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Biocytogen Pharmaceuticals (Beijing) Co., Ltd. Proxy Solicitation & Information Statement 2026

Jan 27, 2026

50515_rns_2026-01-27_229946c3-8859-4142-b945-e1219c1572e1.pdf

Proxy Solicitation & Information Statement

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

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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)

NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2026 first extraordinary general meeting (the "EGM") 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 on Thursday, February 12, 2026 at 2:00 p.m. (Hong Kong Time) for the purpose of considering and, if deemed appropriate, approving the following resolution. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated January 27, 2026 (the "Circular").

ORDINARY RESOLUTION

  1. To consider and approve the proposed appointment of Mr. Liu Hongkong (劉弘康先生) as a non-executive director of the Company.

Details of the above resolution proposed at the EGM are contained in the Circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.biocytogen.com.cn).

By order of the Board

Biocytogen Pharmaceuticals (Beijing) Co., Ltd.

Shen Yuelei

Chairman of the Board, Chief Executive

Officer and Executive Director

Hong Kong, January 27, 2026


  • 2 -

Notes:

  1. Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular of the Company dated January 27, 2026.

Registered H 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 EGM) for the proxy to receive the login access code to participate online in the e-Meeting System.

Registered H Shareholders will be able to attend the EGM, vote and submit questions online via the designated URL (https://evoting.vistra.com) 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 or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM, vote and submit questions online. In this regard, they should consult directly with their 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.

  1. For the purpose of determining the entitlement of H Shareholders to attend and vote at the EGM, the register of members of H Shareholders will be closed from Monday, February 9, 2026 to Thursday, February 12, 2026 (both days inclusive), during which period no transfer of H shares will be registered. In order to be eligible to attend and vote at the EGM, all transfers of H shares, accompanied by the relevant share certificates, must be lodged with the Company's H share registrars, 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 Friday, February 6, 2026. H Shareholders whose names appear on the register of members of H Shareholders on Thursday, February 12, 2026 shall be entitled to attend and vote at the EGM.

  2. Shareholders who are entitled to attend and vote at the EGM 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.

  3. 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.

  4. In order to be valid, the form of proxy of H Shareholders, 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, or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letters sent by the Company as soon as possible and in any event no later than 2:00 p.m. on Wednesday, February 11, 2026 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 of H Shareholders will not preclude a H Shareholder from attending and voting at the EGM or any adjournment thereof, should they so wish.

  5. The resolution at the EGM 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.

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

As at the date of this notice, the Board comprises Dr. Shen Yuelei as chairman, chief executive officer and executive Director, Dr. Ni Jian as executive Director; 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; and Ms. Li Yan as employee Director.