Brii Biosciences Limited — Proxy Solicitation & Information Statement 2022

Mar 28, 2022

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Brii Biosciences Limited 騰盛博藥生物科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2137)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

I/We [(Note][1)] of

being the registered holder(s) of [(Note][2)] shares of Brii Biosciences Limited (the “ Company ”), HEREBY APPOINT the chairman of the extraordinary general meeting (the “ Meeting ”) of the Company or [(Note][3)] with email address of and address of as my/our proxy to act for me/us at the Meeting (or at any adjournment thereof) to be held physically at One City Center, 110 Corcoran Street, Office 05-130, Durham, North Carolina, the United States of America and virtually via the Tricor e-Meeting Systems on Wednesday, June 22, 2022 at 9:00 a.m. (Hong Kong time) (or immediately after the conclusion of the annual general meeting of the Company to be held on the same day) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

			ddress ofofoxy to act for me/us at the Meeting (or at any adjournment thereof) to be held physically at One City Center, 110 Corcoran Street, Office 05-130,th Carolina, the United States of America and virtually via the Tricor e-Meeting Systems on Wednesday, June 22, 2022 at 9:00 a.m. (Hong Kong	ddress ofofoxy to act for me/us at the Meeting (or at any adjournment thereof) to be held physically at One City Center, 110 Corcoran Street, Office 05-130,th Carolina, the United States of America and virtually via the Tricor e-Meeting Systems on Wednesday, June 22, 2022 at 9:00 a.m. (Hong Kong	ddress ofofoxy to act for me/us at the Meeting (or at any adjournment thereof) to be held physically at One City Center, 110 Corcoran Street, Office 05-130,th Carolina, the United States of America and virtually via the Tricor e-Meeting Systems on Wednesday, June 22, 2022 at 9:00 a.m. (Hong Kong	ddress ofofoxy to act for me/us at the Meeting (or at any adjournment thereof) to be held physically at One City Center, 110 Corcoran Street, Office 05-130,th Carolina, the United States of America and virtually via the Tricor e-Meeting Systems on Wednesday, June 22, 2022 at 9:00 a.m. (Hong Kong
			mediately after the conclusion of the annual general meeting of the Company to be held on the same day) for the purpose of considering and, ifassing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.
				) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.
					ORDINARY RESOLUTIONS	FOR(Note 4)AGAINST(Note 4)dance
	1.	Towi	ath	pprove, confirm and the terms of the Po	ratify the conditional grant of 911,000 RSUs to Dr. Zhi Hong in accorst-IPO Share Award Scheme.
	2.	Toac	aco	pprove, confirm ardance with the ter	nd ratify the conditional grant of 607,000 RSUs to Mr. Yongqing Lms of the Post-IPO Share Award Scheme.	uo in
	Dated thisNotes:1.Full n2.Please3.If any addre4.IMPOTICKon an5.This pduly a6.In ordat the before7.In the for thdesignNotifi8.If youyour pLimit21, 20arrangMeeti9.For thor onl10.Any of the11.In thee-Meetendersenior12.The ccase 13.Your 14.Any a			daof	2022Sinature(s)	(Note 5)
		y ame(s) and address(es) to be i insert the number of shares re proxy other than the Chairman ss and address of proxy desired**RTANT: IF YOU WISH TO ** (�) IN THE BOX MARKEDy resolution properly put to theroxy form must be signed by yuthorised.er to be valid, this proxy form, Company’s branch share regist the time appointed for holdin case of appointment of proxiee holding of the Meeting (i.e. nated URL provided on the notcation Letter.r proxy (except when the Chairroxy cannot attend the Meetinged, for providing the login deta22 (Hong Kong time), you shouements. Shareholders can referng by electronic means.e beneficial owners whose shaine, they should consult directmember of the Company entitle Company but must attend the case of joint registered holderting System), in respect of sucs a vote, whether in person or ity shall be determined by the ompletion and delivery of the fmay be) if they so wish.proxy’s authority and instructiolteration made to this form sho		y ) and address(es) to be i	.gnserted in BLOCK LETTERS.
				rt the number of shares ry other than the Chairman address of proxy desired**NT: IF YOU WISH TO ** IN THE BOX MARKED	gistered in your name(s). If no number is inserted, this form of proxy will be deemed to re of the Meeting is preferred, strike out the words “chairman of the extraordinary general meet in the space provided.VOTE FOR A RESOLUTION, PLEASE TICK (�) IN THE BOX MARKED “FOR”. IF “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his vote at his d	late to all the shares of the Company registered in your name(s).ing (the “Meeting”) of the Company or” and insert the name, emailYOU WISH TO VOTE AGAINST A RESOLUTION, PLEASEiscretion. Your proxy will also be entitled to vote at his discretion
					Meeting other than those referred to in the notice convening the Meeting.ou or your attorney duly authorised in writing or, in the case of a corporation, must be either together with the power of attorney or other authority, if any, under which it is signed or a norar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell g the Meeting (i.e. not later than Monday, June 20, 2022 at 9:00 a.m. (Hong Kong time)) ors submitted in electronic form, the proxy forms must be electronically submitted via Tricor eot later than Monday, June 20, 2022 at 9:00 a.m. (Hong Kong time)) or any adjournment theification letter sent to you by the Company on Tuesday March 29, 2022 (the “**Notification **anoftheMeetinisaointedasrox)ishestoattendtheMeetinandoteonlineo
				y p w cannot attend the Meetingr providing the login detaong Kong time), you shouts. Shareholders can refer electronic means.eficial owners whose shahey should consult directer of the Company entitlepany but must attend the of joint registered holderSystem), in respect of suc	g pp py w g v , yu and vote online. The email address so provided will be used by the Company’s branch share ils for attending and voting at the Meeting via Tricor e-Meeting System. If your proxy has nold contact the Company’s branch share registrar and transfer office in Hong Kong, Tricor Inve to the notice of the Meeting and the Online Meeting User Guide (by scanning the QR coderes are held through banks, brokers, custodians or the Hong Kong Securities Clearing Comply with their banks or brokers or custodians (as the case may be) for the necessary arrangemd to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and Meeting in person physically at the Meeting or via the Tricor e-Meeting System to represens of any shares of the Company, one of such joint registered holders may vote at the Meetih shares as if he/she/it were solely entitled thereto; but if more than one of such joint registe	u pv v . pv,registrar and transfer office in Hong Kong, Tricor Investor Servicest received the login details by email by 5:00 p.m. on Tuesday Junestor Services Limited, hotline at (852) 2975 0928 for the necessary as printed on the Notification Letter) in relation to attending theany Limited would like to attend the Meeting in person physicallyents., on a poll, vote instead of him. The proxy need not be a membert you.ng, either in person or by proxy (whether physically or via Tricorred holders are present at the Meeting, the vote of the senior who
				ote, whether in person or all be determined by the tion and delivery of the fe) if they so wish.’s authority and instructioion made to this form sho	by proxy (whether physically or via Tricor e-Meeting System), shall be accepted to the exc order in which the names stand in the register of members of the Company in respect of thorm of proxy shall not preclude the shareholders from attending and voting in person physican will be revoked if you attend and vote in person physically at the Meeting or via the Triculd be initialed by the person(s) who sign(s) the form.	lusion of the votes of the other joint holders, and for this purposee joint holding.lly or via online at the Meeting or any adjournment thereof (as theor e-Meeting System.
				to time and dates in this form of proxy are to Hong Kong time and dates.tion of the proposed ordinary resolutions in the table above is by way of summary only. The full text appears in the notice of the Meeting.he COVID-19 pandemic and for the health and safety of shareholders, the Company would like to encourage shareholders to exercise their right to vote at the Meeting by appointing thef the Meeting as their proxy and to complete and return the accompanying form of proxy by the time specified above, or attending the Meeting virtually via the Tricor e-Meeting System,ttending the Meeting in person.PERSONAL INFORMATION COLLECTION STATEMENTr and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting Meeting (the “Purposes”). The Company may transfer your and your proxy’s (or proxies’) name(s) and address(es) to its agent, contractor, or third party service provider who providesputer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant foreed to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for accessn of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such requestg by mail to Tricor Investor Services Limited at the above address.
				PRECAUTIONARY MEASURES FOR PHYSICALLY ATTENDING THE EXTRAORDINARY GENERAL MEETING health and safety of shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the venue of Meeting, includingo: body temperature checks

1. References to time and dates in this form of proxy are to Hong Kong time and dates. 16. The description of the proposed ordinary resolutions in the table above is by way of summary only. The full text appears in the notice of the Meeting. 17. In light of the COVID-19 pandemic and for the health and safety of shareholders, the Company would like to encourage shareholders to exercise their right to vote at the Meeting by appointing the chairman of the Meeting as their proxy and to complete and return the accompanying form of proxy by the time specified above, or attending the Meeting virtually via the Tricor e-Meeting System, instead of attending the Meeting in person.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply forof yourthe Meetingand your(theproxy’s“ Purposes (or proxies’)”). The Companyname(s) andmayaddress(es)transfer youris onanda yourvoluntaryproxy’sbasis(orforproxies’)the purposename(s)of processingand address(es)your torequestits agent,for thecontractor,appointmentor thirdof apartyproxyservice(or proxies)providerandwhoyourprovidesvoting administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.

PRECAUTIONARY MEASURES FOR PHYSICALLY ATTENDING THE EXTRAORDINARY GENERAL MEETING

To safeguard the health and safety of shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the venue of Meeting, including but not limited to: • compulsory body temperature checks • compulsory wearing of surgical face masks • no distribution of corporate gifts and no serving of refreshments Attendees who do not comply with the precautionary measures may be denied entry to the Meeting venue. In light of the COVID-19 pandemic and for the health and safety of shareholders, the Company would like to encourage shareholders to exercise their right to vote at the Meeting by appointing the chairman of the Meeting as their proxy and to complete and return the accompanying form of proxy by the time specified above, or attending the Meeting virtually via the Tricor e-Meeting System, instead of attending the Meeting in person.