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)

Number of Shares to which this Domestic and Unlisted Shares form of proxy relates [(Note][1)] H Shares

FORM OF PROXY FOR THE USE AT THE 2023 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON DECEMBER 12, 2023

I/We_(Note 2) (Name) (In block capitals) of (Address) being the holder(s) of Domestic and Unlisted Shares/H Shares(Note 3) of RMB1.0 each in the share capital of Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (the “Company”) hereby appoint the Chairman of the meeting or(Note 4) (Name) of (Address) of (Email address) or failing him/her (Name) of (Address) of (Email address)_	I/We_(Note 2) (Name) (In block capitals) of (Address) being the holder(s) of Domestic and Unlisted Shares/H Shares(Note 3) of RMB1.0 each in the share capital of Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (the “Company”) hereby appoint the Chairman of the meeting or(Note 4) (Name) of (Address) of (Email address) or failing him/her (Name) of (Address) of (Email address)_		(In block capitals)	(In block capitals)
				or

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2023 Second Extraordinary General Meeting (the “ EGM ”) 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 at 10:00 a.m. 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:

		Special Resolutions(Note 5)	Special Resolutions(Note 5)	Special Resolutions(Note 5)	Special Resolutions(Note 5)	For(Note 5) Against(Note 5)	For(Note 5) Against(Note 5)	For(Note 5) Against(Note 5)	For(Note 5) Against(Note 5)	For(Note 5) Against(Note 5)	For(Note 5) Against(Note 5)	For(Note 5) Against(Note 5)	Abstain(Note 5)	Abstain(Note 5)	Abstain(Note 5)
1.	To	consider and approve	the	amendments to the existing articles of
	association of the Company.
2.	To	consider and approve the		further amendments to the articles of
	association which will take effect upon completion of the proposed
	Issue of A Shares.
3.	To	consider and approve the amendments to each of the existing rules
	of procedures:
	3.1	To consider and approve		the proposed amendments to “Rules of
		Procedures for Shareholders’ General Meeting”;
	3.2	To consider and approve		the proposed amendments to “Rules of
		Procedures for the Board		of Directors Meeting”;
	3.3	To consider and approve		the proposed amendments to “Rules of
		Procedures for the Supervisory Committee Meeting”.
4.	To	consider and approve the further amendments to each of the rules of
	procedures which will take effect upon completion of the proposed
	Issue of A Shares:
	4.1	To consider and approve the proposed further amendments to
		“Rules of Procedures for		Shareholders’ General Meeting”;
	4.2	To consider and approve the proposed further amendments to
		“Rules of Procedures for		the Board of Directors Meeting”;
	4.3	To consider and approve the proposed further amendments to
		“Rules of Procedures for		the Supervisory Committee Meeting”.

	5.	To consider and approve the proposed guarantee for subsidiaries of the Company:
		5.1 To consider and approve the proposed guarantee in relation to the application for a RMB60 million consolidated credit facility by Biocytogen Jiangsu Co., Ltd. (百奧賽圖江蘇基因生物技術有限公 司) from Bank of Nanjing;
		5.2 To consider and approve the proposed guarantees involved in credit applications to banks by other subsidiaries.
	6.	To consider and approve the proposed election of the following directors as directors for the second session of the board of directors of the Company:
		6.1 To consider and approve the proposed election of Dr. Shen Yuelei as an executive director of the Company;
		6.2 To consider and approve the proposed election of Dr. Ni Jian as an executive director of the Company;
		6.3 To consider and approve the proposed election of Dr. Zhang Haichao as an executive director of the Company;
		6.4 To consider and approve the proposed election of Mr. Wei Yiliang as a non-executive director of the Company;
		6.5 To consider and approve the proposed election of Dr. Zhou Kexiang as a non-executive director of the Company;
		6.6 To consider and approve the proposed election of Ms. Zhang Leidi as a non-executive director of the Company;
		6.7 To consider and approve the proposed election of Mr. Hua Fengmao as an independent non-executive director of the Company;
		6.8 To consider and approve the proposed election of Dr. Yu Changyuan as an independent non-executive director of the Company;
		6.9 To consider and approve the proposed election of Ms. Liang Xiaoyan as an independent non-executive director of the Company.
	7.	To consider and approve the proposed election of the following non-employee representatives supervisors as non-employee representatives supervisors for the second session of the supervisory committee of the Company:
		7.1 To consider and approve the election of Ms. Li Yan as a non-employee representatives supervisor of the Company;
		7.2 To consider and approve the election of Dr. Yao Jiawei as a non-employee representatives supervisor of the Company.
	Dated	this	day of	, 2023 Signature(s)

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates and select the class of shares (delete as inappropriate). 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) and select the class of shares (delete as inappropriate).

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: resolution, pleaseif tickyou inwishthe toboxvotemarkedfor any“ Against resolution,” or insertpleasetheticknumberin theofboxshare(s)markedyou“ For hold.” orIf insertyou wishthe tonumberabstainofforshare(s)vote, pleaseyou hold.tick Ifin youthe boxwishmarkedto vote“ Abstain against ”anyor insert the number of share(s) you hold. Any vote which is not filled or filled 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 EGM other than those referred to in the notice convening the EGM.

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 EGM, 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 (for H Shareholders), or to the Company’s registered office at 12 Baoshen South Street, Daxing Bio-Medicine Industry Park, Daxing District, Beijing, PRC (for the Unlisted Shareholders), 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 (for all Shareholders) 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 Extraordinary General 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.