Biocytogen Pharmaceuticals (Beijing) Co., Ltd. — Proxy Solicitation & Information Statement 2023

Nov 22, 2023

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BIOCYTOGEN PHARMACEUTICALS (BEIJING) CO., LTD. 百奧賽圖 (北京 )醫藥科技股份有限公司

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

(Stock Code: 2315)

FORM OF PROXY FOR THE USE AT 2023 SECOND CLASS MEETING OF H SHAREHOLDERS TO BE HELD ON DECEMBER 12, 2023

I/We [(Note][2)] (Name) (In block capitals) of (Address) beingin thethe holder(s)share ofcapital of Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (the “ Company ”) hereby appoint the HChairmanShares [(Note] of [3)] of theRMB1.0meetingeach or [(Note][4)] (Name)

of (Address)

of (Email address) failing him/her (Name)

or

of (Address)

of (Email address)

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2023 Second Class Meeting of H Shareholders (the “ Meeting ”) of the Company to be held with the combination of a physical meeting at the conference room of 12 Baoshen South Street, Daxing Bio-Medicine Industry Park, Daxing District, Beijing, PRC and a virtual meeting online immediately after the conclusion of the 2023 Second Extraordinary General Meeting of the Company to be held at the same location on Tuesday, December 12, 2023 and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorized and instructed to vote as indicated in respect of the undermentioned resolutions:

	1.		To consider and approve the amendments to the existing articles of association of theCompany.
	2.		To consider and approve the further amendments to the articles of association which will takeeffect upon completion of the proposed Issue of A Shares.
	3.		To consider and approve the amendments to each of the existing rules of procedures:
			3.1To consider and approve the proposed amendments to “Rules of Procedures forShareholders’ General Meeting”;
			3.2To consider and approve the proposed amendments to “Rules of Procedures for theBoard of Directors Meeting”;
			3.3To consider and approve the proposed amendments to “Rules of Procedures for theSupervisory Committee Meeting”.
	4.		To consider and approve the further amendments to each of the rules of procedures which willtake effect upon completion of the proposed Issue of A Shares:
			4.1To consider and approve the proposed further amendments to “Rules of Procedures forShareholders’ General Meeting”;
			4.2To consider and approve the proposed further amendments to “Rules of Procedures forthe Board of Directors Meeting”;
			4.3To consider and approve the proposed further amendments to “Rules of Procedures forthe Supervisory Committee Meeting”.
	Dated th	is	day of	, 2023Signature(s)

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) (in Chinese or in English) and address(es) (must be the same address(es) as shown in the register of members) as shown in the register of members of the Company in BLOCK LETTERS .

3. Please insert the number of shares of the Company registered in your name(s).

4. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be duly initiated by the person who signs it.

5. “ IMPORTANT:Against ” or insertif youthewishnumberto voteof share(s)for any youresolution,hold. Ifpleaseyou wishtick toin abstainthe boxformarkedvote, “please For ” ortickinsertin thetheboxnumbermarkedof share(s)“ Abstain you” orhold.insertIf theyounumberwish toofvoteshare(s)againstyouanyhold. Anyresolution,votepleasewhichtickis innotthefilledboxormarkedfilled wrongly or with unrecognizable writing or not cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the Meeting other than those referred to in the notice convening the Meeting.

6. If you wish to allow your proxy to attend the meeting through Tricor e-Meeting system, please also insert his/her email address. The email address so provided will be used by the Company’s H share registrar, Tricor Investor Services Limited, for sending the login details for voting at the Meeting, so you and your proxy should ensure that the email address provided will be suitable for this purpose. If your proxy has not received the login details by email by 10:00 a.m. (Hong Kong Time) on Monday, December 11, 2023, you should contact the Company’s H share registrar, Tricor Investor Services Limited at (852) 2975 0928 or email to emeeting@hk.tricorglobal.com for assistance.

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director thereof or an attorney duly authorised to sign the same. In case of joint holders of shares, this form of proxy must be signed by the joint holder whose name stands first in the register of members of the Company.

8. To be valid, this form of proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 not less than 24 hours before the time for holding the EGM (i.e. 10:00 a.m. on Monday, December 11, 2023) or not less than 24 hours before the time appointed for voting by poll.

9. Save as defined otherwise, capitalized terms defined in the circular dated November 23, 2023 issued by the Company shall have the same meanings when used herein.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your and your proxy’s Personal Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

• (iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its H share registrar, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes.

• (iv) By providing your proxy’s Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.