can also be downloaded from the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com). In order to be valid, the signed and completed proxy form must be deposited at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 10:00 a.m. on May 17, 2022) or the adjourned meeting (as the case may be). If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodian or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

– 1 –

DEFINITIONS

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

“2021 Annual Report”
the annual report of the Company for the year ended December 31, 2021
“2021 RSU Scheme” the restricted share unit scheme of the Company approved by the Board on February 2, 2021 for adoption, in its present form or amended from time to time
“AGM”
the annual general meeting of the Company to be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2022 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of AGM which is set out on pages 35 to 40 of this circular, or any adjournment thereof
“Articles of Association” the articles of association of the Company, as amended and restated from time to time
“Board” the board of Directors
“China” or “the PRC” the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Company” Ascentage Pharma Group International (亞盛醫藥集團), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6855)
“Director(s)” the director(s) of the Company
“Dr. Guo”
Dr. Guo Edward Ming, our chief operating officer and a Substantial Shareholder
“Dr. Wang” Dr. Wang Shaomeng, our non-executive director and a Substantial Shareholder

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DEFINITIONS

“Dr. Yang” Dr. Yang Dajun, our chairman, chief executive officer, a Substantial Shareholder, and spouse of Dr. Zhai
“Dr. Zhai” Dr. Zhai Yifan, our chief medical officer, a Substantial Shareholder, and spouse of Dr. Yang
“Founders Family Trusts” Yang Family Trust, Wang Family Trust and Guo Family Trust
“Group” the Company and its subsidiaries
“Guo Family Trust” Ming Edward Guo Dynasty Trust, a discretionary family trust established by Dr. Guo as settlor for the benefits of Dr. Guo’s family members, of which South Dakota Trust is a trustee
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Issuance Mandate”
a general unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of AGM as set out on pages 35 to 40 of this circular
“Latest Practicable Date”
April 6, 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Date”
October 28, 2019, being the date on which the Shares are listed on the Main Board of the Stock Exchange
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Memorandum and Articles of Association”
the memorandum and articles of association of the Company, as amended and restated from time to time

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DEFINITIONS

“New Memorandum and Articles of the amended and restated Memorandum and Articles of Association” Association of the Company incorporating and consolidating all the Proposed Amendments, proposed to be adopted by the Company at the AGM
“Nomination Committee” the nomination committee of the Company “Pre-IPO Share Option Scheme” the pre-IPO share option scheme adopted by the Company on July 13, 2018, the details of which are set out in “Appendix IV — Statutory and General Information — D. Employee Incentive Schemes — 1. Pre-IPO Share Option Scheme” in the Prospectus
“Proposed Amendments” the proposed amendments to the Memorandum and Articles of Association as set out in Appendix III to this circular
“Prospectus” the prospectus of the Company dated October 16, 2019 “Repurchase Mandate” a general unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of AGM as set out on pages 35 to 40 of this circular
“RSU(s)” restricted share unit(s) “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)” ordinary share(s) of US$0.0001 each in the issued capital of the Company
“Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “South Dakota Trust” South Dakota Trust Company LLC, the trustee of each of Founders Family Trusts and Zhai Family Trust

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DEFINITIONS

“Substantial Shareholder(s)”
has the meaning ascribed to it/them under the Listing Rules and unless the context otherwise requires refers to Dr. Yang, Dr. Wang, Dr. Zhai, Dr. Guo, Ascentage Limited and HealthQuest Pharma Limited
“Takeovers Code”
The Code on Takeovers and Mergers as amended from time to time
“USD” United States dollars, the lawful currency of the United States
“Wang Family Trust” Shaomeng Wang Dynasty Trust, a discretionary family trust established by Dr. Wang as settlor for the benefits of Dr. Wang’s family members, of which South Dakota Trust is a trustee
“Yang Family Trust” Dajun Yang Dynasty Trust, a discretionary family trust established by Dr. Yang as settlor for the benefits of Dr. Yang’s family members, of which South Dakota Trust is a trustee
“Zhai Family Trust” Yifan Zhai Dynasty Trust, a discretionary family trust established by Dr. Zhai as settlor for the benefits of Dr. Zhai’s family members, of which South Dakota Trust is a trustee
“%” per cent

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LETTER FROM THE BOARD

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ASCENTAGE PHARMA GROUP INTERNATIONAL 亞盛醫藥集團

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 6855)

Executive Director: Dr. Yang Dajun

Non-executive Directors:

Dr. Wang Shaomeng Dr. Tian Yuan Dr. Lu Simon Dazhong Mr. Liu Qian

Independent non-executive Directors: Mr. Ye Changqing Dr. Yin Zheng Mr. Ren Wei Dr. David Sidransky

Registered Office: Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands

Headquarters and Principal Place of Business in China: 68 Xinqing Road Suzhou Industrial Park Suzhou, Jiangsu China

Principal Place of Business in Hong Kong: 9/F, Wah Yuen Building 149 Queen’s Road Central Central Hong Kong

April 14, 2022

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed, and if thought fit, to be approved at the AGM in respect of (i) the proposed re-election of retiring Directors; (ii) the proposed granting of the Issuance Mandate; (iii) the proposed granting of the Repurchase Mandate; and (iv) the proposed amendments to the Memorandum and Articles of Association.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 108(a) of the Articles of Association, Mr. Ye Changqing, Dr. Yin Zheng and Mr. Ren Wei will retire by rotation and being eligible, will offer themselves for re-election of the AGM.

Recommendation from the Nomination Committee

In identifying suitable candidates for independent non-executive Director, the Nomination Committee shall consider candidates on merit and against the objective criteria, with due regard for the benefits of diversity on the Board. The factors considered by the Nomination Committee in assessing the suitability of a proposed candidate for independent non-executive Director include: (i) reputation for integrity; (ii) accomplishment and professional knowledge and industry experience which may be relevant to the Group; (iii) commitment in respect of available time, interest and attention to the businesses of the Group; (iv) perspectives, skills and experience that the individual can bring to the Board; (v) diversity in all its aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service; (vi) Board succession planning considerations and long term objectives of the Group; and (vii) the independence of such candidate with reference to, among other things, the requirements as set out in Rule 3.13 of the Listing Rules.

The Nomination Committee had assessed and reviewed the written confirmation of independence of each of Mr. Ye Changqing, Dr. Yin Zheng and Mr. Ren Wei based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that each of Mr. Ye Changqing, Dr. Yin Zheng and Mr. Ren Wei remains independent in accordance with Rule 3.13 of the Listing Rules. The Nomination Committee also took into account the diversity aspects in respect of the re-election of Mr. Ye Changqing, Dr. Yin Zheng and Mr. Ren Wei, with due regard for the benefits of diversity on the Board. In particular, Mr. Ye Changqing has tremendous expertise in professional accounting, financial advisory and investment, which is of particular relevance to the supervision of the Group’s strategy and performance. Dr. Yin Zheng is a scholar possessing strong analytical skills, and is currently working in the commercial sector, which enable

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LETTER FROM THE BOARD

him to provide valuable and independent guidance to the Group’s business. Mr. Ren Wei is a lawyer who has extensive experience in legal and regulatory matters and possesses strong business management expertise. Having considered the background and past experience of Mr. Ye Changqing, Dr. Yin Zheng and Mr. Ren Wei as mentioned above and as set out in Appendix I of this circular, the Nomination Committee is of the view that they are appropriate candidates to stand for election and their appointment would further enhance the Board’s diversity and performance.

The Nomination Committee is also of the view that each of Mr. Ye Changqing, Dr. Yin Zheng and Mr. Ren Wei has provided valuable contributions to the Company and has demonstrated their abilities to provide independent, balanced and objective view to the Company’s affairs supported by their own perspectives, skills and experience.

Each of Mr. Ye Changqing and Mr. Ren Wei is a member of the Nomination Committee, and has abstained from voting on the resolution in relation to his nomination for re-election as an independent non-executive Director.

Details of the retiring Directors proposed to be re-elected are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

The current general mandate granted to the Directors to issue Shares pursuant to the ordinary resolution passed at the annual general meeting held on May 10, 2021 will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of AGM as set out on pages 35 to 40 of this circular (i.e. a total of 52,588,074 Shares on the basis that no further Shares are issued or repurchased before the AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

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LETTER FROM THE BOARD

4. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

The current general mandate granted to the Directors to repurchase Shares pursuant to the ordinary resolution passed at the annual general meeting held on May 10, 2021 will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not more than 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of AGM as set out on pages 35 to 40 of this circular (i.e. a total of 26,294,037 Shares on the basis that no further Shares are issued or repurchased before the AGM). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.

5. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated March 21, 2022 in relation to the proposed amendments to the Memorandum and Articles of Association. The reasons for the Proposed Amendments are principally to reflect and align with changes to the requirements under the amended Appendix 3 of the Listing Rules which took effect on January 1, 2022, and to make necessary updates to certain other provisions of the Memorandum and Articles of Association.

The Proposed Amendments are briefly summarized below:

To clarify that at least three-fourths of the voting rights of the Shareholder(s) of the Company holding shares in that class to which the rights are attached shall be required to approve a change to those rights, and the quorum for such meeting shall be holders of at least one-third of the issued shares of that class;
To clarify that the Company must hold a general meeting for each financial year as its annual general meeting, and specify that such annual general meeting must be held within six months after the end of the Company’s financial year;

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LETTER FROM THE BOARD

To specify that the minimum stake of the Shareholder(s) of the Company which is required to convene an extraordinary general meeting and add resolutions to a meeting agenda shall be at least 10% of the voting rights on a one vote per share basis in the share capital of the Company;
To provide that Shareholders of the Company must have the right to: (a) speak at general meetings of the Company; and (b) vote at a general meeting except where a Shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration;
To clarify that any person appointed by the Directors to fill a casual vacancy or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his appointment;
To provide that, while Shareholders of the Company in general meeting shall have the power by ordinary resolution to remove any Director, such removal shall be without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company;
To clarify that the appointment, removal and remuneration of auditors must be approved by a majority of the Company’s shareholders or other body that is independent of the Board; and
To make other miscellaneous amendments to update, modernize or clarify provisions where it is considered desirable.

The Board proposed to put forward to the Shareholders at the AGM a special resolution to approve the Proposed Amendments and to adopt the New Memorandum and Articles of Association in the form to be tabled at the AGM in substitution for, and to the exclusion of, the Memorandum and Articles of Association. For details of the proposed amendments to the Memorandum and Articles of Association, please refer to Appendix III to this circular.

6. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from May 16, 2022 to May 19, 2022, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents

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LETTER FROM THE BOARD

accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on May 13, 2022.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of AGM is set out on pages 35 to 40 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must 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. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on May 17, 2022) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting at the Annual General Meeting.

8. RECOMMENDATION

The Directors consider that (i) the proposed re-election of retiring Directors; (ii) the proposed granting of the Issuance Mandate; (iii) the proposed granting of the Repurchase Mandate; and (iv) the proposed amendments to the Memorandum and Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

9. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By Order of the Board Ascentage Pharma Group International Dr. Yang Dajun

Chairman and Executive Director

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the AGM.

Mr. Ye Changqing, Independent non-executive Director

Ye Changqing (葉長青) (“ Mr. Ye ”), aged 51, was appointed as an independent non-executive Director on June 13, 2019. He is primarily responsible for supervising and providing independent judgement to our Board.

Mr. Ye has over 29 years of experience in professional accounting, financial advisory and investment. From April 1993 to January 2011, Mr. Ye worked at the China office of PricewaterhouseCoopers, with his last position as the partner and service line leader of the firm’s advisory services and transaction services. From February 2011 to December 2015, Mr. Ye served as the managing director, chief financial officer and a member of the investment committee at CITIC Private Equity Funds (中信產業基金) (a PRC-based private equity fund). Since May 2016, Mr. Ye has been an independent director of Baozun Inc., a company listed on NASDAQ (stock code: BZUN) (the holding company of a PRC-based provider of e-commerce business solutions) and subsequently the company also listed on the Stock Exchange (stock code: 9991) on September 29, 2020. Since October 2018, Mr. Ye has been an independent non-executive director of Niu Technologies (stock code: NIU) (the holding company of a PRC-based manufacturer of e-scooter). Since December 2018, Mr. Ye has been an independent non-executive director of Luzhou City Commercial Bank Co., Ltd. (stock code: 1983). Since June 2019, Mr. Ye has been an independent non-executive director of Jinxin Fertility Group Limited (stock code: 1951). Since September 2019, Mr. Ye has also been an independent non-executive director of Hygeia Healthcare Holdings Co., Limited (stock code: 6078).

Mr. Ye obtained a Bachelor’s degree in Journalism from Huazhong University of Science and Technology (華中理工大學) (now renamed as 華中科技大學) in July 1992, and a Master’s degree in Business Administration from the University of Warwick in the United Kingdom in November 1999. Mr. Ye has been a Certified Public Accountant of the PRC since December 1994. Mr. Ye is our Director with appropriate professional accounting or related financial management expertise for the purpose of Rule 3.10(2) of the Listing Rules through his experiences listed above.

Mr. Ye entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, unless terminated by either party before expiry of the existing term, and is subject to retirement by rotation in accordance with the Articles of Association. Pursuant to the resolutions passed by the Shareholders at the annual general meeting and the extraordinary general meeting of the Company held on May 10, 2021 and September 20, 2021, respectively, Mr. Ye was entitled to receive remuneration comprising US$60,000 in cash per

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

annum, together with an aggregate of 8,964 RSUs granted under the 2021 RSU Scheme with the value of the underlying shares on the date of grant being US$60,000 during the term of service. As at the Latest Practicable Date, Mr. Ye has an interest in 8,964 Shares, being the underlying Shares of the RSUs granted to him pursuant to the 2021 RSU Scheme. Such remuneration (i) was recommended by the remuneration committee of the Company and approved by the Board with reference to, among other things, (a) his duties and responsibilities within the Company; (b) the prevailing market conditions; and (c) the continuous expansion of the business scale and continuously heightening requirements on corporate governance of the Company over recent years. For further details of the 2021 RSU Scheme and the grant of RSUs thereunder, please refer to the relevant announcements of the Company dated February 2, 2021, May 21, 2021, June 18, 2021, June 25, 2021, July 14, 2021 and July 23, 2021, as well as the circular of the Company dated August 31, 2021.

Save as disclosed above, Mr. Ye (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.

Dr. Yin Zheng, Independent non-executive Director

Yin Zheng (尹正) (“ Dr. Yin ”), Ph.D., aged 50, was appointed as an independent non-executive Director on June 13, 2019. He is primarily responsible for supervising and providing independent judgement to the board of directors.

Dr. Yin worked as research scientist at S*Bio Pte Ltd from September 2000 to April 2004. He then worked as principal scientist at Novartis Institute for Tropical Diseases Pte Ltd until December 2008. Dr. Yin served as a vice dean of school of pharmacy from July 2009 to November 2011, and dean of school of pharmacy from November 2011 to April 2015 at Nankai University. He also served as a professor at Tsinghua University. Dr. Yin joined SDIC Fund Management Co., Ltd. as executive director and then managing director responsible for pharma/biotech sector between August 2016 and July 2018. Since August 2018, he has been serving as the executive director and manager of Sany Innova (Beijing) Investment Management Co., Ltd (三一創新(北京)投資管理有限公司).

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Dr. Yin obtained a Bachelor’s degree and Master’s degree in Science from Nankai University (南開大學) in July 1994 and July 1997 respectively. He obtained his Doctoral degree in Chemistry from National University of Singapore in August 2001.

Dr. Yin entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, unless terminated by either party before expiry of the existing term, and is subject to retirement by rotation in accordance with the Articles of Association. Pursuant to the resolutions passed by the Shareholders at the annual general meeting and the extraordinary general meeting of the Company held on May 10, 2021 and September 20, 2021 respectively, Dr. Yin was entitled to receive remuneration comprising US$60,000 in cash per annum, together with an aggregate of 8,964 RSUs granted under the 2021 RSU Scheme with the value of the underlying shares on the date of grant being US$60,000 during the term of service. As at the Latest Practicable Date, Dr. Yin has an interest in 8,964 Shares, being the underlying Shares of the RSUs granted to him pursuant to the 2021 RSU Scheme. Such remuneration (i) was recommended by the remuneration committee of the Company and approved by the Board with reference to, among other things, (a) his duties and responsibilities within the Company; (b) the prevailing market conditions; and (c) the continuous expansion of the business scale and continuously heightening requirements on corporate governance of the Company over recent years. For further details of the 2021 RSU Scheme and the grant of RSUs thereunder, please refer to the relevant announcements of the Company dated February 2, 2021, May 21, 2021, June 18, 2021, June 25, 2021, July 14, 2021 and July 23, 2021, as well as the circular of the Company dated August 31, 2021.

Save as disclosed above, Dr. Yin (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.

Mr. Ren Wei, Independent non-executive Director

Ren Wei (任為) (“ Mr. Ren ”), aged 41, was appointed as an independent non-executive Director on June 13, 2019. He is primarily responsible for supervising and providing independent judgement to the board of directors.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Mr. Ren has over 18 years of legal experience covering onshore and offshore securities issues, PRC-related mergers & acquisitions and foreign investment. He has been a lawyer in Jingtian & Gongcheng since March 2003 and has become a partner since January 2009.

Mr. Ren obtained a Bachelor’s degree in Law and a Bachelor’s degree in Economics both from the Peking University (北京大學) in July 2003. He has been qualified to practice law in the PRC since 2008.

Mr. Ren entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date, unless terminated by either party before expiry of the existing term, and is subject to retirement by rotation in accordance with the Articles of Association. Pursuant to the resolutions passed by the Shareholders at the annual general meeting and the extraordinary general meeting of the Company held on May 10, 2021 and September 20, 2021 respectively, Mr. Ren was entitled to receive remuneration comprising US$60,000 in cash per annum, together with an aggregate of 8,964 RSUs granted under the 2021 RSU Scheme with the value of the underlying shares on the date of grant being US$60,000 during the term of service. As at the Latest Practicable Date, Mr. Ren has an interest in 8,964 Shares as the underlying Shares of the RSUs granted to him pursuant to the 2021 RSU Scheme. Such remuneration (i) was recommended by the remuneration committee of the Company and approved by the Board with reference to, among other things, (a) his duties and responsibilities within the Company; (b) the prevailing market conditions; and (c) the continuous expansion of the business scale and continuously heightening requirements on corporate governance of the Company over recent years. For further details of the 2021 RSU Scheme and the grant of RSUs thereunder, please refer to the relevant announcements of the Company dated February 2, 2021, May 21, 2021, June 18, 2021, June 25, 2021, July 14, 2021 and July 23, 2021, as well as the circular of the Company dated August 31, 2021.

Save as disclosed above, Mr. Ren (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by Rule 10.06(b) of the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 262,940,371 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of AGM in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, i.e. being 262,940,371 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 26,294,037 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Repurchases of the Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

In repurchasing Shares, the company may only apply funds legally available for such purpose in accordance with the Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

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 accounts contained in the annual report of the Company for the year ended December 31, 2021) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have been traded on the Main Board of the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2021
April	41.90	30.00
May	51.90	37.20
June	49.60	40.20
July	58.20	41.50
August	46.50	34.80
September	41.50	32.20
October	35.15	27.35
November	38.00	26.10
December	32.90	24.30
2022
January	28.85	19.00
February	21.70	17.28
March	18.90	11.28
April (up to and including the Latest Practicable Date)	17.52	15.50

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares 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 of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, the Substantial Shareholders, namely Dr. Yang, Dr. Wang, Dr. Zhai, Dr. Guo, Ascentage Limited and HealthQuest Pharma Limited are parties acting in concert pursuant to the Concert Party Confirmation Deed. As at the Latest Practicable Date, each of the Substantial Shareholders was taken to have an interest under the SFO in the same block of 67,204,967 Shares, representing 25.56% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Repurchase Mandate in full, the shareholding of each of the Substantial Shareholders would be increased to approximately 28.40% of the total issued share capital of the Company.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in the public shareholding falling below the minimum public float requirement and will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had repurchased a total of 1,141,700 Shares on the Stock Exchange pursuant to the resolutions of the Shareholders passed on May 10, 2021, details of which were as follows:

	Total number
Date of Shares	of Shares	Highest price	Lowest price	Aggregate
repurchased	repurchased	paid per Share	paid per Share	consideration
		(HK$)	(HK$)	(HK$)
November 4, 2021	380,000	28.10	27.10	10,491,959.35
November 5, 2021	178,000	28.35	26.95	4,925,089.05
November 8, 2021	180,000	27.05	26.20	4,804,562.04
November 9, 2021	178,400	27.80	27.00	4,903,018.86
November 10, 2021	148,500	29.00	27.60	4,219,841.49
November 11, 2021	76,800	28.50	28.10	2,174,873.63

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

The details of the Proposed Amendments are as follows:

The amendments to the Memorandum and Articles of Association are set forth as follows (shown with strikethrough to denote text to be deleted and underline to denote text to be added):

All references to the term “Companies Law” in the Memorandum and Articles of Association are replaced with the term “Companies Act”.

Clause provision before amendments	Clause provision after amendments
Clause 2. The registered office of the Company will be situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments

Article 5.

(a) If at any time the share capital of the Company is divided into different classes of Shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the Shares of that class) may, subject to the provisions of the Companies Law, be varied or abrogated either with the consent in writing of the holders of not less than ¾ in nominal value of the issued Shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum (other than at an adjourned meeting) shall be not less than two persons holding (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or representing by proxy one-third in nominal value of the issued Shares of that class, that the quorum for any meeting adjourned for want of quorum shall be two Shareholders present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of Shares held by them) and that any holder of Shares of the class present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy may demand a poll.

Article provision after amendments

Article 5.

(a) If at any time the share capital of the Company is divided into different classes of Shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the Shares of that class) may, subject to the provisions of the Companies ~~Law~~ Act, be varied or abrogated either with the consent in writing ~~of the holders~~ of not less than three fourths ~~¾ in nominal valueo~~ f the voting rights of the ~~issued Shares~~ holders of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum (other than at an adjourned meeting) shall be not less than ~~two~~ persons holding (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or representing by proxy holding one-third ~~in nominal value~~ of the issued Shares of that class, that the quorum for any meeting adjourned for want of quorum shall be two Shareholders present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of Shares held by them) and that any holder of Shares of the class present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy may demand a poll.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments	Article provision before amendments	Article provision after amendments	Article provision after amendments
(b)	The provisions of this Article shall apply	(b)	The provisions of this Article shall apply
	to the variation or abrogation of the rights		to the variation or abrogation of the rights
	attached to the Shares of any class as if		attached to the Shares of any class as if
	each group of Shares of the class		each group of Shares of the class
	differently treated formed a separate class		differently treated formed a separate class
	the rights whereof are to be varied or		the rights whereof are to be varied or
	abrogated.		abrogated.
(c)	The special rights conferred upon the	(c)	The special rights conferred upon the
	holders of any Shares or class of Shares		holders of any Shares or class of Shares
	shall not, unless otherwise expressly		shall not, unless otherwise expressly
	provided in the rights attaching to the		provided in the rights attaching to the
	terms of issue of such Shares be deemed		terms of issue of such Shares be deemed
	to be altered by the creation or issue of		to be altered by the creation or issue of
	further Shares ranking pari passu		further Shares ranking pari passu
	therewith.		therewith.
Article 17.		Article 17.
(a)	The Board shall cause to be kept the	(a)	The Board shall cause to be kept the
	Register and there shall be entered therein		Register and there shall be entered therein
	the particulars required under the		the particulars required under the
	Companies Law.		Companies ~~Law~~Act.
(b)	Subject to the provisions of the	(b)	Subject to the provisions of the
	Companies Law, if the Board considers it		Companies ~~Law~~Act, if the Board
	necessary or appropriate, the Company		considers it necessary or appropriate, the
	may establish and maintain a principal or		Company may establish and maintain a
	branch register of Shareholders at such		principal or branch register of
	location as the Board thinks fit and,		Shareholders at such location as the
	during the Relevant Period, the Company		Board thinks fit and, during the Relevant
	shall keep its principal or a branch		Period, the Company shall keep its
	register of Shareholders in Hong Kong.		principal or a branch register of
			Shareholders in Hong Kong.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments (c) During the Relevant Period (except when (c) During the Relevant Period (except when the Register is closed), any Shareholder the Register is closed (on terms may inspect during business hours any equivalent to section 632 of the Register maintained in Hong Kong Companies Ordinance)), any Shareholder without charge and require the provision may inspect during business hours any to him of copies or extracts thereof in all Register maintained in Hong Kong respects as if the Company were without charge and require the provision incorporated under and were subject to to him of copies or extracts thereof in all the Companies Ordinance. respects as if the Company were incorporated under and were subject to the Companies Ordinance.
(d) The Register may be closed at such time (d) The Register may be closed at such time or for such period not exceeding in the or for such period not exceeding in the whole 30 days in each year as the Board whole 30 days in each year as the Board may determine. may determine.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments Article 62. Article 62. At all times during the Relevant Period other ~~At all times during the Relevant Period~~ than the year of the Company’s adoption of ~~other~~ Other than the year of the Company’s these Articles, the Company shall in each year adoption of these Articles, in each financial hold a general meeting as its annual general year during the Relevant Period, the Company meeting in addition to any other meeting in shall ~~in each year~~ hold a general meeting as its that year and shall specify the meeting as such annual general meeting in addition to any other in the notice calling it; and not more than 15 meeting in that year and shall specify the Months (or such longer period as may be meeting as such in the notice calling it ~~; and not~~ authorised by the HK Stock Exchange) shall ~~more than 15 Months (or such longer period as~~ elapse between the date of one annual general ~~may be authorised by the HK Stock Exchange)~~ meeting of the Company and that of the next. ~~shall elapse between the date of one annual~~ The annual general meeting shall be held in the ~~general meeting of the Company and that of~~ Relevant Territory or elsewhere as may be ~~the next. T~~ he Company shall hold the annual determined by the Board and at such time and general meeting within six months after the place as the Board shall appoint. A meeting of end of its financial year. The annual general the Shareholders or any class thereof may be meeting shall be held in the Relevant Territory held by means of such telephone, electronic or or elsewhere as may be determined by the other communication facilities as permit all Board and at such time and place as the Board persons participating in the meeting to shall appoint. A meeting of the Shareholders or communicate with each other simultaneously any class thereof may be held by means of and instantaneously, and participation in such a such telephone, electronic or other meeting shall constitute presence at such communication facilities as permit all persons meetings. participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments Article 64. Article 64. The Board may, whenever it thinks fit, convene The Board may, whenever it thinks fit, convene an extraordinary general meeting. an extraordinary general meeting. Extraordinary general meetings shall also be Extraordinary general meetings shall also be convened on the requisition of one or more convened and resolutions to a meeting agenda Shareholders holding, at the date of deposit of shall be added on the requisition of one or the requisition, not less than one tenth of the more Shareholders holding, at the date of paid up capital of the Company having the deposit of the requisition, ~~not less than~~ one right of voting at general meetings. Such tenth or more of the paid up capital of the requisition shall be made in writing to the Company having the right of voting at general Board or the Secretary for the purpose of meetings, on a one vote per Share basis in the requiring an extraordinary general meeting to share capital of the Company. Such requisition be called by the Board for the transaction of shall be made in writing to the Board or the any business specified in such requisition. Secretary for the purpose of requiring an Such meeting shall be held within two Months extraordinary general meeting to be called by after the deposit of such requisition. If within the Board for the transaction of any business 21 days of such deposit, the Board fails to specified in such requisition. Such meeting proceed to convene such meeting, the shall be held within two Months after the requisitionist(s) himself (themselves) may do deposit of such requisition. If within 21 days so in the same manner, and all reasonable of such deposit, the Board fails to proceed to expenses incurred by the requisitionist(s) as a convene such meeting, the requisitionist(s) result of the failure of the Board shall be himself (themselves) may do so in the same reimbursed to the requisitionist(s) by the manner, and all reasonable expenses incurred Company. by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	provision	before	amendments	amendments	Article	provision	provision	after	amendments
Article	70.				Articled	70.

The chairman (if any) of the Company or if he The chairman (if any) of the Company or if he is absent or declines to take the chair at such is absent or declines to take the chair at such meeting, the Vice chairman (if any) of the meeting, the ~~Vice~~ vice chairman (if any) of the Company shall take the chair at every general Company shall take the chair at every general meeting, or, if there be no such chairman or meeting, or, if there be no such chairman or Vice chairman, or, if at any general meeting ~~Vice~~ vice chairman, or, if at any general neither of such chairman or Vice chairman is meeting neither of such chairman or ~~Vice~~ vice present within 15 minutes after the time chairman is present within 15 minutes after the appointed for holding such meeting, or both time appointed for holding such meeting, or such persons decline to take the chair at such both such persons decline to take the chair at meeting, the Directors present shall choose one such meeting, the Directors present shall of their number as chairman of the meeting, choose one of their number as chairman of the and if no Director be present or if all the meeting, and if no Director be present or if all Directors present decline to take the chair or if the Directors present decline to take the chair the chairman chosen shall retire from the chair, or if the chairman chosen shall retire from the then the Shareholders present shall choose one chair, then the Shareholders present shall of their number to be chairman of the meeting. choose one of their number to be chairman of the meeting. Article 72. Article 72.

At any general meeting a resolution put to the At any general meeting a resolution put to the vote of the meeting shall be decided by poll vote of the meeting shall be decided by poll save that the chairman of the meeting may, save that the chairman of the meeting may, pursuant to the Listing Rules, allow a pursuant to the Listing Rules, allow a resolution to be voted by a show of hands. resolution to be voted by a show of hands. Where a show of hands is allowed, before or Where a show of hands is allowed, before or on the declaration of the result of the show of on the declaration of the result of the show of hands, a poll may be demanded by: hands, a poll may be demanded by:

(a) at least two Shareholders present in (a) at least two Shareholders present in person (or, in the case of a Shareholder person (or, in the case of a Shareholder being a corporation, by its duly authorised being a corporation, by its duly authorised representative) or by proxy for the time representative) or by proxy for the time being entitled to vote at the meeting; or being entitled to vote at the meeting; or

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments	Article provision before amendments	Article provision before amendments	Article provision after amendments	Article provision after amendments	Article provision after amendments
(b)	any Shareholder or Shareholders present		(b)		any Shareholder or Shareholders present
	in person (or, in the case of a Shareholder				in person (or, in the case of a Shareholder
	being a corporation, by its	duly authorised			being a corporation, by its duly authorised
	representative) or by	proxy and			representative) or by proxy and
	representing not less than	one-tenth of the			representing ~~not~~ ~~less~~ ~~than~~one-tenth or
	total voting rights of all the Shareholders				more of the total voting rights, on a one
	having the right to vote at	the meeting; or			vote per Share basis, of all the
					Shareholders having the right to vote at
					the meeting; or
(c)	any Shareholder or Shareholders present		(c)		any Shareholder or Shareholders present
	in person (or, in the case of a Shareholder				in person (or, in the case of a Shareholder
	being a corporation, by its	duly authorised			being a corporation, by its duly authorised
	representative) or by proxy and holding				representative) or by proxy and holding
	Shares conferring a right	to vote at the			Shares conferring a right to vote at the
	meeting being Shares	on which an			meeting being Shares on which an
	aggregate sum has been paid up equal to				aggregate sum has been paid up equal to
	not less than one-tenth of the total sum				not less than one-tenth of the total sum
	paid up on all the Shares	conferring that			paid up on all the Shares conferring that
	right.				right.
			Article 79A (newly added)
			Shareholders must have the right to: (a) speak
			at	general meetings of the Company; and (b)
			vote at a general meeting except where a
			Shareholder is required, by the Listing Rules,
			to abstain from voting to approve the matter
			under consideration.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments Renumbering the existing Article 79A as Article 79B. Article 79B Where the Company has knowledge that any Where the Company has knowledge that any Shareholder is, under the Listing Rules, Shareholder is, under the Listing Rules, required to abstain from voting on any required to abstain from voting on any particular resolution or restricted to voting particular resolution or restricted to voting only for or only against any particular only for or only against any particular resolution, any votes cast by or on behalf of resolution, any votes cast by or on behalf of such Shareholder in contravention of such such Shareholder in contravention of such requirement or restriction shall not be counted. requirement or restriction shall not be counted. Article 92. Article 92. (a) Any corporation which is a Shareholder (a) Any corporation which is a Shareholder may, by resolution of its directors or other may, by resolution of its directors or other governing body or by power of attorney, governing body or by power of attorney, authorise such person as it thinks fit to authorise such person as it thinks fit to act as its representative at any meeting of act as its representative at any meeting of the Company or of any class of the Company or of any class of Shareholders of the Company, and the Shareholders of the Company, and the person so authorised shall be entitled to person so authorised shall be entitled to exercise the same rights and powers on exercise the same rights and powers on behalf of the corporation which he behalf of the corporation which he represents as that corporation could represents as that corporation could exercise if it were an individual exercise if it were an individual Shareholder of the Company. References Shareholder of the Company. References in these Articles to a Shareholder present in these Articles to a Shareholder present in person at a meeting shall, unless the in person at a meeting shall, unless the context otherwise requires, include a context otherwise requires, include a corporation which is a Shareholder corporation which is a Shareholder represented at the meeting by such duly represented at the meeting by such duly authorised representative. authorised representative.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments (b) Where a Shareholder is a Clearing House (b) Where a Shareholder is a Clearing House (or its nominee(s)), it may (subject to (or its nominee(s)), it may (subject to Article 93) authorise such person or Article 93) authorise such person or persons as it thinks fit to act as its persons as it thinks fit to act as its representative or representatives at any representative or representatives at any meeting of the Company or at any meeting of the Company or at any meeting of any class of Shareholders meeting of any class of Shareholders provided that if more than one person is provided that if more than one person is so authorised, the authorisation shall so authorised, the authorisation shall specify the number and class of Shares in specify the number and class of Shares in respect of which each such representative respect of which each such representative is so authorised. A person so authorised is so authorised. A person so authorised pursuant to the provisions of this Article pursuant to the provisions of this Article shall be deemed to have been duly shall be deemed to have been duly authorised without further evidence of the authorised without further evidence of the facts and be entitled to exercise the same facts and be entitled to exercise the same rights and powers on behalf of the rights and powers on behalf of the Clearing House (or its nominee(s)) which Clearing House (or its nominee(s)) which he represents as that Clearing House (or he represents as that Clearing House (or its nominee(s)) could exercise as if such its nominee(s)) could exercise as if such person were an individual Shareholder, person were an individual Shareholder, including the right to vote individually on including the right to speak and vote a show of hands. individually on a show of hands.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	provision	before	amendments	Article	provision	after	amendments
Article	112.			Article	112.

The Board shall have power from time to time 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 additional Director but so that the number of additional Director but so that the number of Directors so appointed shall not exceed the Directors so appointed shall not exceed the maximum number determined from time to maximum number determined from time to time by the Shareholders in general meeting. time by the Shareholders in general meeting. Any Director appointed by the Board to fill a Any Director appointed by the Board to fill a casual vacancy shall hold office only until the casual vacancy shall hold office only until the first general meeting of the Company after his first annual general meeting of the Company appointment and be subject to re-election at after his appointment and be subject to such meeting. Any Director appointed by the re-election at such meeting. Any Director Board as an addition to the existing Board appointed by the Board as an addition to the shall hold office only until the next following existing Board shall hold office only until the annual general meeting of the Company and next ~~following annual~~ first general meeting of shall then be eligible for re-election. Any the Company after his appointment and shall Director appointed under this Article shall not then be eligible for re-election. Any Director be taken into account in determining the appointed under this Article shall not be taken Directors or the number of Directors who are into account in determining the Directors or to retire by rotation at an annual general the number of Directors who are to retire by meeting. rotation at an annual general meeting.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments Article 114. Article 114. The Company may by Ordinary Resolution The ~~Company~~ Shareholders may by Ordinary remove any Director (including a managing Resolution remove any Director (including a director or other executive director) before the managing director or other executive director) expiration of his term of office notwithstanding before the expiration of his term of office anything in these Articles or in any agreement notwithstanding anything in these Articles or in between the Company and such Director (but any agreement between the Company and such without prejudice to any claim which such Director (but without prejudice to any claim Director may have for damages for any breach which such Director may have for damages for of any contract between him and the Company) any breach of any contract between him and and may by Ordinary Resolution elect another the Company) and may by Ordinary Resolution person in his stead. Any Director so appointed elect another person in his stead. Any Director shall be subject to retirement by rotation so appointed shall be subject to retirement by pursuant to Article 108. rotation pursuant to Article 108. Article 172. Article 172.

The Board shall cause proper books of account The Board shall cause proper books of account to be kept of the sums of money received and to be kept of the sums of money received and expended by the Company, and the matters in expended by the Company, and the matters in respect of which such receipts and expenditure respect of which such receipts and expenditure take place; and of the assets and liabilities of take place; and of the assets and liabilities of the Company and of all other matters required the Company and of all other matters required by the Companies Law necessary to give a true by the Companies ~~Law~~ Act necessary to give a and fair view of the state of the Company’s true and fair view of the state of the affairs and to show and explain its Company’s affairs and to show and explain its transactions. transactions. The financial year of the Company shall end on 31 December of each year or such other date as the Directors may determine, subject to these Articles.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments Article 176. Article 176. (a) The Company shall at each annual general (a) The Company shall at each annual general meeting appoint one or more firms of meeting appoint one or more firms of auditors to hold office until the auditors to hold office until the conclusion of the next annual general conclusion of the next annual general meeting on such terms and with such meeting on such terms and with such duties as may be agreed with the Board, duties as may be agreed with the Board, but if an appointment is not made, the but if an appointment is not made, the Auditors in office shall continue in office Auditors in office shall continue in office until a successor is appointed. A Director, until a successor is appointed. A Director, officer or employee of any such Director, officer or employee of any such Director, officer or employee shall not be appointed officer or employee shall not be appointed Auditors of the Company. The Board may Auditors of the Company. The Board may fill any casual vacancy in the office of fill any casual vacancy in the office of Auditors, but while any such vacancy Auditors, but while any such vacancy continues the surviving or continuing continues the surviving or continuing Auditors (if any) may act. The Auditors (if any) may act. The remuneration of the Auditors shall be appointment, removal and remuneration fixed by or on the authority of the of the Auditors ~~shall~~ must be ~~fixed~~ Company in the annual general meeting approved by ~~or on the authority~~ a except that in any particular year the majority of the Company’s Shareholders Company in general meeting may in the annual general meeting or by other delegate the fixing of such remuneration body that is independent of the Board. to the Board and the remuneration of any ~~except that in any particular year the~~ Auditors appointed to fill any casual ~~Company in general meeting may~~ vacancy may be fixed by the Board. ~~delegate the fixing of such remuneration to the Board and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Board.~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article provision before amendments Article provision after amendments (b) The Shareholders may, at any general (b) The Shareholders may, at any general meeting convened and held in accordance meeting convened and held in accordance with these Articles, remove the Auditors with these Articles, remove the Auditors by Special Resolution at any time before by Special Resolution at any time before the expiration of the term of office and the expiration of the term of office and shall, by Ordinary Resolution, at that shall, by Ordinary Resolution, at that meeting appoint new auditors in its place meeting appoint new auditors in its place for the remainder of the term. for the remainder of the term.

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NOTICE OF ANNUAL GENERAL MEETING

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ASCENTAGE PHARMA GROUP INTERNATIONAL 亞盛醫藥集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6855)

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING (“AGM”)

Please refer to page 1 of the circular of the Company dated April 14, 2022 for the measures to be implemented at the AGM to safeguard the health and safety of the attendees and to prevent the spread of the Novel Coronavirus (“ COVID-19 “) pandemic, including without limitation:

compulsory body temperature check
compulsory wearing of surgical face mask
no distribution of corporate gifts and no serving of refreshments

NOTICE IS HEREBY GIVEN THAT the AGM of Ascentage Pharma Group International (the “ Company ”) will be held at 68 Xinqing Road, Suzhou Industrial Park, Suzhou, Jiangsu, China on May 19, 2022 at 10:00 a.m. to transact the following business. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company (the “ Circular ”) dated April 14, 2022.

ORDINARY RESOLUTIONS

To consider and adopt the audited consolidated financial statements of the Company and the reports of the Directors and the auditor for the year ended December 31, 2021.
(a) To re-elect Mr. Ye Changqing as an independent non-executive Director.

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NOTICE OF ANNUAL GENERAL MEETING

(b) To re-elect Dr. Yin Zheng as an independent non-executive Director.
(c) To re-elect Mr. Ren Wei as an independent non-executive Director.
To authorize the Board to fix all Directors’ remuneration.
To re-appoint Ernst & Young as auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorize the Board to fix their remuneration.
To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution:

“ THAT :

(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with the Shares and to make or grant offers, agreements and options which would or might require the exercise of such powers;
(b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period 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 and issued by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company;
(iii) an issue of Shares pursuant to any restricted share unit scheme adopted by the Company;
(iv) any adjustment of rights to subscribe for shares under any options and warrants or a special authority granted by the shareholders of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

(v) the exercise of any subscription rights which may be granted under any share option scheme or similar arrangement for the time adopted by the Company,

shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution), and the said mandate shall be limited accordingly; and

(d) for the purposes 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 of association of the Company or any applicable law of the Cayman Islands to be held; and
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of Shares or any class of Shares whose names appear on the register 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 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).”

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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution:

“ THAT :

(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) 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;
(b) the total number of Shares to be repurchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution), and the said mandate shall be limited accordingly; and
(c) for the purposes 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 of association of the Company or any applicable law of the Cayman Islands to be held; and
(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

To consider and, if thought fit, pass (with or without amendments), the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “ Notice ”), 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 power pursuant to the resolution set out in item 5 of the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the mandate granted pursuant to the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution).”

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution of the Company:

“ THAT the Proposed Amendments and the New Memorandum and Articles of Association in the form of the document marked “A” and produced to the AGM (for the purpose of identification initialed by the chairman of the AGM) which consolidates all the Proposed Amendments mentioned in the Circular, be and are hereby approved and adopted as the new memorandum and articles of association of the Company with immediate effect after the close of the AGM, and any one director of the Company be and is hereby authorized to do all such acts and things and execute all such documents and make all such arrangement as he shall, in his absolute discretion, deem necessary or expedient to give effect to the foregoing.”

By Order of the Board

Ascentage Pharma Group International Dr. Yang Dajun

Chairman and Executive Director

Suzhou, The People’s Republic of China, April 14, 2022

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

All resolutions at the AGM 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 Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ascentagepharma.com) in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
In case of joint holders of shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(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 order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on May 17, 2022) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from May 16, 2022 to May 19, 2022, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on May 13, 2022.
With regard to the ordinary resolution in item 2 of this notice, Mr. Ye Changqing, Dr. Yin Zheng and Mr. Ren Wei will retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM. Details of the above retiring Directors of the Company seeking re-election are set out in Appendix I to the Circular.
An explanatory statement containing information regarding the ordinary resolution in item 6 of this notice is set out in Appendix II to the Circular.
The Proposed Amendments brought about by the adoption of the amended and restated memorandum and articles of association of the Company are set out in Appendix III to the Circular.

As at the date of this notice, the Board of Directors of the Company comprises Dr. Yang Dajun as Chairman and executive Director; Dr. Wang Shaomeng, Dr. Tian Yuan, Dr. Lu Simon Dazhong and Mr. Liu Qian as non-executive Directors; and Mr. Ye Changqing, Dr. Yin Zheng, Mr. Ren Wei and Dr. David Sidransky as independent non-executive Directors.

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AI assistant

Ascentage Pharma Group International — Proxy Solicitation & Information Statement 2022

51059_rns_2022-04-13_a62ff31b-4387-4597-99ea-7665d6d6aab6.pdf

ASCENTAGE PHARMA GROUP INTERNATIONAL 亞盛醫藥集團

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING (“AGM”)

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

ASCENTAGE PHARMA GROUP INTERNATIONAL 亞盛醫藥集團

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Recommendation from the Nomination Committee

LETTER FROM THE BOARD

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

4. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

5. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

8. RECOMMENDATION

LETTER FROM THE BOARD

9. ADDITIONAL INFORMATION

Mr. Ye Changqing, Independent non-executive Director

APPENDIX I

Dr. Yin Zheng, Independent non-executive Director

Mr. Ren Wei, Independent non-executive Director

1. SHARE CAPITAL

2. REASONS FOR SHARE REPURCHASE

3. FUNDING OF SHARE REPURCHASE

4. IMPACT OF SHARE REPURCHASE

5. MARKET PRICES OF SHARES

6. GENERAL

7. TAKEOVERS CODE

8. SHARE REPURCHASE MADE BY THE COMPANY

Article provision before amendments

Article provision after amendments

ASCENTAGE PHARMA GROUP INTERNATIONAL 亞盛醫藥集團

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING (“AGM”)

ORDINARY RESOLUTIONS

NOTICE OF ANNUAL GENERAL MEETING

“ THAT :

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

“ THAT :

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

By Order of the Board

Ascentage Pharma Group International Dr. Yang Dajun

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Ascentage Pharma Group International Proxy Solicitation & Information Statement 2022