THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CStone Pharmaceuticals, you should at once hand this circular, together with the enclosed proxy form, 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 the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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CStone Pharmaceuticals 基石藥業

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2616)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of CStone Pharmaceuticals to be held at 21/F, New Bund Times Square, No. 399 West Haiyang Road, Pudong New District, Shanghai, China on Wednesday, June 21, 2023 at 10:00 a.m. is set out on pages 43 to 48 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cstonepharma.com).

Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. by no later than 10:00 a.m. on Monday, June 19, 2023). Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish and in such event, the form of proxy shall be deemed to be revoked.

April 26, 2023

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandates to Issue Shares and Buy Back Shares . . . . . . . . . . . . . . . . .	5
3.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . .	7
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
11.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – BIOGRAPHICAL DETAILS OF RETIRING
	DIRECTORS PROPOSED FOR RE-ELECTION. . . . . .	10
APPENDIX II – EXPLANATORY STATEMENT ON THE SHARE
	BUY-BACK MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX III – AMENDMENTS TO THE EXISTING ARTICLES OF
	ASSOCIATION AND THE ADOPTION OF
	THE NEW ARTICLES OF ASSOCIATION . . . . . . . . . .	19
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .		43

– i –

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at 21/F, New Bund Times Square, No. 399 West Haiyang Road, Pudong New District, Shanghai, China on Wednesday, June 21, 2023 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages 43 to 48 of this circular “Articles of Association” the fourth amended and restated memorandum and articles of association of the Company, adopted on January 30, 2019 by Shareholders of the Company, with effect from February 26, 2019, and as amended from time to time

“Audit Committee” the audit committee of the Company
“Board”
the board of Directors
“Company”

CStone Pharmaceuticals, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

“Compensation Committee” the compensation committee of the Company
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong Dollars, the lawful currency of Hong Kong
“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“Investment Committee” the investment committee of the Company
“Issuance Mandate”

a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the AGM as set out on pages 43 to 48 of this circular

– 1 –

DEFINITIONS

“Latest Practicable Date” April 18, 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
“New Articles of Association” the Fifth Amended and Restated Memorandum and Articles of Association of the Company proposed to be adopted at the AGM
“Nomination Committee” the nomination committee of the Company
“SFO” the Securities and Futures Ordinance, (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Share(s)” ordinary share(s) of par value of US$0.0001 each in the capital of the Company
“Shareholder(s)” the holder(s) of the Share(s)
“Share Buy-back Mandate” a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of Shares in issue as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the AGM as set out on pages 43 to 48 of this circular
“Share Incentivization Schemes” the Pre-IPO Incentivization Plan, Post-IPO ESOP and Post-IPO RSU Scheme of the Company. For details, please refer to the annual report of the Company for the year ended December 31, 2022
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Strategy Committee” the strategy committee of the Company
“subsidiary” or “subsidiaries” shall have the meaning ascribed to it under the Listing Rules
“Takeovers Code”
the Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission, as amended from time to time

– 2 –

DEFINITIONS

“US$” United States dollars, the lawful currency of the United States of America “%” per cent

– 3 –

LETTER FROM THE BOARD

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CStone Pharmaceuticals 基石藥業

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2616)

Executive Director:

Dr. Jianxin Yang (Chief Executive Officer)

Non-executive Directors: Dr. Wei Li (Chairman) Mr. Kenneth Walton Hitchner III Mr. Xianghong Lin Mr. Edward Hu

Independent non-executive Directors: Dr. Paul Herbert Chew Mr. Ting Yuk Anthony Wu Mr. Hongbin Sun

Registered office: The offices of Vistra (Cayman) Limited P.O. Box 31119, Grand Pavilion Hibiscus Way, 802 West Bay Road Grand Cayman KY1-1205 Cayman Islands Head Office and Principal Place of Business in China: 218 Xinghu Str. C1 Building, North Block Suzhou Industrial Park China

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

April 26, 2023

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the following proposals to be put forward at the AGM for the approval of, among other matters (i) the grant to the Directors of Issuance Mandate and Share Buy-back Mandate to issue Shares and buy back Shares; (ii) the re-election of the retiring Directors; (iii) re-appointment of auditor; and (iv) proposed amendments to the Articles of Association.

– 4 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES

At the annual general meeting of the Company held on June 30, 2022, general mandates were granted to the Directors to issue and buy back Shares. Such mandates will lapse at the conclusion of the AGM. In order to ensure greater flexibility for the Company to issue new Shares, an ordinary resolution no. 5 will be proposed at the AGM to grant to the Directors the Issuance Mandate to exercise the powers of the Company to allot and issue new Shares in the share capital of the Company of up to 20% of the total number of Shares in issue as at the date of the passing of the proposed ordinary resolution in relation to the Issuance Mandate. As at the Latest Practicable Date, the Company had 1,283,858,667 Shares in issue. Subject to the passing of the ordinary resolution no. 5 and on the basis that there is no change to the number of issued Shares before the AGM, the Company will be allowed to issue a maximum of 256,771,733 Shares. In addition, subject to a separate approval of the ordinary resolution no. 7, the number of Shares bought back by the Company under ordinary resolution no. 6 will also be added to the aggregate number of issued Shares under the Issuance Mandate as mentioned in the ordinary resolution no. 5. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issuance Mandate, other than Shares which may fall to be allotted and issued upon the exercise of any options or the settlement of any restricted share units granted under the Share Incentivization Schemes. For more details about the Share Incentivization Schemes, please refer to the 2022 annual report published by the Company.

In addition, an ordinary resolution will be proposed at the AGM to approve the Share Buy-back Mandate to the Directors to exercise the powers of the Company to buy back Shares, representing up to 10% of the total number of Shares in issue as at the date of the passing of the proposed ordinary resolution in relation to the Share Buy-back Mandate. As at the Latest Practicable Date, the Company had 1,283,858,667 Shares in issue. Subject to the passing of the ordinary resolution no. 6 and on the basis that there is no change to the number of issued Shares before the AGM, the Company will be allowed to buy back a maximum of 128,385,866 Shares.

An explanatory statement required by the Listing Rules in connection with the Share Buy-back Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

3. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 16.19 of the Articles of Association, the number of Directors retiring by rotation at each annual general meeting shall not be less than one-third of the Directors for the time being, and any retiring Director shall be eligible for re-election at the same annual general meeting. Accordingly, Dr. Wei Li, Mr. Xianghong Lin, Dr. Paul Herbert Chew and Mr. Hongbin Sun will retire by rotation and shall be eligible to offer themselves for re-election as the Directors at the AGM.

– 5 –

LETTER FROM THE BOARD

In accordance with Article 16.2 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Dr. Jianxin Yang, who was appointed as an executive Director by the Board on August 25, 2022, and whose appointment became effective on the same date to fill the casual vacancy created by the resignation of Dr. Frank Ningjun Jiang, shall hold office until the AGM and shall be eligible to offer himself for re-election as the Director at the AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the qualifications, skills, knowledge and experience, time commitment and contributions of the above retiring Directors, having regard to the nomination policy and the board diversity policy of the Company. The Nomination Committee is of the view that the above retiring Directors have extensive experience in different fields and professions that are relevant to the Company’s business. In addition, their respective background, experience and knowledge allow them to provide valuable and relevant insights and contribute to the diversity of the Board; and the performance of the retiring Directors was satisfactory and they contributed effectively to the operation of the Board. Accordingly, the Nomination Committee has recommended them to the Board for re-election and the Board has endorsed the recommendations of the Nomination Committee and recommended all the above retiring Directors to stand for re-election at the AGM.

Each of Dr. Paul Herbert Chew and Mr. Hongbin Sun has confirmed to the Company his independence having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules. The Nomination Committee and the Board has assessed and reviewed the written confirmation of independence of Dr. Paul Herbert Chew and Mr. Hongbin Sun who has each offered himself for re-election at the AGM based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that he remains independent in accordance with Rule 3.13 of the Listing Rules. Each of Dr. Paul Herbert Chew and Mr. Hongbin Sun is not involved in the daily management of the Company nor in any relationships which would interfere with the exercise of his independent judgment.

In addition, taking into consideration of the diversity perspectives (including but not limited to gender, age, cultural and educational background, professional experience, length of service, skills and knowledge) and the current public directorship held by him, the Board is satisfied that each of Dr. Paul Herbert Chew and Mr. Hongbin Sun is of such character, integrity and experience commensurate with the office of an independent non-executive Director. The Board believes that they will be able to devote sufficient time to the Board and will continue to provide independent, balanced and objective view to the Company’s affairs. Accordingly, the Nomination Committee recommended to the Board, and the Board has considered, the re-election of Dr. Jianxin Yang, Dr. Wei Li, Mr. Xianghong Lin, Dr. Paul Herbert Chew and Mr. Hongbin Sun.

– 6 –

LETTER FROM THE BOARD

The Board is of the view that each of the Directors proposed to be re-elected has extensive working experience in the industry and will contribute to the Group in promoting diversity of the Board. The biographical details of the above retiring Directors who are subject to re-election at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

4. RE-APPOINTMENT OF AUDITOR

The Board, upon the recommendation of the Audit Committee, proposed to re-appoint Deloitte Touche Tohmatsu as the independent external auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company. The proposed re-appointment of auditor was deliberated on and approved at the meeting of the Board held on March 15, 2023 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

5. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to amend and restate the existing Articles of Association. With effect from January 1, 2022, the Listing Rules have been amended which requires, among others, listed issuers to adopt a uniform set of 14 “Core Standards” for shareholder protections for issuers set out in Appendix 3 to the Listing Rules. As such, the Board proposes to amend the Articles of Association (the “ Proposed Amendments ”) for the purposes of, among others, (i) bringing the Articles of Association in line with amendments made to Listing Rules and applicable laws and procedures of the Cayman Islands; (ii) allow a general meeting to be held as an electronic meeting (also referred to as a virtual meeting) or a hybrid meeting; and (iii) making certain consequential and housekeeping amendments to the Articles of Association.

Details of the Proposed Amendments are set out in Appendix III to this circular. The Proposed Amendments are written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the Proposed Amendments is purely a translation only. Should there be any discrepancy, the English version shall prevail.

The Proposed Amendments as well as the adoption of the New Articles of Association are subject to the Shareholders’ approval by way of a special resolution at the AGM.

– 7 –

LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, June 16, 2023 to Wednesday, June 21, 2023, both days inclusive, during which period no share transfers can be registered.

In order to be eligible for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, June 15, 2023.

7. NOTICE OF ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 43 to 48 of this circular.

8. FORM OF PROXY

A form of proxy is enclosed for use at the AGM. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cstonepharma.com). Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the AGM (i.e. by no later than 10:00 a.m. on Monday, June 19, 2023). Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the AGM if they so wish and in such event, the form of proxy shall be deemed to be revoked.

9. VOTING BY POLL

Any vote of shareholders at a general meeting must be taken by poll in accordance with the Listing Rules and the Articles of Association. The chairman of the AGM shall therefore demand voting on all resolutions set out in the notice of AGM be taken by way of poll pursuant to Article 13.6 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each share registered in his/her name in the register. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way. As at the Latest Practicable Date, to the extent the Company is aware, having made all reasonable enquires, no Shareholder has to abstain from voting on any of the proposed resolutions. The results of the poll will be published on the websites of the Stock Exchange and the Company after conclusion of the AGM in the manner prescribed under the Listing Rules.

– 8 –

LETTER FROM THE BOARD

10. 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.

11. RECOMMENDATION

The Directors consider that the proposed resolutions as set out in the notice of the AGM are in the interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully By order of the Board CStone Pharmaceuticals Dr. Wei Li

Chairman

– 9 –

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the biographical details of the Directors (as required by the Listing Rules) who will retire and are eligible to offer themselves to be re-elected at the AGM.

DIRECTOR CANDIDATES

Executive Director

Dr. Jianxin Yang (楊建新), M.D., Ph.D. , aged 59, is as our Chief Executive Officer, executive Director, chairman of the Strategy Committee and an authorised representative of the Company. Dr. Yang has been our senior vice president and chief medical officer since December 2016. Currently, he is responsible for the overall operation strategic planning and business operation of our Group.

Dr. Yang has over 25 years of experience in biomedical research and clinical development of oncology drugs in the U.S. and China. Prior to joining us, he served as the Senior Vice President and Head of Clinical Development at BeiGene, Ltd. (NASDAQ: BGNE, HKSE: 6160, the Star Market of SHSE: 688235) from July 2014 to December 2016. He led BeiGene, Ltd.’s clinical team in clinical development of its oncology pipeline, and led the development and management of over ten clinical trials worldwide, including the first anti-PD-1 mAb originated in China, BTK inhibitors and PARP inhibitors.

Prior to joining BeiGene, Ltd., Dr. Yang served as a Medical Director at Covance Inc. from September 2011 to July 2014. He served as Senior Chief Scientist for tumor biomarkers in Pfizer Inc., and served as a Research Scientist in the cancer genomics division at Tularik Inc. (acquired by Amgen Inc. in 2004).

Throughout his career, Dr. Yang has made significant contributions to the successful development of several anticancer drugs. He is also the author of over 50 publications and the inventor of nine patents.

Dr. Yang received a bachelor’s degree in medicine from Xianning Branch of Hubei Medical College (湖北醫學院咸寧分院), (currently known as Hubei Institute of Science and Technology (湖北科技學院)) in Hubei, China in July 1985 and a master’s degree in pathophysiology from Nanjing Medical College (南京醫學院), (currently known as Nanjing Medical University (南京醫科大學)) in Nanjing, China in July 1989. He then received his Ph.D. training in molecular biology with Nobel Laureates Drs. Michael S. Brown and Joseph L. Goldstein at the University of Texas Southwestern Medical Center at Dallas, U.S. in June 1995. He conducted his postdoctoral training in chemical biology with Dr. Stuart L. Schreiber at Harvard University in the United States from 1995 to 1998.

Dr. Yang entered into a letter of appointment as an executive Director with the Company for an initial period of one year (subject to retirement at the AGM) and his appointment shall continue for a period of three years and until the conclusion of the third annual general meeting of the Company after his re-election or such earlier date pursuant to the Articles of Association. Pursuant to the appointment letter, the annual salary of Dr. Yang shall be US$615,000. He is also entitled to receive discretionary bonuses and other benefits as may be determined by the Compensation Committee having regard to the Company’s and his performance, subject to

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

review by the Company from time to time pursuant to the Articles of Association. In addition, Dr. Yang is an eligible person under the Share Incentivization Schemes. The above remuneration package for Dr. Yang was determined by the Board on the recommendation of the Compensation Committee with reference to (i) Dr. Yang’s experience, knowledge and qualifications; (ii) the remuneration paid by comparable companies; and (iii) the time commitment, duties and responsibilities of Dr. Yang as the Chief Executive Officer of the Company and the executive Director.

As at the Latest Practicable Date, Dr. Yang was interested in 46,247,256 shares of the Company, including 8,279,786 shares beneficially owned by him and 37,967,470 shares underlying the options and restricted share units granted to him in accordance with the Share Incentive Schemes, which are required to be disclosed under Part XV of the SFO.

Dr. Wei Li (李偉), Ph.D. , aged 51, is our Chairman of Board. He has been our Director since December 2015 and was re-designated as a non-executive Director on October 29, 2018, and was re-elected as a non-executive Director on June 23, 2021. Dr. Li took up the role of Chairman and the chairman of the Nomination Committee on May 31, 2022. Dr. Wei Li is also a member of the Compensation Committee.

Dr. Li has over 20 years of experience in the biotech industry. He serves as a partner of Creacion Ventures since April 2020 and the managing partner of 6 Dimensions Capital, L.P. since October 2017 and is a founding partner and the managing partner of WuXi Healthcare Ventures II, L.P. since July 2015. Dr. Li has been a director of Ocumension Therapeutics (歐康維視生物), a company listed on the Stock Exchange (stock code: 1477) since April 2018 and re-designated as a non-executive director since July 2021.

During his scientific research career, Dr. Li has first-authored numerous scientific publications in journals including Science, Proceedings of the National Academy of Sciences, and Journal of Biological Chemistry.

Dr. Li received a Ph.D. in chemistry from Harvard University in the United States in November 1998, and an MBA from the J. L. Kellogg School of Management at Northwestern University in the United States in June 2003. He graduated with a bachelor of science in chemical physics from the University of Science and Technology of China (中國科學技術大學) in Anhui, China in July 1993.

Dr. Li did not enter into a service contract with Company and his length of service was not designated. No remuneration has been paid to Dr. Li in respect of the financial year ended December 31, 2022. His remuneration (if any) shall be fixed by the Board and reviewed from time to time taking into consideration recommendation from the Compensation Committee with reference to the performance and profitability of the Company as well as remuneration benchmark in the industry and the prevailing market conditions. Dr. Li is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of Company in accordance with the provision of the Articles of Association.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Dr. Li did not have any interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Xianghong Lin (林向紅) , aged 52, was appointed as our non-executive Director with effect from November 30, 2020, and was re-elected as a non-executive Director on June 23, 2021.

Mr. Lin has been the chairman of the board of directors and a member of the investment committee of Suzhou Equity Investment Fund Management Co. Ltd. (蘇州股權投資基金管理有限公司) since December 2017; the chairman of the board of directors and a member of the investment committee of Kaiyuan Guochuang Capital Management Co., Ltd. (開元國創資本管理有限公司) since March 2017; and the chief executive officer of Suzhou Private Capital Investment Holdings Co., Ltd. (蘇州民營資本投資控股有限公司) since April 2016. Mr. Lin was the president of Suzhou Oriza Holdings Corporation (蘇州元禾控股股份有限公司) from October 2015 to March 2016 and the chairman of the board of directors and the president of Suzhou Oriza Holdings Ltd. (蘇州元禾控股有限公司) from September 2007 to October 2015. Prior to that, he served as the chairman of the board of directors and the president of China-Singapore Suzhou Industrial Park Ventures Co., Ltd. (中新蘇州工業園區創業投資有限公司) from November 2001 to September 2007. From April 2000 to November 2001, he served as various positions of China-Singapore Suzhou Industrial Park Development Co., Ltd. (中新蘇州工業園區開發有限公司), including the deputy general manager of the finance department and the general manager of the investment department.

Mr. Lin served as a non-executive director of Lepu Biopharm Co., Ltd., a company listed on the Stock Exchange (stock code: 2157) since April 2020. Mr. Lin has been a member of the venture capital fund professional committee of Asset Management Association of China (中國證券投資基金業協會創業投資基金專業委員會) since June 2015, a member of the investment decision committee of the China Integrated Circuit Industry Investment Fund (國家集成電路產業投資基金) since 2014, and a director of the Xi’an Jiaotong University Education Foundation (西安交通大學教育基金會) since 2011.

Mr. Lin obtained bachelor’s degree in auditing from the Xi’an Jiaotong University in July 1992, a master degree in agricultural economic management from the University of Suzhou in June 1999 and a doctorate degree in management science and engineering from Xi’an Jiaotong University in June 2009.

Mr. Lin entered into a letter of appointment as a non-executive Director with the Company for an initial term with effect from November 30, 2020 until the conclusion of the annual general meeting of the Company held on May 20, 2021. Upon being re-elected at the annual general meeting of the Company held on May 20, 2021, Mr. Lin’s appointment shall continue for a period of three years and until the conclusion of the third annual general meeting of the Company after the re-election or such earlier date pursuant to the Articles of Association. No remuneration has been paid to Mr. Lin in respect of the financial year ended December 31, 2022. His remunerations (if any) shall be fixed by the Board and reviewed from time to time

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

taking into consideration recommendation from the Compensation Committee with reference to the performance and profitability of the Company as well as remuneration benchmark in the industry and the prevailing market conditions. Mr. Lin is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of Company in accordance with the provision of the Articles of Association.

As at the Latest Practicable Date, Mr. Lin did not have any interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Dr. Paul Herbert Chew, M.D. , aged 71, was appointed as an independent non-executive Director on February 14, 2019, and was re-elected as an independent non-executive Director on June 23, 2021. Dr. Chew is a member of the Audit Committee, the Compensation Committee, the Nomination Committee and the Strategy Committee.

Dr. Chew is currently the adviser chief medical officer and he is on the board of directors for Phesi, an innovative firm that optimizes clinical trial design with novel technology. Dr. Chew is also the adviser chief medical officer for CorMedix, Inc, utilizing a taurolidinebased platform to prevent infection in high-risk patients. Dr. Chew serves on the advisory boards at the Center for Public Health, George Washington School of Public Health as well as ArisGlobal, a leading life sciences software provider that speeds drug development. He has served as a member of the board of trustees for the U.S. Pharmacopeia that sets quality standards for U.S. drugs, foods and dietary supplements, enforced by the U.S. FDA but whose standards are also followed by more than 140 countries.

From 2013 to 2016, Dr. Chew served as the global chief medical officer for Sanofi, overseeing medical affairs, regulatory affairs, drug safety, and pharmaco-economics. From 2016 to 2018, Dr. Chew has also been the chief medical officer for Omada Health, a premier Bay area company in digital therapeutics for the management of chronic disease. Dr. Chew has been on the board of external advisors for the University of North Carolina School of Public Health. He has served as a member of the Institute of Medicine Value & Science-Driven Healthcare Roundtable. He is board certified in Internal Medicine and Cardiovascular Disease. Dr. Chew was also a member of the Cardiology and Radiology faculty at the Johns Hopkins Hospital and he holds a doctor of medicine and a bachelor of arts degree from the Johns Hopkins University School of Medicine in the United States.

Dr. Chew entered into a letter of appointment as an independent non-executive Director with the Company for a term of two years. The amount of the Dr. Chew’s emoluments are disclosed in the notes to the consolidated financial statements of the annual report of the Company. Dr. Chew’s remunerations are fixed by the Board and reviewed from time to time taking into consideration recommendation from the Compensation Committee with reference to the performance and profitability of the Company as well as remuneration benchmark in the industry and the prevailing market conditions. Dr. Chew is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of Company in accordance with the provision of the Articles of Association.

– 13 –

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Dr. Chew did not have any interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Hongbin Sun (孫洪斌) , aged 47, was appointed as an independent non-executive Director on February 14, 2019, and was re-elected as an INED on June 23, 2021. Mr. Sun is the chairman of the Audit Committee and a member of the Nomination Committee and the Investment Committee.

Mr. Sun has over 20 years of finance experience. He has been an independent non-executive director of New Century Healthcare Holding Co., Limited (新世紀醫療控股有限公司), a company listed on the Stock Exchange (stock code: 1518), since December 2016. He was appointed as an independent non-executive director of Mobvista Inc. (匯量科技有限公司), a company listed on the Stock Exchange (stock code: 1860) since July 2020. He has been an independent non-executive director of Abbisko Cayman Limited (和譽開曼有限責任公司), a company listed on the Stock Exchange (stock code: 2256), since September 2021. He has been the chief financial officer of MicroPort Scientific Corporation (微創醫療科學有限公司), a company listed on the Stock Exchange (stock code: 0853), since September 2010 and served as its executive director from July 2010 to September 2012. Mr. Sun was appointed as a director of Shanghai MicroPort MedBot (Group) Co., Ltd. (上海微創醫療機器人(集團)股份有限公司), a company listed on the Stock Exchange (stock code: 2252, “ MedBot ”) in April 2020, and re-designated as a non-executive director from June 2021. He has also served as chairman of the board of MedBot. He was the deputy financial director of Otsuka (China) Investment Co., Ltd. (大冢(中國)投資有限公司) from January 2004 to December 2005 and then worked as its general manager from January 2006 to August 2010. From August 1998 to January 2004, he was an assistant manager in the audit department of KPMG Huazhen (畢馬威華振會計師事務所) in Shanghai.

Mr. Sun has been a member of the Chinese Institute of Certified Public Accountants (中國註冊會計師協會) since December 2009 and also a chartered financial analyst in September 2009.

He received his bachelor’s degree in accounting from Shanghai Jiao Tong University (上海交通大學) in China in July 1998.

Mr. Sun entered into a letter of appointment as an independent non-executive Director with the Company for a term of three years. The amount of the Mr. Sun’s emoluments are disclosed in the notes to the consolidated financial statements of the annual report of the Company. Mr. Sun’s remunerations are fixed by the Board and reviewed from time to time taking into consideration recommendation from the Compensation Committee with reference to the performance and profitability of the Company as well as remuneration benchmark in the industry and the prevailing market conditions. Mr. Sun is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of Company in accordance with the provision of the Articles of Association.

– 14 –

APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Sun did not have any interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed herein, to the best knowledge of the Company, none of the Directors who stands for re-election (i) holds any directorships in other listed public companies in Hong Kong or overseas in the last three years; (ii) holds any other positions with the Company and its subsidiaries; and (iii) has any other relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

In addition, as far as the Directors are aware, there is no other matter concerning the aforementioned retiring Directors that needs to be brought to the attention of the Shareholders and there is no information relating to these Directors required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

– 15 –

APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Buy-back Mandate.

LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions if, among other things:

(a) the shares proposed to be bought back by the company are fully paid-up;
(b) the company has previously sent to its shareholders an explanatory statement complying with the provisions of Rule 10.06(1)(b) of the Listing Rules; and
(c) the shareholders of the company have given a specific approval or a general mandate to the directors of the company to make the Share buy-back, by way of an ordinary resolution which complies with Rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

The company must report the outcome of the general meeting called to consider the proposed buy-back to the Stock Exchange immediately following the meeting.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,283,858,667 Shares in issue and fully paid-up. It is proposed that, subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that there is no change to the number of the issued Shares before the AGM, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a maximum of 128,385,866 Shares which represent 10% of the total number of Shares in issue as at the date of the AGM.

REASONS FOR AND FUNDING OF THE SHARE BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to buy back its Shares on the Stock Exchange. Such Share buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

– 16 –

APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

The Company is empowered by its Articles of Association to buy back its Shares. The Company may only apply funds legally available for such purpose in accordance with its Articles of Association and laws of the Cayman Islands and/or any other applicable laws (as the case may be).

The Directors would only exercise the power to buy back Shares in circumstances where they consider that the Share buy-back would be in the best interests of the Company.

The Directors propose that Share buy-back would be appropriately financed by the Company’s internal resources and/or available banking facilities. The Directors consider that if the Share Buy-back Mandate is exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2022, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company, if the Share Buy-back Mandate is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No core connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Buy-back Mandate is exercised.

If as a result of a buy-back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of Shares pursuant to the Share Buy-back Mandate.

– 17 –

APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

As at the Latest Practicable Date, the largest Shareholder, WuXi Healthcare Ventures II, L.P. directly held 293,381,444 Shares, representing approximately 22.85% of the total number of Shares in issue. To the best knowledge of the Company, WuXi Healthcare Ventures II, L.P. is a limited partnership established under the laws of Cayman Islands managed by its sole general partner, WuXi Healthcare Management, LLC, a Cayman Islands exempted company in which each of its five members holds an equal share of equity interest. For the purpose of the SFO, WuXi Healthcare Management, LLC is deemed to have an interest in the Shares held by WuXi Healthcare Ventures II, L.P.. In the event that the Directors exercise in full the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate, the shareholding interests of WuXi Healthcare Ventures II, L.P. and WuXi Healthcare Management, LLC would increase from approximately 22.85% to approximately 25.39%. Such an increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Share Buy-back Mandate to such an extent so as to trigger a mandatory offer.

In addition, the Directors do not have any intention to exercise the Share Buy-back Mandate to the effect that it will result in the public float to fall below the percentage as required under the Listing Rules or such other minimum percentage agreed by the Stock Exchange from time to time.

SHARE BUY-BACK MADE BY THE COMPANY

No buy-back of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	traded price	traded price
	HK$	HK$
Month 2022
April	N/A	N/A
May	N/A	N/A
June	5.96	4.31
July	5.58	4.09
August	5.01	3.72
September	4.86	3.43
October	4.05	3.29
November	4.39	3.21
December	4.84	3.44
Month 2023
January	5.54	4.49
February	6.22	3.67
March	4.28	3.37
April (up to the Latest Practicable Date)	4.03	3.37

Note: Trading in the Shares on the Stock Exchange was suspended from 9:00 a.m. on April 1, 2022 and resumed at 9:00 a.m. on June 1, 2022.

– 18 –

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

Details of the Proposed Amendments are set out below:

to amend all references to “Companies Law” or the “Law” in the existing Articles of Association to “Companies Act” or the “Act”, being the Companies Act (As Revised) of the Cayman Islands;
to make the following proposed amendments to certain articles in the existing Articles of Association:

Articles of Association	Articles of Association
Existing Provisions of the Articles of Association	Provisions in the New Articles of Association (showing changes to the existing Articles of Association)
2.2 In these Articles, unless there be something in the subject or context inconsistent therewith: � “Electronic Transactions Law” shall mean the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor. (The rest of provisions on the right column are newly added definitions.)	2.2 In these Articles, unless there be something in the subject or context inconsistent therewith: � “electronic communication” shall mean a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other electron magnetic means in any form through any medium. � “electronic meeting” shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by members, proxies and/or Directors by means of electronic facilities.

Articles of Association

Existing
Provisions
of
the Articles
of
Association

Provisions
in
the
New
Articles
of
Association
(showing
changes
to
the
existing Articles of Association)

2.2
In
these
Articles,
unless
there
be
something
in
the
subject
or
context
inconsistent therewith:
�
“Electronic
Transactions
Law”
shall
mean
the
Electronic
Transactions
Law
(2003 Revision) of the
Cayman
Islands
and
any amendment thereto
or
re-enactments
thereof
for
the
time
being
in
force
and
includes
every
other
law
incorporated
therewith
or
substituted therefor.
(The rest of provisions on the right column
are newly added definitions.)

2.2
In
these
Articles,
unless
there
be
something
in
the
subject
or
context
inconsistent therewith:
�
“electronic
communication”
shall
mean
a
communication
sent,
transmitted,
conveyed
and received by wire,
by
radio,
by
optical
means
or
by
other
electron
magnetic
means
in
any
form
through any medium.
�
“electronic
meeting”
shall mean a general
meeting
held
and
conducted wholly and
exclusively by virtual
attendance
and
participation
by
members,
proxies
and/or
Directors
by
means
of
electronic
facilities.

– 19 –

APPENDIX III

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

		� “Electronic Transactions ~~Law A~~ct” � “hybrid meeting” � “Meeting Location” � “notices”	shall mean Electronic Transactions ~~2003Rii~~

– 20 –

APPENDIX III

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

� “physical meeting” “Principal Meeting Place”	shall mean a general
	meeting held and
	conducted by physical
	attendance and
	participation by
	members, proxies
	and/or Directors at the
	Principal Meeting
	Place and/or where
	applicable, one or
	more Meeting
	Locations. shall have the meaning
	attributed to such term
	in Article 12.4.

3.4 Subject to the Companies Law and without prejudice to Article 3.2, if at any time the share capital is divided into different classes of shares, the rights attaching to the shares or any class of shares may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated only with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply, but so that:

(a) the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person (or in the case of a member being a corporation, its duly authorized representative) or by proxy (whatever the number of shares held by them) shall be a quorum;
3.4 Subject to the Companies ~~Law~~ Act and without prejudice to Article 3.2, if at any time the share capital is divided into different classes of shares, the rights attaching to the shares or any class of shares may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated only with the consent ~~in writing~~ of the holders of at least three-fourths in nominal value of the issued shares of that class, ~~or with the sanction of a Special Resolution passed~~ present and voting in person or by proxy at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply, but so that:
(a) the necessary quorum ( ~~other than at~~ including an adjourned meeting) shall be two persons (or in the case of a member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class; and ~~at any adjourned meeting of such holders, two holders present in person (or in the case of a member being a corporation, its duly authorized representative) or by proxy (whatever the number of shares held by them) shall be a quorum;~~

– 21 –

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

(b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and (c) any holder of shares of the class present in person or by proxy or authorized representative may demand a poll.	(b) ~~(c)~~	every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him~~; and~~ ~~any~~ ~~holder~~ ~~of~~ ~~shares~~ ~~of~~ ~~the~~ ~~class~~ ~~present~~ ~~in~~ ~~person~~ ~~or~~ ~~by~~ ~~proxy~~ ~~or~~ ~~authorized representative may demand~~ ~~a poll.~~
12.1 The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse (or such longer period as the Exchange may authorise) between the date of one annual general meeting of the Company and that of the next. So long as the first annual general meeting of the Company is held within 18 months of its incorporation, it need not be held in the year of its incorporation or in the following years. The annual general meeting shall be held at such time and place as the Board shall appoint.	12.1 The Company shall in each financial year hold a general meeting as its annual general meeting ~~in addition to any other ~~and such general meeting ~~in that year and ~~shall ~~specify the meeting as such in the notices~~ ~~calling it; and not more than 15~~be held within 6 months ~~shall elapse ~~(or such ~~longer~~ other period as may be permitted by the Listing Rules or the Exchange ~~may~~ ~~authorise~~) ~~between the date of one annual~~ ~~general meeting of the Company and that of~~ ~~the next. So long as the first annual general~~ ~~meeting of the Company is held within 18~~ ~~months of its incorporation, it need not be~~ ~~held in the year of its incorporation or in the~~ ~~following~~ ~~years.~~) after the end of the Company’s financial year. The annual general meeting shall be specified as such in the notices calling it and shall be held at such time and place as the Board shall appoint.
12.2 All general meetings other than annual general meetings shall be called extraordinary general meetings.	12.2 All general meetings other than annual general meetings shall be called extraordinary general meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 13.13, as a hybrid meeting or as an electronic meeting as may be determined by the Board in its absolute discretion.

– 22 –

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

12.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened on the written requisition of any two or more members of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than onetenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company. General meetings may also be convened on the written requisition of any one member of the Company which is a recognised clearing house (or its nominee(s)) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than onetenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting to be held within a further 21 days, the requisitionist(s) themselves or any of them representing more than one-half of the total voting rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

12.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened or resolutions shall be added to the agenda of the general meetings on the written requisition of any ~~two~~ one or more members of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than onetenth of the ~~paid up capital~~ voting rights, on a one vote per share basis, of the Company which ~~carries~~ carry the right of voting at general meetings of the Company. General meetings may also be convened or resolutions shall be added to the agenda of the general meetings on the written requisition of any one member of the Company which is a recognised clearing house (or its nominee(s) or corporate representative) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than onetenth of the ~~paid up capital~~ voting rights, on a one vote per share basis, of the Company which ~~carries~~ carry the right of voting at general meetings of the Company. A written requisition shall be deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and the resolutions to be added to the meeting agenda, and signed by the requisitionist(s). If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting to be held within a further 21 days, the requisitionist(s) themselves or any of them representing more than one-half of the total voting rights of all of them, may convene ~~the general~~ a physical meeting ~~in the same manner~~ at only one location which will be the Principal Meeting Place, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

– 23 –

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

12.4 An annual general meeting and any extraordinary general meeting called for the passing of a special resolution shall be called by not less than 21 days’ notice in writing and any other extraordinary general meeting shall be called by not less than 14 days’ notice in writing. Subject to the requirement under the Listing Rules, the notice shall be inclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify (a) the time ~~, place, and~~ and date of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 13.13, the principal place of the meeting (the “ Principal Meeting Place ”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting and the Meeting Location or the Principal Meeting Place (as applicable), and (d) an agenda of the meeting, particulars of the resolutions to be considered at the meeting and in the case of special business (as defined in Article 13.1) the general nature of that business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.

– 24 –

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

13.2 For all purposes the quorum for a 13.2 For all purposes the quorum for a general meeting shall be two members general meeting shall be two members present in person (or in the case of a present in person (including attendance by corporation, by its duly authorised electronic means) (or in the case of a representative) or by proxy provided always corporation, by its duly authorised that if the Company has only one member of representative) or by proxy provided always record the quorum shall be that one member that if the Company has only one member of present in person or by proxy. No business record the quorum shall be that one member (except the appointment of a Chairman) present in person or by proxy. No business shall be transacted at any general meeting (except the appointment of a Chairman) unless the requisite quorum shall be present shall be transacted at any general meeting at the commencement of the business unless the requisite quorum shall be present (including attendance by electronic means) at the commencement of the business and continues to be present until the conclusion of the meeting. 13.3 If within 15 minutes from the time 13.3 If within 15 minutes from the time appointed for the meeting a quorum is not appointed for the meeting a quorum is not present, the meeting, if convened upon the present, the meeting, if convened upon the requisition of members, shall be dissolved, requisition of members, shall be dissolved, but in any other case it shall stand adjourned but in any other case it shall stand adjourned to the same day in the next week and at such to the same day in the next week and at such time and place as shall be decided by the time and ~~place~~ (where applicable) same Board, and if at such adjourned meeting a place(s) and in such form and manner quorum is not present within 15 minutes referred to in Article 12.2 as shall be decided from the time appointed for holding the by the Board, and if at such adjourned meeting, the member or members present in meeting a quorum is not present within 15 person (or in the case of a corporation, by its minutes from the time appointed for holding duly authorised representative) or by proxy the meeting, the member or members present shall be a quorum and may transact the in person (including attendance by business for which the meeting was called. electronic means) (or in the case of a corporation, by its duly authorised representative) or by proxy shall be a quorum and may transact the business for which the meeting was called.

– 25 –

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

13.4 The Chairman shall take the chair at every general meeting, or, if there be no such Chairman or, if at any general meeting such Chairman shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present shall choose another Director as Chairman, and if no Director be present, or if all the Directors present decline to take the chair, or if the Chairman chosen shall retire from the chair, then the members present (whether in person or represented by proxy or duly authorised representative) shall choose one of their own number to be Chairman.

13.5 The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

13.5 Subject to Article 13.15, the ~~The~~ Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying ~~the place, the day and the hour of the adjourned meeting~~ details set out in Article 12.4 shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

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APPENDIX III

13.6 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

�

13.6 At any general meeting a resolution put to the vote of the meeting shall be decided ~~on a show of hands unless voting ~~by way of a poll ~~is required by the Listing Rules or~~ ~~(~~save that in the case of a physical meeting, the Chairman of the meeting may in good	13.6 At any general meeting a resolution put to the vote of the meeting shall be decided ~~on a show of hands unless voting ~~by way of a poll ~~is required by the Listing Rules or~~ ~~(~~save that in the case of a physical meeting, the Chairman of the meeting may in good	13.6 At any general meeting a resolution put to the vote of the meeting shall be decided ~~on a show of hands unless voting ~~by way of a poll ~~is required by the Listing Rules or~~ ~~(~~save that in the case of a physical meeting, the Chairman of the meeting may in good
faith, allow a resolution which relates purely
to a procedural or administrative matter to
be voted on by a show of hands in which
case every member present in person (or
being a corporation, is present by a duly
authorised representative), or by proxy(ies)
shall have one vote provided that where
more than one proxy is appointed by a
member which is a clearing house (or its
nominee(s)), each such proxy shall have one
vote on a show of hands. For purposes of
this Article, procedural and administrative
matters are those that (i) are not on the
agenda of the general meeting or in any
supplementary circular that may be issued
by the Company to its members; and (ii)
relate to the Chairman’s duties to maintain
the orderly conduct of the meeting and/or
allow the business of the meeting to be
properly and effectively dealt with, whilst
allowing all members a reasonable
opportunity to express their views. Votes
(whether on a show of hands or by way of
poll) may be cast by such means, electronic
or otherwise, as the Directors or the
Chairman of the meeting may determine. In
the case of a physical meeting where a show
of hands is allowed, before or on the declaration of the~~result of the~~show of hands ~~thithdlfthdd~~
~~or on ~~ ~~for, ~~a po	~~wraw~~ ~~llli~~	~~o any oer eman~~ may be demanded:
	~~) a po s ~~

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APPENDIX III

13.7 Unless a poll is duly demanded and the	13.7 Unless a poll is duly demanded and the	13.7 ~~Unless a poll is duly demanded and the~~
demand is not withdrawn, a declaration by the chairman that a resolution has been		~~demand is not withdrawn ~~In the case of a physical meeting where a resolution is voted
carried, or carried unanimously,	or by a	on by a show of hands, a declaration by the
particular majority, or not carried by a		chairman that a resolution has been carried,
particular majority, or lost, and an entry to		or carried unanimously, or by a particular
that effect made in the minute book of the		majority, or not carried by a particular
Company, shall be conclusive evidence of		majority, or lost, and an entry to that effect
the facts without proof of the number or		made in the minute book of the Company,
proportion of the votes recorded for or		shall be conclusive evidence of the facts
against the resolution.		without proof of the number or proportion of
		the votes recorded for or against the
		resolution.
13.8 If a poll is duly demanded it shall be taken in such manner as the chairman of the		13.8 ~~If a A~~ poll ~~is duly demanded it ~~shall be taken in such manner as the chairman of the
meeting directs, and the result of the poll		meeting directs, and the result of the poll
shall be deemed to be the resolution of the		shall be deemed to be the resolution of the
meeting at which the poll was demanded.		meeting at which the poll was demanded.
The Company shall only be required to		The Company shall only be required to
disclose the voting figures on a poll if such		disclose the voting figures on a poll if such
disclosure is required by the Listing Rules.		disclosure is required by the Listing Rules.
13. 9 Any poll on the election of a Chairman		13.9 Any poll on the election of a Chairman
of a meeting or any question of adjournment		of a meeting or any question of adjournment
shall be taken at the meeting and without		shall be taken at the meeting and without
adjournment. A poll demanded on	any other	adjournment. A poll ~~demanded ~~on any other
question shall be taken in such manner		question shall be taken in such manner
(including the use of ballot or voting papers		(including the use of ballot or voting papers
or tickets) and either forthwith or at such		or tickets) and either forthwith or at such
time (being not later than thirty days after		time (being not later than thirty days after
the date of the demand) and place as the		the date of the demand) and place as the
chairman of the meeting directs. It shall not		chairman of the meeting directs. It shall not
be necessary (unless the chairman otherwise		be necessary (unless the chairman otherwise
directs) for notice to be given of a poll not		directs) for notice to be given of a poll not
taken immediately.		taken immediately.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

	(Not applicable. The provision on the right column is newly added)	13.13 (1) (2)	13.13 (1) (2)
			(a)

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

	(b)	members present in person or by
		proxy at a Meeting Location
		and/or members attending and
		participating in an electronic
		meeting or a hybrid meeting by
		means of electronic facilities
		shall be counted in the quorum
		for and entitled to vote at the
		meeting in question, and that
		meeting shall be duly constituted
		and its proceedings valid
		provided that the chairman of
		the meeting is satisfied that
		adequate electronic facilities are
		available throughout the meeting
		to ensure that members at all
		Meeting Locations and members
		participating in an electronic
		meeting or a hybrid meeting by
		means of electronic facilities are
		able to participate in the
		business for which the meeting
		has been convened;
	(c)	where members attend a meeting
		by being present at one of the
		Meeting Locations and/or where
		members participating in an
		electronic meeting or a hybrid
		meeting by means of electronic
		facilities, a failure (for any
		reason) of the electronic
		facilities or communication
		equipment, or any other failure
		in the arrangements for enabling
		those in a Meeting Location
		other than the Principal Meeting
		Place to participate in the
		business for which the meeting
		has been convened or in the case
		of an electronic meeting or a
		hybrid meeting, the inability of
		one or more members or proxies
		to access, or continue to access,
		the electronic facilities despite
		adequate electronic facilities
		having been made available by
		the Company, shall not affect the
		validity of the meeting or the
		resolutions passed, or any
		business conducted there or any
		action taken pursuant to such
		business provided that there is a
		quorum present throughout the
		meeting; and

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

		(d) if any of the Meeting Locations
		is not in the same jurisdiction as
		the Principal Meeting Place
		and/or in the case of a hybrid
		meeting, the provisions of these
		Articles concerning the service
		and giving of Notice for the
		meeting, and the time for
		lodging proxies, shall apply by
		reference to the Principal
		Meeting Place; and in the case of
		an electronic meeting, the time
		for lodging proxies shall be as
		stated in the Notice for the
		meeting.
	13.14	The Board and, at any general
		meeting, the Chairman of the meeting
		may from time to time make
		arrangements for managing
		attendance and/or participation and/or
		voting at the Principal Meeting Place,
		any Meeting Location(s) and/or
		participation in an electronic meeting
		or a hybrid meeting by means of
		electronic facilities (whether
		involving the issue of tickets or some
		other means of identification,
		passcode, seat reservation, electronic
		voting or otherwise) as it shall in its
		absolute discretion consider
		appropriate, and may from time to
		time change any such arrangements,
		provided that a member who, pursuant
		to such arrangements, is not entitled
		to attend, in person or by proxy, at any
		Meeting Location shall be entitled so
		to attend at one of the other Meeting
		Locations; and the entitlement of any
		member so to attend the meeting or
		adjourned meeting or postponed
		meeting at such Meeting Location or
		Meeting Locations shall be subject to
		any such arrangement as may be for
		the time being in force and by the
		Notice of meeting or adjourned
		meeting or postponed meeting stated
		to apply to the meeting.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

	13.15 If it appears to the chairman of the	13.15 If it appears to the chairman of the
	general meeting that:
	(a)	the electronic facilities at the
		Principal Meeting Place or at
		such other Meeting Location(s)
		at which the meeting may be
		attended have become
		inadequate for the purposes
		referred to in Article 13.13(1) or
		are otherwise not sufficient to
		allow the meeting to be
		conducted substantially in
		accordance with the provisions
		set out in the Notice of the
		meeting; or
	(b)	in the case of an electronic
		meeting or a hybrid meeting,
		electronic facilities being made
		available by the Company have
		become inadequate; or
	(c)	it is not possible to ascertain the
		view of those present or to give
		all persons entitled to do so a
		reasonable opportunity to
		communicate and/or vote at the
		meeting; or
	(d)	there is violence or the threat of
		violence, unruly behaviour or
		other disruption occurring at the
		meeting or it is not possible to
		secure the proper and orderly
		conduct of the meeting;
		then, without prejudice to any
		other power which the chairman
		of the meeting may have under
		these Articles or at common law,
		the chairman may, at his/her
		absolute discretion, without the
		consent of the meeting, and
		before or after the meeting has
		started and irrespective of
		whether a quorum is present,
		interrupt or adjourn the meeting
		(including adjournment for
		indefinite period). All business
		conducted at the meeting up to
		the time of such adjournment
		shall be valid.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

	13.16	13.16	The Board and, at any general
			meeting, the chairman of the meeting
			may make any arrangement and
			impose any requirement or restriction
			the Board or the chairman of the
			meeting, as the case may be, considers
			appropriate to ensure the security and
			orderly conduct of a meeting
			(including, without limitation,
			requirements for evidence of identity
			to be produced by those attending the
			meeting, the searching of their
			personal property and the restriction
			of items that may be taken into the
			meeting place, determining the
			number and frequency of and the time
			allowed for questions that may be
			raised at a meeting). Members shall
			also comply with all requirements or
			restrictions imposed by the owner of
			the premises at which the meeting is
			held. Any decision made under this
			Article shall be final and conclusive
			and a person who refuses to comply
			with any such arrangements,
			requirements or restrictions may be
			refused entry to the meeting or ejected
			(physically or electronically) from the
			meeting.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

	13.17	If, after the sending of Notice of a
		general meeting but before the
		meeting is held, or after the
		adjournment of a meeting but before
		the adjourned meeting is held
		(whether or not Notice of the
		adjourned meeting is required), the
		Directors, in their absolute discretion,
		consider that it is inappropriate,
		impracticable, unreasonable or
		undesirable for any reason to hold the
		general meeting on the date or at the
		time or place or by means of
		electronic facilities specified in the
		Notice calling the meeting, they may
		change or postpone the meeting to
		another date, time and/or place and/or
		change the electronic facilities and/or
		change the form of the meeting (a
		physical meeting, an electronic
		meeting or a hybrid meeting) without
		approval from the members. Without
		prejudice to the generality of the
		foregoing, the Directors shall have the
		power to provide in every Notice
		calling a general meeting the
		circumstances in which a
		postponement of the relevant general
		meeting may occur automatically
		without further notice, including
		without limitation where a number 8
		or higher typhoon signal, black
		rainstorm warning or other similar
		event is in force at any time on the day
		of the meeting. This Article shall be
		subject to the following:
		(a) when a meeting is so postponed,
		the Company shall endeavour to
		post a Notice of such
		postponement on the Company’s
		website as soon as practicable
		(provided that failure to post
		such a Notice shall not affect the
		automatic postponement of a
		meeting);

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

	(b)	when only the form of the
		meeting or electronic facilities
		specified in the Notice are
		changed, the Board shall notify
		the members of details of such
		change in such manner as the
		Board may determine;
	(c)	when a meeting is postponed or
		changed in accordance with this
		Article, subject to and without
		prejudice to Article 13.5, unless
		already specified in the original
		Notice of the meeting, the Board
		shall fix the date, time, place (if
		applicable) and electronic
		facilities (if applicable) for the
		postponed or changed meeting
		and shall notify the members of
		such details in such manner as
		the Board may determine;
		further all proxy forms shall be
		valid (unless revoked or
		replaced by a new proxy) if they
		are received as required by these
		Articles not less than 48 hours
		before the time of the postponed
		meeting; and
	(d)	notice of the business to be
		transacted at the postponed or
		changed meeting shall not be
		required, nor shall any
		accompanying documents be
		required to be recirculated,
		provided that the business to be
		transacted at the postponed or
		changed meeting is the same as
		that set out in the original Notice
		of general meeting circulated to
		the members.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

	13.18	All persons seeking to attend and
		participate in an electronic meeting or
		a hybrid meeting shall be responsible
		for maintaining adequate facilities to
		enable them to do so. Subject to
		Article 13.15, any inability of a
		person or persons to attend or
		participate in a general meeting by
		way of electronic facilities shall not
		invalidate the proceedings of and/or
		resolutions passed at that meeting.
	13.19	Without prejudice to other provisions
		in Article 13.5, a physical meeting
		may also be held by means of such
		telephone, electronic or other
		communication facilities as permit all
		persons participating in the meeting to
		communicate with each other
		simultaneously and instantaneously,
		and participation in such a meeting
		shall constitute presence in person at
		such meeting.
	13.20	Without prejudice to Articles 13.13 to
		13.19, and subject to the Listing Rules
		and any other applicable laws, the
		Board may resolve to enable persons
		entitled to attend an electronic
		meeting to do so by simultaneous
		attendance by means of electronic
		facilities with no member necessarily
		in physical attendance and without
		any particular Meeting Location being
		designated. Each member or (in the
		case of a member being a corporation)
		its duly authorised representative or
		its proxy shall be counted in the
		quorum for, and entitled to vote at, the
		electronic meeting in question, and
		that general meeting shall be duly
		constituted and its proceedings valid
		if the chairman of the electronic
		meeting is satisfied that adequate
		facilities are available throughout the
		electronic meeting to ensure that
		members attending the electronic
		meeting who are not present together
		at the same place may, by means of
		electronic facilities, attend and speak
		or communicate and vote at it.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

14.1 Subject to any special rights, privileges 14.1 Subject to any special rights, privileges or restrictions as to voting for the time being or restrictions as to voting for the time being attached to any class or classes of shares, at attached to any class or classes of shares, any general meeting on a show of hands members have the right to: (a) speak at every member present in person (or, in the general meetings of the Company; and (b) case of a member being a corporation, by its vote at general meetings except where a duly authorised representative) or by proxy member is required by the Listing Rules to shall have one vote and on a poll every abstain from voting to approve the matter member present in person (or, in the case of under consideration, and at any general a member being a corporation, by its duly meeting on a show of hands every member authorised representative) or by proxy shall present in person (or, in the case of a have one vote for every share of which he is member being a corporation, by its duly the holder which is fully paid or credited as authorised representative) or by proxy shall fully paid (but so that no amount paid or have one vote and on a poll every member credited as paid on a share in advance of present in person (or, in the case of a calls or installments is treated for the member being a corporation, by its duly foregoing purposes as paid on the share) for authorised representative) or by proxy shall each share registered in his name in the have one vote for every share of which he is register. Notwithstanding anything the holder which is fully paid or credited as contained in the Articles of Association, fully paid (but so that no amount paid or where more than one proxy is appointed by credited as paid on a share in advance of a shareholder which is a clearing house (or calls or installments is treated for the its nominees), each such proxy shall have foregoing purposes as paid on the share) for one vote on a show of hands. On a poll, a each share registered in his name in the member or a proxy entitled to more than one register. Votes (whether on a show of hands vote need not use all his votes or cast all his or by way of a poll) may be cast by such votes in the same way. means, electronic or otherwise, as the Board or the chairman of the meeting may in its/his sole discretion determine. Notwithstanding anything contained in the Articles of Association, where more than one proxy is appointed by a shareholder which is a clearing house (or its nominees), each such proxy shall have one vote on a show of hands. On a poll, a member or a proxy entitled to more than one vote need not use all his votes or cast all his votes in the same way.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

14.3 Any person entitled under Article 8.2 to be registered as a member may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposed to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

14.8 Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally or by proxy. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

14.3 Any person entitled under Article 8.2 to be registered as a member may speak and vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposed to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

14.8 Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally or by proxy. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same rights and powers on behalf of the member (including the right to speak and vote) which he or they represent as such member could exercise.

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APPENDIX III

14.15 Notwithstanding any other provision of these articles, where that shareholder is a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong) or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative(s) or proxy(ies) at any shareholders’ meetings or any meetings of any class of shareholders provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence for substantiating the facts that it is duly authorised and will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominee(s) could exercise if it were an individual shareholder of the Company.

16.2 The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

14.15 Notwithstanding any other provision of these articles, where that shareholder is a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong) or its nominee(s), it may authorise such person or persons (including a corporate representative) as it thinks fit to act as its representative(s) or proxy(ies) at any shareholders’ meetings or any meetings of any class of shareholders provided that, if more than one person or corporate representative is so authorised, the authorisation or proxy form must specify the number and class of shares in respect of which each such representative is so authorised. Each person or corporate representative so authorised will be deemed to have been duly authorised without the need of producing any documents of title, notarised authorisation and/or further evidence for substantiating the facts that it is duly authorised and will be entitled to exercise the same power and rights on behalf of the recognised clearing house (including the right to speak and vote) as that clearing house or its nominee(s) could exercise if it were an individual shareholder of the Company.

16.2 The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

16.3 The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall not be less than one. Subject to the provisions of these Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

16.6 The Company may by ordinary resolution at any time remove any Director (including a Managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by ordinary resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed. Nothing in this Article should be taken as depriving a Director removed under any provisions of this Article of compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.

16.3 The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall not be less than one. Subject to the provisions of these Articles and the ~~Law~~ Act, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. ~~Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.~~

16.6 The Company may by ordinary resolution at any time remove any Director (including a Managing Director or other executive Director) before the expiration of his ~~period~~ term of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by ordinary resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed. Nothing in this Article should be taken as depriving a Director removed under any provisions of this Article of compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

29.2 The Company shall at any annual 29.2 The Company shall by ordinary general meeting appoint an auditor or resolution at any annual general meeting auditors of the Company who shall hold appoint an auditor or auditors of the office until the next annual general meeting. Company who shall hold office until the The remuneration of the Auditors shall be next annual general meeting. The fixed by the Company at the annual general remuneration of the Auditors shall be fixed meeting at which they are appointed by the Company by ordinary resolution at provided that in respect of any particular the annual general meeting at which they are year the Company in general meeting may appointed provided that in respect of any delegate the fixing of such remuneration to particular year the Company in general the Board. No person may be appointed as meeting may delegate the fixing of such the, or an, Auditor, unless he is independent remuneration to the Board. No person may of the Company. The Board may before the be appointed as the, or an, Auditor, unless he first annual general meeting appoint an is independent of the Company. The Board auditor or auditors of the Company who may before the first annual general meeting shall hold office until the first annual appoint an auditor or auditors of the general meeting unless previously removed Company who shall hold office until the first by an ordinary resolution of the members in annual general meeting unless previously general meeting in which case the members removed by an ordinary resolution of the at that meeting may appoint Auditors. The members in general meeting in which case Board may fill any casual vacancy in the the members at that meeting may appoint office of Auditor but while any such vacancy Auditors. The Board may fill any casual continues the surviving or continuing vacancy in the office of Auditor but while Auditor or Auditors, if any, may act. The any such vacancy continues the surviving or remuneration of any Auditor appointed by continuing Auditor or Auditors, if any, may the Board under this Article may be fixed by act. The remuneration of any Auditor the Board. appointed by the Board under this Article may be fixed by the Board. Subject to this Article, any Auditor so appointed to fill any casual vacancy in the office of Auditor shall hold office until the first annual general meeting after his appointment and shall then be subject to appointment by the members at such remuneration to be fixed by an ordinary resolution of the members in general meeting under this Articles. The removal of an Auditor before the expiration of his period of office shall require the approval of an ordinary resolution of the members in general meeting.

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AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

APPENDIX III

	(Not applicable. The provision on the right column is newly added.)	(Not applicable. The provision on the right column is newly added.)
	35 Financial Year The financial year of the Company shall be prescribed by the Board and may, from time to time, be changed by it.
		~~o me, e cange y ~~ January in each year.

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NOTICE OF ANNUAL GENERAL MEETING

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CStone Pharmaceuticals 基石藥業

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2616)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (the “ AGM ”) of CStone Pharmaceuticals (the “ Company ”) will be held at 21/F, New Bund Times Square, No. 399 West Haiyang Road, Pudong New District, Shanghai, China on Wednesday, June 21, 2023 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

To receive and consider the audited consolidated financial statements of the Company and the reports of the directors (“ Directors ”) and auditor of the Company for the year ended December 31, 2022.
(i) To re-elect Dr. Jianxin Yang as an executive Director;
(ii) To re-elect Dr. Wei Li as a non-executive Director;
(iii) To re-elect Mr. Xianghong Lin as a non-executive Director;
(iv) To re-elect Dr. Paul Herbert Chew as an independent non-executive Director; and
(v) To re-elect Mr. Hongbin Sun as an independent non-executive Director.
To authorize the board of Directors to fix the remuneration of the Directors.
To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and authorize the board of Directors to fix their remuneration.
To consider and, if thought fit, pass the following resolution as an ordinary resolution with or without amendments:

“ That :

(i) subject to paragraph (iii) below and in substitution for all previous authorities, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with

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NOTICE OF ANNUAL GENERAL MEETING

additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants, debentures and notes convertible into shares of the Company (the “ Shares ”)) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options and other rights, or issue warrants and other securities, which would or might require the exercise of such powers after the end of the Relevant Period;
(iii) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to:
(1) a Rights Issue (as hereinafter defined); or
(2) the grant or exercise of any option under any option scheme of the Company or any other scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares; or
(3) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or
(4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,

shall not exceed the 20% of the total number of Shares in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and that this resolution shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the issuance mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration;

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NOTICE OF ANNUAL GENERAL MEETING

(iv) in the event the Company conducts a share consolidation or subdivision, the maximum number of Shares that may be issued as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(v) for the purpose of this resolution:
(a) “ Benchmarked Price ” means the higher of (1) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (2) the average closing price in the five trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the general mandate to be approved under this resolution; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (iii) the date on which the placing or subscription price is fixed;
(b) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
- (1) the conclusion of the next annual general meeting of the Company;
- (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
- (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company (the “ Shareholders ”) in general meeting; and
(c) “ Rights Issue ” means an offer of Shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass the following resolution as an ordinary resolution with or without amendments:

“ That :

(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;
(ii) the total number of Shares, which may be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of Shares in issue at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(iv) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass the following resolution as an ordinary resolution with or without amendments:

“ That conditional upon the resolutions numbered 5 and 6 set out in this notice of AGM being passed, the general mandates granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 5 set out in this notice of AGM be and is hereby extended by the addition to the total number of Shares which may be allotted by the Directors pursuant to such general mandates by such number of Shares bought back by the Company under the authority granted pursuant to resolution numbered 6 set out in this notice of AGM, provided that such amount shall not exceed 10% of the total number of Shares in issue at the date of passing of the said resolutions.”

SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution as a special resolution with or without amendments:

“ THAT the memorandum and articles of association of the Company (the “ Articles of Association ”) currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the amended and restated Articles of Association in the form as set out in Appendix III to the circular of the Company dated April 26, 2023 with immediate effect after the close of this meeting; and any one director and/or the registered office provider of the Company be and is hereby authorised severally to do all things necessary or expedient to implement the adoption of the New Articles of Association, including without limitation, attending to the necessary filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong.”

By order of the Board CStone Pharmaceuticals Dr. Wei Li Chairman

Hong Kong, April 26, 2023

Registered office: Head Office and Principal Principal place of business Place of Business in China: in Hong Kong: The offices of Vistra (Cayman) Limited 218 Xinghu Str. 40th Floor, Dah Sing P.O. Box 31119 C1 Building, North Block Financial Centre Grand Pavilion Hibiscus Way Suzhou Industrial Park No. 248 Queen’s Road East 802 West Bay Road China Wanchai Grand Cayman KY1-1205 Hong Kong Cayman Islands

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

(i) Ordinary resolution numbered 7 will be proposed to the Shareholders for approval provided that ordinary resolutions numbered 5 and 6 above are passed by the Shareholders.
(ii) A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder.
(iii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
(iv) In order to be valid, a form of proxy must be deposited the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. by no later than 10:00 a.m. a.m. on Monday, June 19, 2023) or any adjournment thereof. The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
(v) For determining the entitlement to attend and vote at the above meeting, the transfer books and register of members will be closed from Friday, June 16, 2023 to Wednesday, June 21, 2023 both days inclusive, during which period no Share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of Shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, June 15, 2023.
(vi) In respect of ordinary resolutions numbered 2 above, Dr. Jianxin Yang, Dr. Wei Li, Mr. Xianghong Lin, Dr. Paul Herbert Chew and Mr. Hongbin Sun shall retire and being eligible, offer themselves for re-election at the above meeting. The biographical details of the above retiring Directors are set out in Appendix I to the accompanied circular dated April 26, 2023.
(vii) In respect of the ordinary resolution numbered 5 above, the Directors wish to state that they have no immediate plans to issue any new Shares. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules.
(viii) In respect of ordinary resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred by the general mandate to buy-back Shares in circumstances which they deem appropriate for the benefits of Shareholders. The Explanatory Statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the buy-back by the Company of its own Shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated April 26, 2023.

As at the date of this notice, the board of Directors comprises Dr. Wei Li as Chairman and non-executive director, Dr. Jianxin Yang as executive director, Mr. Kenneth Walton Hitchner III, Mr. Xianghong Lin and Mr. Edward Hu as non-executive directors, and Dr. Paul Herbert Chew, Mr. Ting Yuk Anthony Wu and Mr. Hongbin Sun as independent non-executive directors.

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AI assistant

CStone Pharmaceuticals — AGM Information 2023

50715_rns_2023-04-25_40cf5911-b8cc-466d-8964-fd932416eaff.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

CStone Pharmaceuticals 基石藥業

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

CStone Pharmaceuticals 基石藥業

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES

3. RE-ELECTION OF RETIRING DIRECTORS

LETTER FROM THE BOARD

4. RE-APPOINTMENT OF AUDITOR

5. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

6. CLOSURE OF REGISTER OF MEMBERS

7. NOTICE OF ANNUAL GENERAL MEETING

8. FORM OF PROXY

9. VOTING BY POLL

10. RESPONSIBILITY STATEMENT

11. RECOMMENDATION

DIRECTOR CANDIDATES

Executive Director

LISTING RULES

SHARE CAPITAL

REASONS FOR AND FUNDING OF THE SHARE BUY-BACK

GENERAL

SHARE BUY-BACK MADE BY THE COMPANY

SHARE PRICES

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

CStone Pharmaceuticals 基石藥業

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

“ That :

“ That :

SPECIAL RESOLUTION

NOTICE OF ANNUAL GENERAL MEETING

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CStone Pharmaceuticals AGM Information 2023