CanSino Biologics Inc. — Proxy Solicitation & Information Statement 2021

Jul 14, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CanSino Biologics Inc. , you should at once hand this circular together with the form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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 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 circular.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

CanSino Biologics Inc. 康希諾生物股份公司

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

(Stock code: 6185)

PROPOSED ADJUSTMENT OF BUSINESS SCOPE AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of CanSino Biologics Inc. to be held at Conference Room, Level 11, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 2:00 p.m on Friday, July 30, 2021 is set out in this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cansinotech.com).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon no less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2:00 p.m. on Thursday, July 29, 2021 or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM if they so wish.

References to dates and time in this circular are to Hong Kong dates and time.

July 15, 2021

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING . . . .	N-1

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “A Share(s)”

• ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each and listed on the Sci-Tech Innovation Board of the Shanghai Stock Exchange and traded in RMB

• “Articles of Association” or “Articles”

• the articles of association of the Company, as amended from time to time

• “Board”

• the board of Directors

• “China” or the “PRC”

• the People’s Republic of China, for the purpose of this circular, excluding the regions of Hong Kong, Macao Special Administrative Region of the People’s Republic of China and Taiwan

• “Company”

• CanSino Biologics Inc. (康希諾生物股份公司), a joint stock company incorporated in the PRC with limited liability on February 13, 2017, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6185) and the A Shares of which are listed on Sci-Tech Innovation Board of the Shanghai Stock Exchange (stock code: 688185)

• “Director(s)” the director(s) of the Company

• “EGM”

• the 2021 first extraordinary general meeting of the Company to be held at 2:00 p.m. on Friday, July 30, 2021 (or any adjournment thereof)

• “H Share(s)”

• overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars and listed on the Stock Exchange

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• July 9, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited, as amended from
	time to time
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	holder(s) of the Shares
“Share(s)”	ordinary share(s) in the share capital of the Company,
	with a nominal value of RMB1.00 each, comprising A
	Share(s) and H Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 2 –

LETTER FROM THE BOARD

CanSino Biologics Inc. 康希諾生物股份公司

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

(Stock code: 6185)

Executive Directors :

Dr. Xuefeng YU Dr. Shou Bai CHAO Dr. Tao ZHU (朱濤) Dr. Dongxu QIU

Non-Executive Directors : Mr. Qiang XU (許強) Mr. Liang LIN (林亮) Ms. Nisa Bernice Wing-Yu LEUNG (梁頴宇) Mr. Zhi XIAO (肖治)

Independent Non-executive Directors : Mr. Shiu Kwan Danny WAI (韋少琨) Ms. Zhu XIN (辛珠) Mr. Shuifa GUI (桂水發) Mr. Jianzhong LIU (劉建忠)

Headquarters and Registered Office in the PRC : 401-420, 4th Floor Biomedical Park 185 South Avenue TEDA West District Tianjin PRC

Principal Place of Business in Hong Kong : Room 1901, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

July 15, 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED ADJUSTMENT OF BUSINESS SCOPE AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM.

At the EGM, a special resolution will be proposed to consider, (and if thought fit) approve the proposed adjustment of business scope and proposed amendments to the Articles of Association.

– 3 –

LETTER FROM THE BOARD

II. DETAILS OF THE RESOLUTION

Special Resolution

Reference is made to the announcement of the Company dated June 11, 2021, in relation to the proposed adjustment of business scope and the proposed amendments to the Articles of Association.

Proposed Adjustment of Business Scope

Considering the operation and development needs and actual conditions of the Company, as well as the Company’s strategic development plan, the Company intends to broaden the business scope by including “Class I medical device sales, Class II medical device sales, Class III medical device operation” and other related business scopes. In the meantime, in accordance with the relevant regulations regarding enterprise business scope declaration management of Tianjin Municipal and on the basis that the basic research of vaccine-related technology is classified in the category of “medical research and experimental development” and the production of vaccine is classified in the category of “drug production”, the Company intends to adjust the business scope as follows:

The original business scope of the Company is “research and development of chemical medicines, biological medicines, vaccines and diagnostic reagents, transfer of technologies, production (the operation shall be subject to licenses) and provision of technological consultancy services; wholesale and import/export of chemicals, biological products and consumables (excluding food, drugs, dangerous chemicals and flammables, explosives and precursor chemicals).”

The adjusted business scope as intended by the Company shall be: “Permitted items: Class III medical device operation; drug production; drug import and export; drug retail; drug wholesale; import and export of goods; technology import and export. (For projects that are subject to approval in accordance with the laws, business activities can only be conducted after obtaining approval(s) from the relevant departments, the actual business projects as approved under the approval documents or license documents granted by the relevant departments shall prevail) General projects: Class I medical device sales; Class II medical device sales; medical research and experimental development; technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion. (Except for projects subject to approval by the laws, business activities can be conducted independently with the business license in accordance with the laws)”.

– 4 –

LETTER FROM THE BOARD

Proposed Amendments to the Articles of Association

In accordance with the adjustment of the business scope of the Company and the Official Reply of the State Council regarding the Adjustments of the Application of Provisions to Matters Including the Notice Period for Convention of Shareholders’ Meetings by Overseas Listed Companies (《國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定 的批覆》) (Guo Han [2019] No. 97) and relevant provisions of the relevant laws, administrative regulations and listing rules of the place where the Company is listed, the Company intends to amend the Articles of Association in relation to the business scope and the registration of changes in the register of shareholders, the details of which are set out below:

No. **Article **	No. **Article **	No. **Article **		Before Amendments	Before Amendments	Before Amendments	Before Amendments				Article After Amendments
1	Article 12		The		Company’s		scope		of		Article 12 The Company’s scope of
	business shall be				based	on	the items				business shall be based on the items
	approved by			the	company registration						approved by the company registration
	authority.										authority.
	The Company’s				scope	of	business				The Company’s scope of business
	following	registration under					the laws				following registration under the laws
	are: research and development								of		are:Permitted items: Class III medical
	chemical			medicines,			biological				device operation; drug production;
	medicines,		vaccines and				diagnostic				drug import and export; drug retail;
	reagents,	transfer of				technologies,					drug wholesale; import and export of
	production		(the		operation		shall		be		goods; technology import and export.
	subject to	licenses) and provision							of		(For projects that are subject to
	technological			consultancy			services;				approval in accordance with the laws,
	wholesale			and	import/export				of		business activities can only be
	chemicals,		biological			products		and			conducted after obtaining approval(s)
	consumables			(excluding		food, drugs,					from the relevant departments, the
	dangerous	chemicals and flammables,									actual business projects as approved
	explosives	and precursor				chemicals).					under the approval documents or
											license documents granted by the
											relevant departments shall prevail)
											General projects: Class I medical
											device sales; Class II medical device
											sales; medical research and
											experimental development; technical
											services, technology development,
											technology consulting, technology
											exchange, technology transfer,
											technology promotion. (Except for
											projects subject to approval by laws,
											business activities can be conducted
											independently with the business
											license in accordance with the laws).

– 5 –

LETTER FROM THE BOARD

	No. Article Before Amendments	No. Article Before Amendments
	2 Article 48 No changes resulting from share transfers may be made to the register of shareholders within 30 days prior to a shareholders’ general meeting or 5 days prior to the reference date set by the Company for the purpose of distribution of dividends.	Article 48 **the laws, **
	3 Article 82 Notice of general meeting shall be served to any shareholder (whether has voting right on general meeting or not) either by hand or by post in a prepaid mail, addressed to such shareholder at his registered address as shown in the register of shareholders, or by publication on the Company’s website or other website designated by stock exchange where the Company’s shares are listed, subject to compliance with all applicable laws, regulations and listing rules. For holders of domestic shares, the notice of a general meeting may also be given by public announcement. The public announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authority under the State Council within 20 to 25 working days before holding of the annual general meeting or 15 to 20 days (and not less than 10 working days) before holding of extraordinary general meeting. Once the announcement is published, all holders of domestic shares shall be deemed to have received the notice of the general meeting.

Save for the above amendments to the Articles of Association, other provisions of the Articles of Association remain unchanged. The above amendments shall be subject to the final registered content as approved by the regulatory authority. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the Articles of Association, the Chinese version shall prevail.

A special resolution will be proposed at the EGM to approve, among other things, the above proposal in relation to the proposed adjustment of business scope and amendments to the Articles of Association. The amended Articles of Association shall become effective on the date of passing the relevant resolution at the EGM. Prior to the passing of the relevant resolution at the EGM, the prevailing Articles of Association shall remain valid.

– 6 –

LETTER FROM THE BOARD

III. THE EGM

The EGM will be held at Conference Room, Level 11, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, PRC at 2:00 p.m. on Friday, July 30, 2021. Notice convening the EGM is set out on pages N-1 to N-2 of this circular and published on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.cansinotech.com).

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

Reference is made to the announcement of the Company in respect of closure of registered of members dated June 11, 2021. The register of members of H Shares should be closed from Wednesday, June 30, 2021 to Friday, July 30, 2021, both days inclusive, during which period no transfer of H Shares would be registered, in order to determine the holders of the H Shares who are entitled to attend and vote at the EGM.

To be eligible to attend and vote at the EGM, all properly completed transfer documents accompanied by the relevant share certificate(s) should have been lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, June 29, 2021 for registration.

V. PROXY ARRANGEMENT

The form of proxy of the EGM is enclosed and published on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.cansinotech.com).

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2:00 p.m. on Thursday, July 29, 2021) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting should you so wish.

VI. VOTING BY POLL

Any vote of Shareholders at the EGM must be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to the proposed resolution at the EGM.

– 7 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, none of the Shareholders are required to abstain from voting on the above resolution at the EGM.

VII. RECOMMENDATION

The Board considers that the resolution proposed at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the proposed resolution.

VIII.RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board CanSino Biologics Inc. Xuefeng YU Chairman

– 8 –

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

CanSino Biologics Inc. 康希諾生物股份公司

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

(Stock code: 6185)

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2021 first extraordinary general meeting (the “ EGM ”) of CanSino Biologics Inc. (the “ Company ”) will be held at Conference Room, Level 11, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the People’s Republic of China at 2:00 p.m. on Friday, July 30, 2021 for the following purpose:

SPECIAL RESOLUTION

1. To consider and approve the proposed adjustment of business scope and proposed amendments to the articles of association of the Company as set out in the circular of the Company dated July 15, 2021.

By order of the Board CanSino Biologics Inc. Xuefeng YU Chairman

Hong Kong, July 15, 2021

– N-1 –

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.cansinotech.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after the EGM.

2. Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), at least 24 hours before the EGM (i.e. not later than 2:00 p.m. on Thursday, July 29, 2021) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.

4. For the purpose of determining the list of holders of H shares who are entitled to attend the EGM, the H share register of members of the Company should be closed from Wednesday, June 30, 2021 to Friday, July 30, 2021, both days inclusive, during which period no transfer of shares would be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of the shares shall ensure all transfer documents accompanied by the relevant share certificates have been lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, June 29, 2021 for registration.

5. In case of joint shareholders, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

6. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

7. A shareholder or his/her proxy should produce proof of identity when attending the EGM.

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

As of the date of this notice, the board of directors comprises Dr. Xuefeng YU, Dr. Shou Bai CHAO, Dr. Tao ZHU and Dr. Dongxu QIU as executive directors, Mr. Qiang XU, Mr. Liang LIN, Ms. Nisa Bernice Wing-Yu LEUNG and Mr. Zhi XIAO as non-executive directors, and Mr. Shiu Kwan Danny WAI, Ms. Zhu XIN, Mr. Shuifa GUI and Mr. Jianzhong LIU as independent non-executive directors.

– N-2 –