Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting will be held by way of virtual meeting via the Online Platform which can be accessed from any location with connection to the internet. Shareholders of the Company need not to attend the annual general meeting in person.

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM” or “Annual General Meeting”) of Everest Medicines Limited (the “Company”) will be held on Friday, 27 June 2025 at 9:30 a.m. by way of virtual meeting via the Online Platform for the following purposes:

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 the 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 of the Company.
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.

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

“THAT:

(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited)) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

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

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any applicable laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

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

“THAT:

(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to allot, issue and deal with additional shares (including any sale and transfer of shares out of treasury that are held as treasury shares) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the exercise of options under a share option scheme of the Company; and

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum and articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

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

(i) the conclusion of the next annual general meeting of the Company;

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).

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

“THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued (including the sale and transfer of shares out of treasury that are held as treasury shares) or agreed conditionally or unconditionally to be allotted and issued (including the sale and transfer of shares out of treasury that are held as treasury shares) by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”

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

“THAT

(a) the grant of a maximum of 205,911 performance target awards (the “Performance Target Awards”) to Mr. Yongqing Luo (the “Proposed Grant to Mr. Luo”) in accordance with the terms of the Pre-IPO employee equity plan adopted on 25 December 2018 (the “Pre-IPO ESOP”), subject to all applicable laws, rules, regulations and the applicable grant letter, be hereby approved and confirmed;

(b) any one or more of the Directors, with the exception of Mr. Luo, be authorised to exercise the powers of the Company to allot and issue the ordinary shares of the Company pursuant to the Proposed Grant to Mr. Luo under the Pre-IPO ESOP, such that the award shares to be issued pursuant to the Proposed Grant to Mr. Luo shall rank pari passu in all respects among themselves and with the existing ordinary shares in issue at the date of the allotment and issuance of the award shares, and that he/she, be and is hereby authorised to take such actions, do such things, which in their opinion may be necessary, desirable or expedient for the purpose of giving effect to and/or to implement the transactions contemplated in 7(a) above.”

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

“THAT

(a) the grant of a maximum of 92,660 Performance Target Awards to Mr. Ian Ying Woo (the “Proposed Grant to Mr. Woo”) in accordance with the terms of the Pre-IPO ESOP, subject to all applicable laws, rules, regulations and the applicable grant letter, be hereby approved and confirmed;

(b) any one or more of the Directors, with the exception of Mr. Woo, be authorised to exercise the powers of the Company to allot and issue the ordinary shares of the Company pursuant to the Proposed Grant to Mr. Woo under the Pre-IPO ESOP, such that the award shares to be issued pursuant to the Proposed Grant to Mr. Woo shall rank pari passu in all respects among themselves and with the existing ordinary shares in issue at the date of the allotment and issuance of the award shares, and that he/she, be and is hereby authorised to take such actions, do such things, which in their opinion may be necessary, desirable or expedient for the purpose of giving effect to and/or to implement the transactions contemplated in 8(a) above.”

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

“THAT

(a) the grant of a maximum of 4,500 awards to Ms. Heasun Park (the “Proposed Grant to Ms. Park”) in accordance with the terms of the Pre-IPO ESOP, subject to all applicable laws, rules, regulations and the applicable grant letter, be hereby approved and confirmed;

(b) any one or more of the Directors be authorised to exercise the powers of the Company to allot and issue the ordinary shares of the Company pursuant to the Proposed Grant to Ms. Park under the Pre-IPO ESOP, such that the award shares to be issued pursuant to the Proposed Grant to Ms. Park shall rank pari passu in all respects among themselves and with the existing ordinary shares in issue at the date of the allotment and issuance of the award shares, and that he/she, be and is hereby authorised to take such actions, do such things, which in their opinion may be necessary, desirable or expedient for the purpose of giving effect to and/or to implement the transactions contemplated in 9(a) above.”

By Order of the Board
Everest Medicines Limited
Wei Fu
Chairman and Executive Director

Hong Kong, 4 June 2025

As at the date of this announcement, the Board comprises Mr. Wei Fu as Chairman and Executive Director, Mr. Yongqing Luo and Mr. Ian Ying Woo as Executive Directors, Mr. William Ki Chul Cho and Mr. Honggang Feng as Non-executive Directors, and Ms. Hoi Yam Chui, Mr. Yifan Li and Mr. Shidong Jiang as Independent Non-executive Directors.

Notes:

The AGM will be a virtual meeting. All shareholders of the Company (the “Shareholders”) can attend, participate and vote at the AGM by accessing to the website at (https://meetings.computershare.com/everestmed_2025AGM) (the “Online Platform”). Shareholders are reminded that physical attendance in person at the AGM is NOT necessary. Shareholders joining the AGM using the Online Platform will be counted towards the quorum and they will be able to cast their votes and submit questions through the Online Platform.
Details regarding AGM arrangements and login access for joining the AGM through the Online Platform are provided on the notification letter to be despatched together with the Company’s circular dated 4 June 2025 (the “Circular”) and related documents. Shareholders attend the AGM are reminded to read the “GUIDANCE FOR THE AGM” set out in the Circular prior to joining the AGM.
All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint any number of proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present or by proxy shall be entitled to one vote for each share held by him.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s 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). This email address is provided solely for receiving proxy forms relating to the AGM and shall not be used for any other purposes.
For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 24 June 2025 to Friday, 27 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar, 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 Monday, 23 June 2025.
Shareholders attending the AGM will be able to raise questions relevant to the proposed resolutions during the AGM using the Online Platform. Prior to the AGM, Shareholders are also welcome to send such questions or matters in writing to the Company’s email at [email protected] no later than 6:00 p.m. on Wednesday, 25 June 2025. The Company will endeavor to address relevant questions in relation to the proposed resolutions at the AGM. However, the Company may not be able to answer all the questions during the time allocated. Unanswered questions may be responded to after the AGM.
Treasury shares, if any and registered under the name of the Company, shall have no voting rights at the Annual General Meeting. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at the Annual General Meeting.
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If Shareholders have any questions relating to the AGM, please contact the share registrar of the Company as follows:

Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
Tel: (852) 2862 8555
Fax: (852) 2865 0990
Online Enquiries: www.computershare.com/hk/en/online_feedback

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Everest Medicines Limited Proxy Solicitation & Information Statement 2025

50294_rns_2025-06-03_7d9492fa-1028-4e78-9b12-ec4d71ad8986.pdf

NOTICE OF ANNUAL GENERAL MEETING

Notes:

AI assistant

Everest Medicines Limited — Proxy Solicitation & Information Statement 2025

50294_rns_2025-06-03_7d9492fa-1028-4e78-9b12-ec4d71ad8986.pdf

NOTICE OF ANNUAL GENERAL MEETING

Notes:

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