Brii Biosciences Limited — Proxy Solicitation & Information Statement 2023

Aug 3, 2023

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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

beingsharestheof registeredBrii Biosciencesholder(s)Limitedof [(Note] (the [2)] “ Company ”) HEREBY APPOINT the chairman of the extraordinary general meeting (the “ Meeting ”) of the Company or [(Note][3)]

with email address of

as my/our proxy to act for me/us at the Meeting (or at any adjournment thereof) to be held online via the Tricor e-Meeting Systems on Monday, August 21, 2023 at 9:00 a.m. (Hong Kong time) 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.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 4) AGAINST(Note 4) (Note 5)
	1.	To approve the adoption of the 2023 Share Option Scheme (as defined in the circular of the Company dated August 4, 2023 (the “Circular”)) and the termination of the Existing Share Option Scheme (as defined in the Circular) subject to and conditional upon the 2023 Share Option Scheme becoming unconditional and effective.
	2.	To approve the adoption of the 2023 Share Award Scheme (as defined in the Circular) and the termination of the Existing Share Award Scheme (as defined in the Circular) subject to and conditional upon the 2023 Share Award Scheme becoming unconditional and effective.
	3.	Conditional upon the ab the Scheme Mandate Li	ove ordinary resolutions no. 1 and 2 being duly passed, to approve the adoption of mit (as defined in the Circular).
	4.	Conditional upon the ab the Service Provider Su	ove ordinary resolutions no. 1 and 2 being duly passed, to approve the adoption of blimit (as defined in the Circular).
	Dated this	day of	2023. Signature(s)

Notes: 1. Full name(s) and email address(es) to be inserted in BLOCK LETTERS .

1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

2. If any proxy other than the Chairman of the Meeting is preferred, strike out the words “chairman of the extraordinary general meeting (the “Meeting”) of the Company or” and insert the name and email address of proxy desired in the space provided.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ( � ) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ( � ) IN THE BOX MARKED “AGAINST” . Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

5. In order 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 that power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (i.e. not later than Saturday, August 19, 2023 at 9:00 a.m. (Hong Kong time)) or any adjournment thereof (as the case may be).

6. If your proxy (except when the Chairman of the Meeting is appointed as proxy) wishes to attend the Meeting and vote online, you must provide a valid email address of your proxy to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited. If no email address is provided, your proxy cannot attend the Meeting and vote online. The email address so provided will be used by the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, for providing the login details for attending and voting at the Meeting via Tricor e-Meeting System. If your proxy has not received the login details by email by 5:00 p.m. on Sunday, August 20, 2023, you should contact the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, hotline at (852) 2975 0928 for the necessary arrangements. Shareholders can refer to the notice of the Meeting and the Online Meeting User Guide (by scanning the QR code as printed on the Notification Letter) in relation to attending the Meeting by electronic means.

7. For the beneficial owners whose shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited would like to attend the Meeting, they should consult directly with their banks or brokers or custodians (as the case may be) for the necessary arrangements.

8. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. The proxy need not be a member of the Company but must attend the Meeting via the Tricor e-Meeting System to represent you.

9. In the case of joint registered holders of any shares of the Company, one of such joint registered holders may vote at the Meeting in respect of such shares as if he/she/it were solely entitled thereto; but if more than one of such joint registered holders are present at the Meeting via the Tricor e-Meeting System, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

10. The completion and delivery of this form of proxy shall not preclude the shareholders from attending and voting at the Meeting or any adjournment thereof (as the case may be) if they so wish.

11. Your proxy’s authority and instruction will be revoked if you attend and vote at the Meeting via the Tricor e-Meeting System.

12. Any alteration made to this form should be initialled by the person(s) who sign(s) the form.

13. References to time and dates in this form of proxy are to Hong Kong time and dates.

14. 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.

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupplyinstructionsof your andforyourtheproxy’sMeeting(or(theproxies’)“ Purposes name(s)”). TheandCompanyemail address(es)may transferis onyoura voluntaryand your basisproxy’sfor(ortheproxies’)purpose name(s)of processingand emailyouraddress(es)request for totheitsappointmentagent, contractor,of a proxyor third(or partyproxies)serviceand provider who provides 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 email 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.