Everest Medicines Limited — Proxy Solicitation & Information Statement 2025

Jun 3, 2025

EVEREST MEDICINES

云顶新耀

Everest Medicines Limited

雲頂新耀有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1952)

Number of shares to which this form of proxy relates (Note 1)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 27 JUNE 2025

I/We $^{(Note2)}$

of

being the registered holder(s) of ________ Share(s) $^{(Note 3)}$ in the issued share capital of Everest Medicines Limited (the "Company") hereby appoint the Chairman of the meeting $^{(Note 3)}$ or ________ (Email: ___________).

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company to be held by way of virtual meeting via online platform on Friday, 27 June 2025 at 9:30 a.m. (and at any adjournment thereof). Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 4 June 2025.

Please tick ("✓") the appropriate boxes to indicate how you wish your vote(s) to be cast $^{(Note 4)}$.

	ORDINARY RESOLUTIONS $^{(Note 5)}$	FOR	AGAINST
1.	To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2024 and the reports of the directors of the Company (the "Directors") and independent auditor of the Company (the "Auditor") thereon.
2(a).	To re-elect Mr. Wei Fu as an executive Director.
2(b).	To re-elect Mr. Yongqing Luo as an executive Director.
2(c).	To re-elect Mr. Ian Ying Woo as an executive Director.
2(d).	To authorize the board of directors (the "Board") to fix the remuneration of the Directors.
3.	To re-appoint Ernst & Young as the Auditor to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration.
4.	To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution.
5.	To give a general mandate to the Directors to issue, allot and deal with additional shares of the Company (including any sale and transfer of treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution.
6.	To extend the general mandate granted to the Directors to issue, allot and deal with additional shares in the capital of the Company (including any sale and transfer of treasury shares) by the aggregate number of the shares repurchased by the Company.
7.	To approve and confirm the grant of 205,911 performance target awards to Mr. Yongqing Luo in accordance with the terms of the Pre-IPO ESOP.
8.	To approve and confirm the grant of 92,660 performance target awards to Mr. Ian Ying Woo in accordance with the terms of the Pre-IPO ESOP.
9.	To approve and confirm the grant of 4,500 awards to Ms. Heasun Park in accordance with the terms of the Pre-IPO ESOP.

Date: _______, 2025

Signature(s) $^{(Note 3)}$

Notes:

1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2. Full name(s), address(es) and email(s) to be inserted in BLOCK CAPITALS.
3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting" and insert the name, address and email of the proxy desired in the space provided. The email so provided will be SOLELY used by the Company or its agents for sending the login details for accessing the online platform and voting at the AGM, so you and your proxy should ensure that the email provided will be appropriately secure and valid for this purpose. If no email address is provided, your proxy cannot participate and vote at the AGM. The proxy need not be a shareholder of the Company.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
5. The full text of the proposed resolutions is set out in the notice of annual general meeting of the Company dated 4 June 2025.
6. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
7. In the case of joint holders of any Shares, only ONE PAIR of login details and password for the online platform will be provided to the joint holders. Any one of such joint holders may attend the meeting or vote in respect of such Shares as if he/she/it was solely entitled thereto.
8. If you or your proxy cast votes through the online platform, such votes cast are irrevocable once the voting session of the meeting ends.
9. If your proxy has not received the login details by email by 9:30 a.m. on Thursday, 26 June 2025, your proxy should reach out to the Company's share registrar, Computershare Hong Kong Investor Services Limited for assistance.
10. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).
11. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.