Ascletis Pharma Inc. — Proxy Solicitation & Information Statement 2026

Jun 5, 2026

欧乱
ascletis

Ascletis Pharma Inc.

歌禰製藥有限公司

(incorporated in the Cayman Islands with limited liability)
(Stock code: 1672)

FORM OF PROXY FOR THE 2026 ANNUAL GENERAL MEETING

I/We $^{(Note 1)}$

of

being the registered holder(s) of $^{(Note 2)}$ ______ shares of US$0.0001 each in the capital of Ascletis Pharma Inc. (the "Company"), HEREBY APPOINT the chairman of the meeting or $^{(Note 3)}$

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Monday, June 29, 2026 at 09:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the meeting and at the meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS			For $^{(Note 4)}$	Against $^{(Note 4)}$
1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended December 31, 2025.	1.
2.	(i) To re-elect Dr. Jinzi Jason WU as an executive Director.	2.(i)
	(ii) To re-elect Mr. Jiong GU as an independent non-executive Director.	2.(ii)
	(iii) To authorize the board of Directors to fix the remuneration of the Directors.	2.(iii)
3.	To re-appoint KPMG as the auditor of the Company and to authorize the board of Directors to fix its remuneration.	3.
4.	To grant a general mandate to the Directors to allot, issue and deal with shares of the Company (including any sale or transfer of the treasury shares of the Company) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares, if any).	4.
5.	To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares, if any) and the Company may hold such repurchased shares in treasury.	5.
6.	To extend the general mandate to issue new shares by adding the number of shares repurchased.	6.
SPECIAL RESOLUTION
7.	To approve the adoption of the third amended and restated memorandum and articles of association incorporated with the proposed amendments as set out in the Appendix III of the Circular; and authorize any one Director to do all such acts and things and execute all such documents for and on behalf of the Company as they may consider necessary, desirable or appropriate in connection with the special resolution no. 7.	7.

Signature $^{(Note 5)}$ ______

Date: ______

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the chairman of the meeting is preferred, strike out the words "the chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED "AGAINST". Failure to do so will entitle your proxy to vote or abstain at he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under its common seal or under the hand of an officer duly authorised.

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

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 09:00 a.m. on Saturday, June 27, 2026) or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.