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

Mar 30, 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 THE 2023 FIRST CLASS MEETING OF DOMESTIC AND UNLISTED SHAREHOLDERS HELD ON 20 APRIL 2023

I/We_(Note 2) (Name) (In block capitals) of (Address) being the holder(s) of Domestic and Unlisted 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)	(In block capitals)
				or

as“ Meeting my/our”)proxyof thetoCompanyattend andtovotebe heldfor me/uswith theandcombinationon my/our behalfof a physicalat the 2023meetingFirstatClassthe conferenceMeeting ofroomDomesticof 12andBaoshenUnlistedSouthShareholdersStreet, Daxing(the Bio-Medicine Industry Park, Daxing District, Beijing, PRC and a virtual meeting online immediately after the conclusion of the 2023 First Class Meeting of H Shareholders of the Company to be held at the same location on Thursday, 20 April 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)					For(Note 5)	For(Note 5)	For(Note 5)			Against(Note 5)			Abstain(Note 5)	Abstain(Note 5)	Abstain(Note 5)
1.	To consider and approve the proposed issue of A shares (the “Issue of A Shares”)
	as follows (each and every items as a separate resolution):
	i. Class of new Shares to be issued;
	ii. Place of listing;
	iii. Nominal value of new Shares to be issued;
	iv. Issue size;
	v. Target subscribers;
	vi. Method of issuance;
	vii. Method of underwriting;
	viii. Pricing methodology;
	ix. Schedule of issuance;
	x. Use of proceeds;
	xi. Validity period of the resolutions;
2.	To consider and approve the authorization the Board of			Directors and persons
	authorized by it to fully handle relevant matters in connection with Issue of A
	Shares and listing on the Sci-Tech Board;
3.	To consider and approve the investment projects to		be funded by the proceeds
	raised from the Issue of A Shares and feasibility analysis			(each and every items
	as a separate resolution):
	i. Drug early development service platform construction project
	ii. Antibody drug development and evaluation project
	iii. Preclinical and clinical development
	iv. Supplementary working capital
4.	To consider and approve the proposal for the plan for undertaking accumulated
	unrecovered losses prior to the Issue of A Shares;
5.	To consider and approve the share price stabilization plan			within three years after
	the Company’s initial public offering of A Shares and listing on the Sci-Tech
	Board;
6.	To consider and approve the three-year	dividend		distribution	plan	for
	Shareholders after the initial public offering	of A	Shares and listing on			the
	Sci-Tech Board;
7.	To consider and approve the impact of dilution on immediate return by				the initial
	public offering of A Share and recovery measures for the immediate return;
8.	To consider and approve the undertakings and restraining measures relating to
	Issue of A Shares and listing on the Sci-Tech Board;
9.	To consider and approve the proposed amendments to the Articles in				respect of
	Issue of A Shares.

(Note 7)

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. 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: if you wish to vote for any resolution, please tick in the box marked “ For ” or insert the number of share(s) you hold. If you wish to vote against any resolution, please tick in the box marked “ Against ” or insert the number of share(s) you hold. If you wish to abstain for vote, please tick in the box marked “ Abstain ” or 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 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 Wednesday, April 19, 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 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 Wednesday, April 19, 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 31 March 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.