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

Nov 22, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

NOTICE OF THE 2023 SECOND CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2023 second class meeting of H shareholders (the “ Class Meeting of H Shareholders ”) of Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (the “ Company ”) will 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 EGM on Tuesday, December 12, 2023 for the following purposes of considering and, if deemed appropriate, approving the following resolutions.

SPECIAL RESOLUTIONS

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”; and

   • 3.3. To consider and approve the proposed amendments to “Rules of Procedures for the Supervisory Committee Meeting”.

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1. 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”; and

   • 4.3. To consider and approve the proposed further amendments to “Rules of Procedures for the Supervisory Committee Meeting”.

Yours faithfully,

Biocytogen Pharmaceuticals (Beijing) Co., Ltd. Shen Yuelei Chairman of the Board, Chief Executive Officer and Executive Director

Hong Kong, November 23, 2023

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Notes:

1. Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular (the “ Circular ”) of the Company dated November 23, 2023.

2. Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the Class meeting of H Shareholders) for the proxy to receive the login access code to participate online in the e-Meeting System. Registered Shareholders will be able to attend the Class meeting of H Shareholders, vote and submit questions online via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company. Non-registered holders whose H Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the “ Intermediary ”) and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the EGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the e-Meeting System including the login details will be emailed to them by the Company’s H Share Registrar, Tricor Investor Services Limited.

3. For the purpose of determining the entitlement to attend and vote at the Class Meeting of H Shareholders, the register of members of the Company will be closed from Thursday, December 7, 2023 to Tuesday, December 12, 2023 (both days inclusive), during which period no transfer of shares will be registered. In order for H Shareholders to be eligible to attend and vote at the Class Meeting of H Shareholders, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, December 6, 2023.

4. Shareholders who are entitled to attend and vote at the Class Meeting of H Shareholders may appoint one or more proxies to attend and vote on their behalves. 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.

5. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.

6. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at 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 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 and in any event no later than 10:00 a.m. on Monday, December 11, 2023 (Hong Kong time) or no less than 24 hours before the time appointed for holding the above mentioned meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting at the Class Meeting of H Shareholders or any adjournment thereof, should they so wish.

7. All resolutions at the Class Meeting of H Shareholders 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 Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.

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

As at the date of this announcement, the Board comprises Dr. Shen Yuelei as chairman, chief executive officer and executive Director, Dr. Ni Jian and Dr. Zhang Haichao as executive Directors; Mr. Wei Yiliang, Dr. Zhou Kexiang and Ms. Zhang Leidi as non-executive Directors; Mr. Hua Fengmao, Dr. Yu Changyuan and Ms. Liang Xiaoyan as independent non-executive Directors.

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