Biocytogen Pharmaceuticals (Beijing) Co., Ltd. — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

百奧賽圖

BIOCYTOGEN

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 form of proxy relates(Note 1)	Domestic and Unlisted Shares
	H Shares

FORM OF PROXY FOR THE USE AT THE 2024 ANNUAL GENERAL MEETING

I/We $^{(Note2)}$ (Name) (In block capitals) of

(Address)

being the holder(s) of Domestic and Unlisted Shares/H Shares $^{(Note3)}$ of RMB1.0 each in the share capital of Biocytogen Pharmaceuticals (Beijing) Co., Ltd (the "Company") hereby appoint the Chairman of the meeting or $^{(Note4)}$

(Name)

of (Address)

or (Email address) or

failing him/her (Name)

of (Address)

or (Email address)

as my/our proxy to attend and vote for me/us and on my/our behalf at the AGM 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 Wednesday, May 28, 2025 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:

Ordinary Resolutions(Note 5)		For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To receive, consider and approve the 2024 annual report;
2.	To receive, consider and approve audited financial statements for 2024;
3.	To receive, consider and approve the work report of the Board for 2024;
4.	To receive, consider and approve the work report of the Supervisory Committee for 2024;
5.	To receive, consider and approve the final accounts report for 2024;
6.	To consider and approve the proposed re-appointment of KPMG, Certified Public Accountants as the auditor of the Company for 2025 and authorize the Board to fix its remuneration;
7.	To consider and approve the proposed remuneration of Directors for 2025;
8.	To consider and approve the proposed remuneration of Supervisors for 2025;
9.	To consider and approve the proposed 2024 profit distribution plan;
10.	To review, consider and approve the proposed annual financial budget for 2025;
11.	To consider and approve confirmation of the Company's related party transactions in 2024 and estimated daily related party transactions in 2025; and
12.	To consider and approve the proposed guarantee for bank credit facilities for the Company and subsidiaries.
Special Resolution
13.	To consider and if thought fit, pass with or without amendments, the resolutions regarding the proposed granting of general mandate to repurchase H Shares.

Dated this __ day of ______, 2025

Signature(s) _______ (Note 7)

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: 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 AGM other than those referred to in the notice convening the AGM.
6. If you wish to allow your proxy to attend the meeting through Vireta (Voting Ports), 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 legal details for voting at the AGM, or you and your proxy should ensure that the email address provided will be suitable for this purpose. If your proxy has not received the legal details by email by 10:00 a.m. (Hong Kong Time) on Tuesday, May 27, 2025, you should contact the Company's H share registrar, Tricor Investor Services Limited at (852) 2975 0928 or email to stmetting@vireta.com for assistance.
7. This form of proxy must be signed by you or your attorney duly authorized 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 authorized 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 together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of each power of attorney authority, must be delivered to the Company's H Share Registrar, Tricor Investor Services Limited, at 1755, 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 Domestic and Unlisted Shareholders), or via the designated URL (https://evening.vireta.com) by using the assurance 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 AGM (i.e. 10:00 a.m. on Tuesday, May 27, 2025) 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 April 23, 2025 issued by the Company shall have the same meanings when used herein.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in these statements 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 Annual 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 in Hong Kong, 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.