Biosino Bio-Technology and Science Incorporation — Proxy Solicitation & Information Statement 2021

May 7, 2021

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Biosino Bio-Technology and Science Incorporation, you should at once hand this supplemental circular, together with the enclosed revised form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

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中生北控生物科技股份有限公司 BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION *

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 8247)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 26 APRIL 2021 PROPOSED GRANTING OF THE GENERAL MANDATE TO ISSUE NEW SHARES AND SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

This supplemental circular should be read in conjunction with the circular of Biosino Bio-Technology and Science Incorporation (the “Company”) dated 26 April 2021.

A revised notice convening the annual general meeting (the “AGM” or “Annual General Meeting”) of the Company to be held at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the People’s Republic of China (the “PRC”) on Friday, 28 May 2021 at 10:00 a.m. has been announced by the Company on 26 April 2021. Due to the addition of the new resolution, a supplemental notice of the AGM (the “Supplemental Notice”) has been set out on pages 5 to 8 of this supplemental circular. This Supplemental Notice should be read in conjunction with the revised notice of the AGM.

A further revised form of proxy for use at the AGM is enclosed herewith is also published on the websites of GEM of the Stock Exchange (www.hkgem.com) and the Company (www.zhongsheng.com.cn). Whether or not you intend to attend the AGM, you are requested to complete and return (i) the reply slip enclosed with the notice of the AGM in accordance with the instructions printed thereon not later than Friday, 7 May 2021; and (ii) the further revised form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the further revised form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

This supplemental circular will remain on the GEM website with the domain name of www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.

7 May 2021

• For identification purposes only

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proposed Granting of the General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Supplemental notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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LETTER FROM THE BOARD

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中生北控生物科技股份有限公司 BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 8247)

Chairman and executive Director Mr. Wu Lebin（吳樂斌先生）

Vice-chairman and executive Director Mr. Chen Jintian（陳錦添先生）

Vice-chairman and non-executive Director Dr. Sun Zhe（孫哲博士）

Executive Director Mr. Chen Jianhua（陳建華先生）

Non-executive Directors Ms. Cheng Yali （程亞利女士） Mr. Wang Tao（王滔先生）

Registered office and principal place of business in the PRC: No. 27 Chaoqian Road Science and Technology Industrial Park Changping District Beijing, PRC

Principal place of business in Hong Kong: 66/F., Central Plaza 18 Harbour Road Wanchai Hong Kong

Independent non-executive Directors Dr. Zheng Yongtang（鄭永唐博士） Mr. Ren Fujin（任孚今先生） Ms. Li Li （李漓女士）

7 May 2021

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 26 APRIL 2021 PROPOSED GRANTING OF THE GENERAL MANDATE TO ISSUE NEW SHARES AND

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

INTRODUCTION

References are made to the the circular of the Company dated 26 April 2021 (the “Original Circular”) and the revised notice of the AGM of the Company dated 26 April 2021 (the “Revised Notice”), which set out the time and venue of the AGM and contain the resolutions to be proposed at the AGM for Shareholders’ consideration and approval. This supplemental circular should be read in conjunction with the Original Circular. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Original Circular.

• For identification purposes only

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LETTER FROM THE BOARD

The main purpose of this supplemental circular is to provide you with information regarding, inter alia, the proposed granting of the general mandate to issue new Shares, and to seek your approval at the AGM for the special resolution in relation to such matters.

PROPOSED GRANTING OF THE GENERAL MANDATE

To increase the flexibility and efficiency in operation, and to give discretion to the Board in the event that it becomes desirable to issue any Shares, the Company proposes to obtain Shareholders’ approval for the general mandate to allot, issue and otherwise deal with additional Shares up to the limit of 20% of the Shares in issue on the date of the passing of the relevant resolution (the “General Mandate”). Any exercise of the power by the Directors under the General Mandate shall comply with the relevant requirements of the GEM Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC. The Board has no present plan to issue new Shares pursuant to the General Mandate. The General Mandate shall be effective from the date of passing the relevant resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held; or

• (iii) the revocation or variation of the authority given under the relevant resolution by a special resolution of the Company in general meeting.

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LETTER FROM THE BOARD

As at 7 May 2021, being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information in this supplemental circular, the Company had in issue 144,707,176 Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company will be allowed to allot, issue and deal with up to a maximum of 28,941,435 Shares on the basis that no further Shares will be issued by the Company prior to the AGM.

The resolution relating to the proposed granting of the General Mandate will be proposed under item 11 of the Supplemental Notice and item 11 of further revised form of proxy. Shareholders will be invited to vote on the resolution proposed for the granting of the General Mandate.

AGM AND PROXY ARRANGEMENT

Due to the addition of the new resolution, the Supplemental Notice has been set out on pages 5 to 8 of this supplemental circular. At the AGM, resolutions will be proposed to approve, inter alia, the proposed removal, appointment and re-appointment of Directors, the proposed appointment of a Supervisor, and the granting of the General Mandate to issue new Shares.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A further revised form of proxy for use at the AGM is enclosed with the Supplemental Notice and such further revised form of proxy is also published on the GEM website and the Company’s website (www.zhongsheng.com.cn). Whether or not you intend to attend the AGM, you are requested to complete and return (i) the reply slip enclosed with the Supplemental Notice in accordance with the instructions printed thereon not later than Friday, 7 May 2021 and (ii) the further revised form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that all resolutions (except resolutions 6, 9 and 10 as prescribed in the Revised Notice) proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. The remaining Directors (all Directors except Mr. Chen Jintian, Mr. Chen Jianhua and Ms. Li) believe that resolutions 6, 9 and 10 (as prescribed in the Revised Notice) proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of the resolutions (except resolutions 6, 9 and 10 as prescribed in the Revised Notice) to be proposed at the AGM and the remaining Directors recommend that all the Shareholders should vote in favour of resolutions 6, 9 and 10 (as prescribed in the Revised Notice) to be proposed at the AGM as set out in the Supplemental Notice.

Yours faithfully, For and on behalf of the Board

Biosino Bio-Technology and Science Incorporation

Tung Woon Cheung, Eric Company Secretary

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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

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中生北控生物科技股份有限公司 BIOSINO BIO-TECHNOLOGY AND SCIENCE INCORPORATION

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 8247)

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

Reference is made to the revised notice (the “Revised Notice”) of the annual general meeting (the “Meeting”) of Biosino Bio-Technology and Science Incorporation (the “Company”) dated 26 April 2021, which sets out the resolutions to be considered and, if thought fit, to be approved at the Meeting to be held at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the People’s Republic of China (the “PRC”) on Friday, 28 May 2021 at 10:00 a.m.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Meeting will be held as originally scheduled at the same time and venue for the purposes of considering the following additional resolution. This supplemental notice should be read in conjunction with the Revised Notice:

AS SPECIAL RESOLUTION

1. To give a general mandate to the Board to issue, allot and deal with additional shares not exceeding 20% of the shares of the Company in issue and authorise the Board to make corresponding amendments to the articles of association of the Company (the “Articles of Association”) as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares:

• For identification purposes only

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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

“ THAT

• (A) (a) subject to sub-paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

  • (b) the approval in paragraph (a) shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

  • (c) the aggregate nominal amount of shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of the aggregate nominal amount of shares of the Company in issue on the date of passing this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

  • (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or other applicable laws to be held; or (iii) the revocation or variation of the authority given under this resolution by a special resolution of the Company in general meeting.

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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

• (B) The Board be authorised to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution.”

For and on behalf of the Board

Biosino Bio-Technology and Science Incorporation Tung Woon Cheung, Eric Company Secretary

Beijing, the PRC, 7 May 2021

Notes:

• i. A member of the Company (“Member”) entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy needs not be a Member. A further revised form of proxy (the “Further Revised Proxy From”) for use at the Meeting is enclosed herewith. In the case of the joint holders of any Share, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such share at the Meeting, and this notice shall be deemed to be given to all joint holders of such share.

• ii. To be valid, the Further Revised Proxy Form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and in case of holders of domestic shares, to the Company’s mailing address at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the PRC, postal code 102200, not later than 24 hours before the time appointed for holding the Meeting or the time appointed for passing the resolutions or any adjournment thereof. Delivery of the Further Revised Proxy Form shall not preclude a Member from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• iii. Members and their proxies should produce identity proof (and form of proxy in case of proxies) when attending the Meeting.

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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

• iv. The Company’s H share registrar in Hong Kong will be closed from Friday, 7 May 2021 to Thursday, 27 May 2021, both days inclusive, in order to determine the entitlement to attend the Meeting. All properly completed H shares transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 6 May 2021, for registration.

• v. Whether or not the holders of H shares of the Company who intend to attend the Meeting shall complete the enclosed reply slip for the Meeting and return it, by hand or by post, to the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or by fax to (852) 2810 8185 on or before Friday, 7 May 2021.

• vi. Whether or not the holders of domestic shares of the Company who intend to attend to the Meeting shall complete the enclosed reply slip for the Meeting and return it, by hand or by post, to the Company’s mailing address at No. 27 Chaoqian Road, Science and Technology Industrial Park, Changping District, Beijing, the PRC, postal code 102200, or by fax to (86) 10-8011 7026 on or before Friday, 7 May 2021.

• vii. It is expected that the Meeting will last not more than half a day. Members and their proxies attending the Meeting shall bear their own travel and accommodation expenses.

• viii. If you wish to appoint a proxy to attend and vote at the Meeting on your behalf and if you have not yet returned the proxy form (the “First Proxy Form”) published on 14 April 2021 or the proxy form (the “Second Proxy Form”) published on 26 April 2021 to the Company, you should complete, sign and return the accompanying Further Revised Proxy Form to Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the time appointed for holding Meeting or any of its adjournments (as the case may be) (the “Closing Time”). In this case, the First Proxy Form or the Second Proxy Form should not be submitted to the Company.

• ix. If you wish to appoint any proxy to attend and vote at the Meeting on your behalf, and have already duly completed and submitted the First Proxy Form or the Second Proxy Form to the Company by the Closing Time, you should note that:

  • (a) if no Further Revised Proxy Form is submitted to the Company, the First Proxy Form (if no Second Proxy Form was submitted) or the Second Proxy Form correctly completed and duly lodged will be treated as a valid proxy form submitted by you. However, the relevant items of the ordinary resolution 7 and special resolution 12 in the First Proxy Form will not be counted and will be deemed invalid;

  • (b) if the Further Revised Proxy Form is duly completed and submitted to the Company by the Closing Time, such Further Revised Proxy Form will revoke and supersede the First Proxy Form and/or the Second Proxy Form submitted by you. Such Further Revised Proxy Form will be treated as a valid proxy form submitted by you; and

  • (c) if the Further Revised Proxy Form is submitted to the Company after the Closing Time, such Further Revised Proxy Form will be invalid and the validity of the First Proxy Form (if no Second Proxy Form was submitted) or the Second Proxy Form correctly completed and duly submitted by you will not be affected.

• x. Shareholders should note that completion and delivery of the First Proxy Form, the Second Proxy Form and/or the Further Revised Proxy Form shall not preclude a member from attending and voting in person at the Meeting (or any adjournment thereof) if the member so wish and in such event, the First Proxy Form, the Second Proxy Form and/or the Further Revised Proxy Form should be deemed to be revoked.

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