THIS CIRCULAR 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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Everest Medicines Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1952)

(1) PROPOSED RE-ELECTION OF DIRECTORS;
(2) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES;
(3) PROPOSED RE-APPOINTMENT OF RETIRING AUDITOR;
(4) NON-EXEMPTED CONNECTED TRANSACTIONS — PROPOSED GRANT OF AWARDS AND PERFORMANCE TARGET AWARDS TO CONNECTED PERSONS; AND
(5) NOTICE OF ANNUAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Unless the context otherwise requires, all capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular.

The notice convening the AGM to be held on Friday, 27 June 2025 at 9:30 a.m. is set out in this circular.

The AGM will be held by way of virtual meeting using an electronic system which allows all Shareholders to participate and vote through the Online Platform. Whether or not Shareholders are able to attend the AGM, they are encouraged to appoint the Chairman of the AGM as their proxy. The deadline to submit completed proxy forms is Wednesday, 25 June 2025 at 9:30 a.m.

SUMMARY OF GUIDANCE FOR THE AGM

Please see pages 1 to 4 of this circular for details of the guidance for the virtual AGM, including:

Attendance
Online Platform
Login details for registered Shareholders
Login details for non-registered Shareholders
Login details for duly appointed proxies or corporate representatives
Login details for new registered Shareholders
Proxy appointment and voting
Questions at or prior to the AGM

This circular, together with the form of proxy, are also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.everestmedicines.com).

Hong Kong, 4 June 2025

CONTENTS

Page

Guidance for the AGM 1
Definitions 5

Letter from the Board
1. Introduction 9
2. Proposed Re-election of Directors 10
3. Proposed Granting of General Mandate to Repurchase Shares 10
4. Proposed Granting of General Mandate to Issue Shares 10
5. Proposed Re-Appointment of Retiring Auditor 10
6. Proposed Grant of Awards and Performance Target Awards to Connected Persons 11
7. AGM and Proxy Arrangement 19
8. Recommendation 20

Letter from the Independent Board Committee 21
Letter from WRise Capital Limited 22

Appendix I — Details of the Directors Proposed to be Re-elected at the AGM 56
Appendix II — Explanatory Statement on the Share Repurchase Mandate 60
Appendix III — General Information 63
Notice of Annual General Meeting 67

GUIDANCE FOR THE AGM

The forthcoming AGM of the Company will be held by way of virtual meeting through broadcasting at the website https://meetings.computershare.com/everestmed_2025AGM (the "Online Platform"). Shareholders attending and participating in the AGM using the Online Platform will be deemed present at, and will be counted towards the quorum of, the AGM and they will be able to cast their votes and submit questions through the Online Platform. Unless otherwise defined herein, terms used in this Guidance for the AGM shall have the same meanings in the "Definitions" section on pages 5 to 8.

ATTENDANCE

Both registered and non-registered Shareholders will be able to attend and view a live webcast of the AGM, raise questions and cast vote through the Online Platform.

Online Platform

The Online Platform will be opened for registered and non-registered Shareholders to log into approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the Online Platform to complete the related procedures.

A step-by-step "Online Meeting User Guide" for the login process of the AGM has been made available on the Company's website at www.everestmedicines.com for assistance.

Login details for registered Shareholders

For registered Shareholders, the login details for joining the AGM through the Online Platform are provided in the notification letter that has been sent together with this circular.

Login details for non-registered Shareholders

Non-registered Shareholders who wish to attend and vote at the AGM through the Online Platform should:

(1) contact and instruct your banks, brokers, custodians, nominees or HKSCC Nominees Limited by which your Shares are held (collectively, the "Intermediary") to appoint you as the proxies or corporate representatives to attend and vote at the AGM; and

(2) provide your email address(es) to your Intermediary before the deadline imposed by your Intermediary.

Login details to access the Online Platform will be sent to the non-registered Shareholders by the Company's share registrar, Computershare Hong Kong Investor Services Limited ("Computershare"), to the email address(es) you provided to the Intermediary. Any non-registered Shareholder who has provided an email address through the relevant Intermediary for this purpose but has not received the login details by email by 9:30 a.m. on Thursday, 26 June 2025 should reach out to Computershare for assistance.

GUIDANCE FOR THE AGM

Without the login details, non-registered Shareholders will not be able to attend, participate or vote at the AGM. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (1) and (2) above.

Login details for duly appointed proxies or corporate representatives

Login details to access the Online Platform will be sent by Computershare to the email address(es) of the proxies provided in the returned forms of proxy.

For corporate Shareholders who wish to appoint representatives to attend, participate and vote at the AGM on their behalf through the Online Platform, please call the service hotline of Computershare at (852) 2862 8555 during business hours from 9:00 a.m. to 6:00 p.m. (Hong Kong time) from Monday to Friday, excluding Hong Kong public holidays for arrangements.

Any proxy or corporate representative who has not received the login details by email by 9:30 a.m. on Thursday, 26 June 2025 should reach out to Computershare for assistance.

Login details for new registered Shareholders

For new registered Shareholders (who registered after the dispatch date of the AGM documents but are still entitled to attend, participate and vote at the AGM), login details can be obtained by request from Computershare with the contact details below:

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
Website: www.computershare.com/hk/contact

POINTS TO NOTE

Registered and non-registered Shareholders should note that only one device is allowed in respect of each set of login details. Please also keep the login details in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise. Shareholders should also note that an active and stable internet connection is required in order to allow them to participate, vote and submit questions at the AGM through the Online Platform. It is the users’ own responsibility to ensure that they have a sufficient and stable internet connection.

PROXY APPOINTMENT AND VOTING

Voting by Proxy

A Shareholder who is entitled to attend and vote at the AGM is entitled to appoint a proxy to exercise the Shareholder’s rights at the AGM. A proxy may attend, speak and vote instead of the Shareholder who needs not be a Shareholder of the Company.

GUIDANCE FOR THE AGM

Irrespective of whether Shareholders are able to attend the AGM, you are encouraged to appoint the Chairman of the AGM as your proxy. If the proxy appointed is not the Chairman of the AGM, you are requested to provide a valid email address of your proxy to receive the login details. If no email address is provided, your proxy cannot attend, participate or vote at the AGM.

Where there are joint registered holders of any Share(s), any one of such persons (or his/her proxy) may vote at the AGM, through the Online Platform, in respect of such Share(s) as if he/she is solely entitled to, but if more than one of such joint holders (or his/her proxy) is present at the AGM through the Online Platform that only one device is allowed per login.

Proxy Forms and Voting Record Date

A proxy form is enclosed with this circular or can be downloaded from the website of the Stock Exchange at www.hkexnews.hk and on the Company's website at www.everestmedicines.com.

All proxy forms must be completed and signed in accordance with the instructions printed thereon and be returned to Computershare at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). The deadline to submit completed proxy forms is Wednesday, 25 June 2025 at 9:30 a.m.

Submission of the form of proxy will not preclude any member of the Company from attending the AGM through the Online Platform or any adjournment thereof and voting online if such member so wishes and in such event, the form of proxy will be deemed to be revoked.

QUESTIONS AT OR PRIOR TO THE AGM

Shareholders attending the AGM online will be able to raise questions relevant to the proposed resolutions using the Online Platform. The Q&A time will be restricted to a maximum of 15 minutes.

Prior to the AGM, irrespective of whether Shareholders attend the AGM or not, they are also welcome to send any questions in writing about any resolution or about the Company, or have any matter for communication with the Board, to the Company's registered office or 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.

GUIDANCE FOR THE AGM

If Shareholders have any questions relating to the AGM arrangements, 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

DEFINITIONS

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

"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be held on Friday, 27 June 2025 at 9:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 67 to 73 of this circular, or any adjournment thereof, by way of virtual meeting via the Online Platform

"Articles" or "Articles of Association"
the eighth amended and restated articles of association of the Company currently in force

"associate"
has the meaning ascribed to it under the Listing Rules

"Award(s)"
awards(s), being a contingent right to receive Shares awarded under the Pre-IPO ESOP

"Board"
the board of Directors

"CBC Group"
mainly comprises C-Bridge Healthcare Fund II, L.P., C-Bridge Investment Everest Limited, C-Bridge II Investment Eight Limited, C-Bridge Healthcare Fund IV, L.P., C-Bridge IV Investment Two Limited, C Bridge IV Investment Nine Limited Ltd., C-Bridge Capital Investment Management, Ltd., CBC Group Investment Management, Ltd, C-Bridge Value Creation Limited and Everest Management Holding Co., Ltd

"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

"Company"
Everest Medicines Limited, 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 (stock code: 1952)

"connected person(s)"
has the meaning ascribed to it under the Listing Rules

"Director(s)"
the director(s) of the Company

"Grantees"
Mr. Luo, Mr. Woo and Ms. Park

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

DEFINITIONS

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

“Independent Board Committee” an independent committee of the Board, comprising all independent non-executive Directors, established to advise the Independent Shareholders on the Proposed Award Grants

“Independent Financial Adviser” the independent financial adviser acceptable to the Stock Exchange appointed by the Company pursuant to Rule 14A.44 of the Listing Rules to advise the Independent Board Committee and the Independent Shareholders on the Proposed Award Grants

“Independent Shareholders” the Shareholders who are not required under the Listing Rules to abstain from voting on the resolutions relating to the Proposed Award Grants to be proposed at the AGM

“Latest Practicable Date” 29 May 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular

“Listing Date” 9 October 2020

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

“Memorandum and Articles” or “Memorandum and Articles of Association” the eighth amended and restated memorandum and articles of association of the Company, currently in force

“Mr. Luo” Mr. Yongqing Luo, executive Director and chief executive officer of the Company

“Mr. Woo” Mr. Ian Ying Woo, executive Director and chief financial officer of the Company

“Ms. Park” Ms. Heasun Park, employee of the Company and a director of subsidiaries of the Company

“Nomination Committee” the nomination committee of the Company

“Online Platform” the internet based platform (http://meetings.computershare.com/everestmed_2025AGM) through which Shareholders can attend, participate and vote by electronic means at the AGM

– 6 –

DEFINITIONS

"Performance Target Awards" performance target awards granted to the Grantees in accordance with the Pre-IPO ESOP

"Pre-IPO ESOP" the pre-IPO employee equity plan adopted on 25 December 2018 and amended and restated on 17 February 2020

"Proposed Award Grant(s)" the proposed grant of Awards and/or Performance Target Awards to the Grantees in accordance with the Pre-IPO ESOP

"Remuneration Committee" the remuneration committee of the Company

"Repurchase Mandate" a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting

"Sale Mandate" a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale and transfer of Shares out of treasury that are held as treasury Shares) of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

"Share(s)" ordinary share(s) of US$0.0001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

"Shareholder(s)" holder(s) of Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time

"treasury Shares" has the meaning ascribed to it under the Listing Rules

DEFINITIONS

"US$" or "USD"

United States dollars, the lawful currency of the United States of America

“%”

percent

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

In the event of any inconsistency, the English version shall prevail over the Chinese version.

LETTER FROM THE BOARD

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1952)

Executive Directors:
Mr. Wei Fu (Chairman)
Mr. Yongqing Luo (Chief executive officer)
Mr. Ian Ying Woo
(President, Chief financial officer)

Registered Office:
PO Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands

Non-executive Directors:
Mr. William Ki Chul Cho
Mr. Honggang Feng

Head Office:
17/F., AIA Financial Center
866 East Changzhi Road, Hongkou District
Shanghai, 200082, China

Independent Non-executive Directors:
Ms. Hoi Yam Chui
Mr. Yifan Li
Mr. Shidong Jiang

Principal Place of Business in Hong Kong:
Room 1912, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong

4 June 2025

To the Shareholders

Dear Sir/Madam,

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on Friday, 27 June 2025.

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 16.19 of the Articles of Association, Mr. Wei Fu, Mr. Luo and Mr. Woo shall retire at the AGM. All of the above Directors, being eligible, will offer themselves for re-election at the AGM.

Details of the Directors proposed for re-election at the AGM are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

On 28 June 2024, a resolution was passed by the Shareholders to grant a general mandate to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the AGM (i.e. a total of 32,688,147 Shares on the basis that no further Shares are issued or repurchased before the AGM).

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 granting of the Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

On 28 June 2024, a resolution was passed by the then Shareholders to grant a general mandate to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares (including any sale or transfer of treasury Shares) if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Sale Mandate to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of treasury Shares) of not exceeding 20% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the AGM (i.e. a total of 65,376,295 Shares on the basis that no further Shares are issued or repurchased before the AGM). An ordinary resolution to extend the Sale Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.

5. PROPOSED RE-APPOINTMENT OF RETIRING AUDITOR

The Board proposes to re-appoint Ernst & Young as the auditor of the Company effective until the conclusion of the next annual general meeting of the Company subject to the approval of the Shareholders at the AGM. The Board also proposes and recommends to the Shareholders to authorize the Board at the AGM to fix the remuneration of Ernst & Young as the auditor of the Company.

LETTER FROM THE BOARD

6. PROPOSED GRANT OF AWARDS AND PERFORMANCE TARGET AWARDS TO CONNECTED PERSONS

The Board announces that on 1 April 2025, the Company resolved to grant 205,911 Performance Target Awards to Mr. Luo, 92,660 Performance Target Awards to Mr. Woo, and 4,500 Awards to Ms. Park under the Pre-IPO ESOP, subject to acceptance by the Grantees and Independent Shareholders’ approval at the AGM.

The details of the Proposed Award Grants are as follows:

Date of grant: 1 April 2025

Number of Awards proposed to be granted: 298,571 Performance Target Awards and 4,500 Awards

Purchase price of the Awards proposed to be granted: Nil

Market price of the Shares on the date of grant: HK$54.45 per Share

Vesting period and performance targets: 205,911 Performance Target Awards and 92,660 Performance Target Awards proposed to be granted to Mr. Luo and Mr. Woo shall vest equally over 4 years, with the first vesting date being 31 March 2026 and the remaining vesting dates being each anniversary of such date thereafter, upon the achievement of specified company level performance targets and individual performance appraisal targets by the first vesting date. The company level performance targets relate to financial performance, clinical development milestones, capital market and operational and company organizational goals. The Board will review the achievement of the company level performance targets by the first vesting date, and if both company level performance targets and individual performance appraisal are satisfactory, the Performance Target Awards shall vest accordingly. There are no performance targets attached to the 4,500 Awards proposed to be granted to Ms. Park, which shall vest equally over 4 years, with the first vesting date being 31 March 2026 and the remaining vesting dates being each anniversary of such date thereafter.

Note: Based on the above vesting schedules, 51,477 or 51,478 Performance Target Awards and 23,165 Performance Target Awards would vest for Mr. Luo and Mr. Woo each year, respectively, and 1,125 Awards would vest for Ms. Park each year.

11 -

LETTER FROM THE BOARD

The Remuneration Committee notes that the first vesting date is less than 12 months from the date of grant, and considers such arrangement to be appropriate as it is consistent with the prior practices and approach of the Company. Since the adoption of the Company's existing share schemes, the practice of the Company has been to set the vesting schedules of share awards granted thereunder to be equal over 4 years, with the first vesting date being the first anniversary of a specified vesting commencement date which falls on or around the end of the first quarter of the year, and the remaining vesting dates being each anniversary of such date thereafter. The Company considers that such approach would enable the Company to align and better manage the vesting schedules of all of its share awards and thereby enhance operational efficiency.

Clawback mechanism:

Pursuant to the Pre-IPO ESOP, subject to the determination of the Board, if any grantee ceases to be an employee due to termination for cause, then any Award (whether vested or unvested) held by the grantee shall immediately lapse or be canceled except as otherwise resolved by the Board in its sole discretion.

Details of the Grantees are as follows:

Name of Grantee	Position	Number of Awards/ Performance Target Awards proposed to be granted	Percentage of total no. of Shares in issue	Market value based on the closing price of HK$54.45 per Share on the date of grant (HK$)
Mr. Luo	Executive Director and chief executive officer	205,911	0.06%	11,211,854
Mr. Woo	Executive Director and chief financial officer	92,660	0.03%	5,045,337
Ms. Park	Employee of the Company and a director of subsidiaries of the Company	4,500	0.00%	245,025
		303,071	0.09%	16,502,216

Note: For the avoidance of doubt, Ms. Park is not considered a senior manager for the purpose of Chapter 17 of the Listing Rules.

LETTER FROM THE BOARD

Reasons for and Benefits of the Proposed Award Grants

The Proposed Award Grants are part of the Company's remuneration policy. It enables the Company to attract, retain, incentivize, reward and remunerate the Grantees and encourage them to work towards enhancing the value of the Company and the Shares for the benefit of the Company and Shareholders as a whole.

The Directors believe that the future success and continual development of the Company are closely linked to the continual commitment and efforts of its management team. In particular, given the limited number of individuals in the biopharmaceutical industry with the breadth of expertise and experience required to successfully discover, develop, gain regulatory approval of, manufacture and commercialize drug products and formulate strategy as well as operate the Company to support the development of the drug products, the Board considers that the retention and motivation of the Grantees as an indispensable part of the senior management and research and development team of the Group is highly beneficial for the Group's development and expansion, and can minimize any potential disruption to the existing operation of the Group resulting from the lack of continuity of leadership.

The Grantees have been invaluable to and instrumental in the Group's success, especially in business development, operational excellence, licensing and research and development. The number of Awards proposed to be granted to the Grantees was determined by the Remuneration Committee and the Directors having taken into account (i) where possible, the level of remuneration paid by comparable biopharmaceutical companies listed on the Stock Exchange under Chapter 18A of the Listing Rules to their directors and senior management; (ii) the time commitment, responsibilities and achievements of the Grantees; (iii) the market practice regarding executive remuneration package structures of comparable companies; and (iv) based on their experience and knowledge of the industry, the importance of a biopharmaceutical company like the Group, which depends significantly highly educated and skilled individuals with the requisite biopharmaceutical and industry knowledge, to retain, motivate and incentivize the Directors and senior management to run the Company successfully for the long term benefit of the Group.

In respect of (i) above:

(i) the annual remunerations of the CEOs of comparable companies

Taking into account that the range of annual remuneration of CEOs of other biopharmaceutical companies listed on the Stock Exchange under Chapter 18A of the Listing Rules for year ended 31 December 2023 was between RMB1.2 million and RMB73.0 million and the average annual remuneration was approximately RMB17.2 million, the experience and time commitment and responsibilities of Mr. Luo, details of which are set out below, the Directors and Remuneration Committee consider the number of Performance Target Awards to be granted to Mr. Luo to be fair and reasonable.

LETTER FROM THE BOARD

(ii) the annual remuneration of executive directors of comparable companies

Taking into account the annual remuneration of the Company's executive Director and chief executive officer for the year ended 31 December 2024 of approximately RMB46.4 million, the average annual remunerations of executive directors of other biopharmaceutical companies listed on the Stock Exchange under Chapter 18A of the Listing Rules for the year ended 31 December 2023 of approximately RMB6.0 million, as well as the experience and time commitment and responsibilities of Mr. Woo, details of which are set out below, the Directors and Remuneration Committee consider the number of Performance Target Awards to be granted to Mr. Woo to be fair and reasonable.

Rationale of the Proposed Award Grants

The Board considers that the retention and motivation of the Grantees as an indispensable part of the senior management and research and development team of the Group is highly beneficial for the Group's development and expansion, and can minimize any potential disruption to the existing operation of the Group resulting from the lack of continuity of leadership. The Board proposed to remunerate the Grantees with the Proposed Award Grants after considering the respective benefits of granting the Awards and the complementary effect of the Proposed Award Grants as part of the remuneration package. In particular, the Proposed Award Grants represent the medium to long-term incentive portion of Mr. Luo's remuneration package in leading the Group into its next stage of development, through the challenges brought about by the pandemic. The Board proposed to remunerate the Grantees with the Proposed Award Grants in accordance with the Company's remuneration policy after considering the Grantees' respective management roles in the Group and their respective background and experience in the biopharmaceutical industry which contribute to the success of the Group. In determining the remuneration of the Grantees, the Board took into consideration a variety of factors, including but not limited to (i) the importance of the roles and responsibilities of the Grantees; (ii) their past performance and contributions; (iii) their expected contribution to the Company's future development; and (iv) the remuneration packages of executives in biotechnology and pharmaceutical companies listed on the Stock Exchange.

Each of the Grantees has extensive experience in the biopharmaceutical industry and/or financial, business and/or operational management which complements the skills and experience of other Board and senior management members and has allowed them to contribute significantly to the building of a strong infrastructure for the long-term, sustainable development of the Group.

LETTER FROM THE BOARD

Background and contribution of Mr. Luo

Mr. Luo was appointed as an executive Director and chief executive officer of the Company on 19 September 2022. He is also a director of certain subsidiaries of the Company. Mr. Luo has more than 25 years of experience in the healthcare industry. Mr. Luo was previously the president and general manager of Greater China of Brii Biosciences Limited (HKEX: 2137) from 11 September 2020 to 15 September 2022 and its executive director from 30 March 2021 to 15 September 2022, and the chief executive officer of a subsidiary of Brii Biosciences Limited, TSB Therapeutics, from December 2021 to 15 September 2022. From September 2016 to September 2020, he was the global vice president and general manager of China of Gilead Sciences, Inc., during which he helped to build Gilead Sciences, Inc.'s presence in China. He led the clinical development, regulatory approval process and successful commercial launch of eight innovative products as well as established a unique business model encompassing science, commercialization and patient access. Prior to that, he held senior positions in multiple multinational pharmaceutical companies including Roche and Novartis.

Mr. Luo received his medical education from Xiangya School of Medicine, Central South University, in China and graduated in July 1992, and then served for three years as a surgeon at St. Luke's Hospital, Shanghai, from July 1992 to July 1995. He obtained an executive master of business administration from China Europe International Business School in China in September 2006.

Background and contribution of Mr. Woo

Mr. Woo is an executive Director and president and chief financial officer of the Company. Mr. Woo was appointed as Director in December 2018 and was re-designated as an executive Director in July 2020. Mr. Woo is also a director of certain subsidiaries of the Company.

Mr. Woo is an operating partner of CBC Group and served as a managing director of CBC Group from June 2018 to June 2019. Prior to joining the Company in June 2018, Mr. Woo served as a managing director in the healthcare advisory team at Lazard Frères & Co. LLC ("LFNY"), a subsidiary of the financial advisory and asset management firm Lazard Ltd (NYSE: LAZ). Mr. Woo joined LFNY in March 2005 and was based in New York until June 2018, other than from January 2012 to June 2016 during which period he worked at Lazard Asia (Hong Kong) Limited, LFNY's Hong Kong office and an SFC licensed corporation. Mr. Woo was an independent director of Prenetics Global Ltd. (NASDAQ: PRE) from May 2022 to May 2024.

Mr. Woo received his bachelor's degree in biology from Tufts University in the United States in May 1994, his master's degree in cellular, molecular and biomedical studies from the Columbia University Graduate School of Arts and Sciences in the United States in May 1998 and his master of business administration degree from the Columbia University Graduate School of Business in the United States in May 2003.

LETTER FROM THE BOARD

Background and contribution of Ms. Park

Ms. Park is the director and general manager of Everest Medicines Korea, LLC. She is responsible for the overall management of Korea affiliate, as well as the overseas market, of the Company since January 2021. Ms. Park has a distinguished career in the pharmaceutical industry. Before joining the Company, she worked at BMS as general manager of Korea for 4 years and led the transformation of the company and the successful launch of new products including Opdivo. Prior to BMS, Ms. Park has worked at other multinational companies including Bayer, Abbott and Pfizer for 17 years in various roles in marketing, strategy, market access and BU leadership. Ms. Park has a bachelor of science and a master of science in pharmacy from Seoul National University as well as a Ph.D. in pharmaceutical policy and outcomes research from Sungkyunkwan University in Korea.

Ms. Park's industry and leadership experience is very relevant for the Company as we build our organization and business in Korea. Under her leadership, Everest Medicines Korea, LLC. was incorporated in July 2021 and established to commercialize the Group's products in Korea. She played a critical role in ODD and fast track designation (FTD) by the MFDS of South Korea for Trodelvy in April 2021, and the Biologics License Application (BLA) submission and acceptance by MFDS. She led pre-marketing activities for Trodelvy including advisory board meetings, market research, and pharmacoeconomics analysis. Ms. Park has worked closely with the global R&D team for successful patient recruitment for clinical trials of Trodelvy and Etrasimod. She also worked extensively with global business development team to actively pursue NEFECON® Korea rights. She contributed to the Company's reputation as an innovative Chinese biotech company by giving a thorough introduction on the Company's strengths, visions as well as its pipelines at an interview with two influential Korean media press.

Korea is the third largest pharmaceutical market in the Asia Pacific region with a well-developed healthcare system. Ms. Park has robust experiences and a rich network in the Korean pharmaceutical industry, which has been invaluable to the Group's success in Korea. With her strong leadership, the Group can make its products accessible to patients and in realizing operation success for Korea.

Dilution effect

Assuming all the Shares under the Proposed Award Grants are exercised/vested in full, the number of such underlying Shares would amount to 303,071, or approximately 0.09% of the total issued share capital of the Company as at the Latest Practicable Date.

The table below sets out the shareholding in the Company assuming (i) the Proposed Award Grants are exercised/vested in full; (ii) no other Shares are issued or repurchased by the Company; and (iii) there are no other changes to the issued share capital of the Company (calculated based on the number of Shares in issue on the Latest Practicable Date):

16 -

LETTER FROM THE BOARD

Name of Shareholders	As at the Latest Practicable Date (Note 1)		Upon vesting of the Shares under the Proposed Award Grants in full
	No. of Shares	% (Note 2)	No. of Shares	% (Note 2)
Grantees — Executive Directors
Mr. Luo	1,279,897	0.39	1,485,808	0.45
Mr. Woo	594,404	0.18	687,064	0.21
Grantees — Employee
Ms. Park	84,503	0.03	89,003	0.03
Substantial Shareholder
CBC Group	109,883,427	33.62	109,883,427	33.58
Other Shareholders	215,039,245	65.79	215,039,245	65.72
Total	326,881,476	100.00	327,184,547	100.00

Notes:
1. The calculation is based on the total number of 326,881,476 Shares in issue as at the Latest Practicable Date.
2. The percentage figures in this column are rounded to two decimal places. The total of 100% may not be the arithmetic total of the figures in this column.

Director's Views

In this regard, the Directors (including the independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) consider that the Proposed Award Grant to Ms. Park is fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of the Group's business and in the best interests of the Company and the Shareholders as a whole.

In this regard, the Board (excluding Mr. Luo but including the independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) and the Remuneration Committee consider that the Proposed Award Grant to Mr. Luo is fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of the Group's business and in the best interests of the Company and the Shareholders as a whole.

In this regard, the Board (excluding Mr. Woo but including the independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) and the Remuneration Committee consider that the Proposed Award Grant to Mr. Woo is fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of the Group's business and in the best interests of the Company and the Shareholders as a whole.

LETTER FROM THE BOARD

Independent Board Committee and Independent Financial Adviser

The Independent Board Committee, comprising Ms. Hoi Yam Chui, Mr. Yifan Li and Mr. Shidong Jiang, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the terms of the Proposed Award Grants. WRise Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Shares Available for Grant under the Pre-IPO ESOP

As at the Latest Practicable Date, 1,716,449 Shares were available for grant under the Pre-IPO ESOP (after taking into account the Proposed Award Grants). No service sublimit was set under the Pre-IPO ESOP.

Listing Rules Implications

Each of Mr. Luo and Mr. Woo is an executive Director, and Ms. Park is a director of subsidiaries of the Company. Therefore, each of them is a connected person of the Company.

Accordingly, each of the Proposed Award Grants constitutes a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to reporting, announcement, circular and the Independent Shareholders' approval requirements.

No Director is considered to be interested in the Proposed Award Grant to Ms. Park and therefore none of them abstained from voting on the relevant Board resolutions. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Ms. Park is interested in 84,503 Shares held by her associate and the options and awards for which no voting rights may be exercisable. Accordingly, Ms. Park and her associates shall abstain from voting at the AGM on the resolution approving the Proposed Award Grant to Ms. Park. Save for Ms. Park, no other Shareholders are required under the Listing Rules to abstain from voting at the AGM on the resolutions approving the Proposed Award Grant to Ms. Park.

Mr. Luo did not vote on the Board resolution approving the Proposed Award Grant to Mr. Luo. No other Director is considered to be interested in this grant and therefore none of them other than Mr. Luo abstained from voting on the relevant Board resolution. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of Mr. Luo and his associates is not interested in any Shares or underlying Shares, except for Mr. Luo's interest in 1,279,897 Shares held by his associate and the options and awards for which no voting rights may be exercisable. Accordingly, save for Mr. Luo and his associates, no other Shareholders are required under the Listing Rules to abstain from voting at the AGM on the resolutions approving the Proposed Award Grant to Mr. Luo.

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LETTER FROM THE BOARD

Mr. Woo did not vote on the Board resolution approving the Proposed Award Grant to Mr. Woo. No other Director is considered to be interested in this grant and therefore none of them other than Mr. Woo abstained from voting on the relevant Board resolution. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of Mr. Woo and his associates is not interested in any Shares or underlying Shares, except for Mr. Woo's interest in 594,404 Shares held by his associate and the options and awards for which no voting rights may be exercisable. Accordingly, save for Mr. Woo and his associates, no other Shareholders are required under the Listing Rules to abstain from voting at the AGM on the resolutions approving the Proposed Award Grant to Mr. Woo.

Information about the Company

The Company is a biopharmaceutical company focused on developing, manufacturing and commercializing transformative pharmaceutical products and vaccines that address critical unmet medical needs for patients in Asian markets. The management team of the Company has deep expertise and an extensive track record from both leading global pharmaceutical companies and local Chinese pharmaceutical companies in high-quality discovery, clinical development, regulatory affairs, CMC, business development, and operations. The Company has built a portfolio of potentially global first-in-class or best-in class molecules in the Company's core therapeutic areas of renal diseases, infectious diseases and autoimmune disorders.

7. AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 67 to 73 of this circular.

Pursuant to the Listing Rules and the Memorandum and Articles of Association, any vote of Shareholders at a general meeting must 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. Treasury shares, if any and registered under the name of the Company, shall have no voting rights at the Company's general meetings. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.everestmedicines.com). 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 notarially certified copy of that power or authority must be deposited at Computershare at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time assigned for holding the AGM or any adjournment thereof (as the case may be).

LETTER FROM THE BOARD

For the AGM to be convened on Friday, 27 June 2025 at 9:30 a.m., the deadline to submit completed proxy forms is Wednesday, 25 June 2025 at 9:30 a.m. Completion and return of the form of proxy will not preclude any member of the Company from attending and voting at the AGM through the Online Platform or any adjournment or postponement thereof, if such member so wishes and in such event, the form of proxy will be deemed to be revoked.

Shareholders are advised to read the “Guidance for the AGM” carefully prior to attending the AGM.

8. RECOMMENDATION

The Directors (including the independent non-executive Directors whose views on the Proposed Award Grants are set out in the Letter from the Independent Board Committee below) consider that the proposed re-election of retiring Directors, the proposed granting of the Repurchase Mandate, the proposed Sale Mandate, the proposed re-appointment of auditor and the Proposed Award Grants are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Everest Medicines Limited

Wei Fu

Chairman and Executive Director

20 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

4 June 2025

To the Independent Shareholders

Dear Sir or Madam,

We have been appointed as the Independent Board Committee to advise Independent Shareholders in connection with the Proposed Award Grants, details of which are set out in the circular of the Company to the Shareholders dated 4 June 2025 (the "Circular"), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of WRise Capital Limited, the independent financial adviser of the Company in relation to the Proposed Award Grants, the Grantees' contribution to the Group and the reasons and rationale of the Proposed Award Grants, we are of the view that the terms of the Proposed Award Grants are fair and reasonable so far as the Independent Shareholders are concerned, and that the Proposed Award Grants are made on normal commercial terms, in the ordinary and usual course of the Group's business, and in the interests of the Company and its Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the AGM to approve the Proposed Award Grants.

Yours faithfully,

Ms. Hoi Yam Chui
Independent non-executive
Director

Mr. Yifan Li
Independent non-executive
Director

Mr. Shidong Jiang
Independent non-executive
Director

21 -

LETTER FROM WRISE CAPITAL LIMITED

The following is the full text of a letter of advice from WRise Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Proposed Award Grants, which has been prepared for the purpose of incorporation in this circular.

WRIS

CAPITAL

4 June 2025

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

NON-EXEMPTED CONNECTED TRANSACTIONS — PROPOSED GRANT OF AWARDS AND PERFORMANCE TARGET AWARDS TO CONNECTED PERSONS

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Proposed Award Grants, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular issued by the Company to the Shareholders dated 4 June 2025 (the “Circular”), of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

As stated in the Letter from the Board, the Company announced on 1 April 2025 that it has resolved to grant (i) 205,911 Performance Target Awards to Mr. Yongqing Luo (“Mr. Luo”); (ii) 92,660 Performance Target Awards to Mr. Ian Ying Woo (“Mr. Woo”); and (iii) 4,500 Awards to Ms. Heasun Park (“Ms. Park”) under the Pre-IPO ESOP, subject to acceptance by the Grantees and the Independent Shareholders’ approval at the AGM. Each of Mr. Luo and Mr. Woo is an executive Director, and Ms. Park is a director of subsidiaries of the Company. Therefore, each of them is a connected person of the Company. Accordingly, each of the Proposed Award Grants constitutes a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to reporting, announcement, circular and the Independent Shareholders’ approval requirements.

The Independent Board Committee comprises Mr. Shidong Jiang, Mr. Yifan Li and Ms. Hoi Yam Chui, all being independent non-executive Directors. It has been established to advise the Independent Shareholders on whether the Proposed Award Grants are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole, and advise the Independent Shareholders as to voting. We, WRise Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

LETTER FROM WRISE CAPITAL LIMITED

OUR INDEPENDENCE

We are not associated with the Company, its directors, subsidiaries, associates or substantial shareholders or their respective associates and the Grantees or their respective close associates, associates or core connected persons (all as defined under the Listing Rules). Apart from acting as the Independent Financial Adviser, we also acted twice as an independent financial adviser to advise the independent board committee of the Company and the independent shareholders during the last two years and up to the date hereof, details of which are set out in the Company's circulars dated 31 May 2023 and 5 June 2024 respectively. Apart from normal professional fees paid or payable to us in connection with such appointments as the independent financial adviser, no arrangements exist whereby we had received any fees or benefits from the Group. As at the Latest Practicable Date, we did not have any relationships or interests with the Group that could reasonably be regarded as hindrance to our independence. Accordingly, we are considered to be eligible to give independent advice in respect of the Proposed Award Grants.

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied on (i) the information and facts contained or referred to in the Circular; (ii) the information supplied by the management of the Group; (iii) the opinions expressed by and the representations of the Directors and the management of the Group; and (iv) our review of the relevant public information. We have assumed that all the information provided and representations and opinions expressed to us or contained or referred to in the Circular were true, accurate and complete in all material respects as at the date thereof and may be relied upon. We have also assumed that all statements contained and representations made or referred to in the Circular are true at the time they were made and continue to be true as at the Latest Practicable Date and all such statements of belief, opinions and intentions of the Directors and the management of the Group and those as set out or referred to in the Circular were reasonably made after due and careful enquiry. We have no reason to doubt the truth, accuracy and completeness of such information and representations provided to us by the Directors and the management of the Group. We have also sought and received confirmation from the Directors that no material facts have been withheld or omitted from the information provided, opinion expressed, representations made to us or referred to in the Circular and that all information provided, opinion expressed or representations made, to us by the Directors and the management of the Group are true, accurate, complete and not misleading in all material respects at the time they were made and continued to be so until the date of the Circular.

We consider that we have reviewed sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information provided, representations made or opinion expressed by the Directors and the management of the Group, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of any member of the Group or any of their respective subsidiaries and associates.

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LETTER FROM WRISE CAPITAL LIMITED

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the 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 in the Circular or the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation with regard to the Proposed Award Grants, we have taken into account the principal factors and reasons set out below:

1. Background of the Group

The Group is a biopharmaceutical company focused on developing, manufacturing and commercializing transformative pharmaceutical products and vaccines that address critical unmet medical needs for patients in Asian markets. The management team of the Company has deep expertise and an extensive track record from both leading global pharmaceutical companies and local Chinese pharmaceutical companies in high-quality discovery, clinical development, regulatory affairs, chemistry, manufacturing and controls processes in pharmaceutical products (CMC), business development and operations. The Company has built a portfolio of potentially global first-in-class or best-in-class molecules in the Company's core therapeutic areas of renal diseases, infectious diseases and autoimmune disorders.

The Shares have been listed on the Main Board of the Stock Exchange since 9 October 2020 in accordance with Chapter 18A of the Listing Rules. In April 2025, the Stock Exchange approved the dis-application of Rules 18A.09 to 18A.11 of the Listing Rules to the Company given the Company had satisfied the market capitalisation/revenue test under Rule 8.05(3) of the Listing Rules.

Key business development milestones and achievements

As stated in the annual report of the Company for the year ended 31 December 2024 (the "2024 Annual Report"), the Group recorded revenue of approximately RMB706.7 million for the year ended 31 December 2024, representing a significant increase of approximately RMB580.7 million, or 461%, from approximately RMB125.9 million for the year ended 31 December 2023. Such substantial revenue growth was primarily driven by strong ramp up of XERAVA® sales and the successful launch of NEFECON® in mainland China. Additionally, in markets outside of mainland China, XERAVA® sales continued to build in Hong Kong and Singapore, NEFECON® was successfully launched in Hong Kong and Singapore, and VELSIPITY® was first launched in Macau and made available in Guangdong province through "Hong Kong and Macau Medicines and Equipment Connect" policy.

24 -

LETTER FROM WRISE CAPITAL LIMITED

During the year 2024 and up to the Latest Practicable Date, the Company executed against its dual-engine strategic plan and strengthened its commercial organization while advancing multiple assets in its pipeline. The Group has three commercialized products addressing large target markets in renal, anti-infective and auto-immune diseases. With respect to its pipeline to which it has global rights, the Company has made significant progress on, inter alia, mRNA cancer vaccines, these early stage assets are expected to become increasingly important to the Company's growth. Below are the key business development milestone and achievement with reference to, inter alia, the 2024 Annual Report.

(i) NEFECON® (TARPEYO®), the Company's anchor drug candidate in the renal therapeutic area, is a patented oral, delayed release formulation of budesonide that targets the origin of immunoglobulin A nephropathy (IgAN).

NEFECON®'s commercial launch in mainland China in May marked a significant milestone for 2024, which are expected to contribute to revenue growth in 2025 and beyond. NEFECON® was also included in China's National Reimbursement Drug List (NRDL) which takes effect on 1 January 2025, helping to address a significant unmet medical need among Chinese patients. Besides, NEFECON® also received regulatory approvals in Singapore, Hong Kong, Taiwan and South Korea during 2024, further broadening opportunities for the Company's regional footprint in the Asian region.

In 2025 and going forward, the Company will be focusing on increasing sales of NEFECON®, as well as planning to commercialize NEFECON® in other regions such as Taiwan and South Korean in addition to Singapore and Hong Kong.

(ii) XERAVA® (eravacycline), is a novel, fully synthetic fluorocycline intravenous antibiotic for the treatment of infections caused by susceptible gram-positive, gram-negative and anaerobic pathogens including those multidrug resistant isolates.

XERAVA® is currently approved for the treatment of complicated intra-abdominal infections (cIAI) in Singapore, mainland China, Hong Kong, and Taiwan. XERAVA® was licensed to the Company by Tetraphase Pharmaceuticals, Inc., an affiliate of Innoviva Specialty Therapeutics, Inc.

In January 2024, Eravacycline's clinical breakpoint was officially approved by the Expert Committee of the National Health Commission on antimicrobial Susceptibility Testing and Standard Research (ChinaCAST) for clinical use in China.

(iii) VELSIPITY® (etrasimod), is an effective and convenient, once-daily, oral treatment for adult patients with moderately to severely active ulcerative colitis ("UC") that has already been approved in Macau, Singapore and Hong Kong. VELSIPITY® was licensed to the Company by Pfizer Inc.

LETTER FROM WRISE CAPITAL LIMITED

The Company made significant progress in its auto-immune vertical with VELSIPITY® being approved in Macau in April 2024 and Singapore in May 2024 respectively. The medicine was subsequently both commercially launched in the autonomous region and had the first prescription written in December in Guangdong province under the “Hong Kong and Macau Medicine and Equipment Connect” policy. This preferential policy allowed the Company to bring this advanced innovative therapy to benefit UC patients in mainland China for the first time. The Company has also made the New Drug Application (“NDA”) submission of VELSIPITY® to the National Medical Products Administration of China and expect to receive approval in mainland China in 2026.

The Company expects to submit NDA for VELSIPITY® in UC in Taiwan and South Korean in 2025, and will continue to expand VELSIPITY®'s accessibility in the Greater Bay area through the “Hong Kong and Macau Medicine and Equipment Connect” policy in 2025.

(iv) mRNA platform

The Company has advanced its internally developed mRNA programs from early-stage research into clinical development.

The Company’s personalized mRNA cancer vaccine program, EVM16, began an investigator-initiated trial (“IIT”) in August 2024, designed to assess its safety, tolerability, immunogenicity, and preliminary efficacy. EVM16 is a novel personalized therapeutic mRNA cancer vaccine independently developed by the Company. In March 2025, the first patient has been dosed at Peking University Cancer Hospital in the IIT in China.

In March 2025, the U.S. Food and Drug Administration (FDA) has cleared its Investigational New Drug (IND) application for EVM14, the off-the-shelf tumor-associated antigen (TAA) vaccine. EVM14 is the Company’s first internally developed mRNA therapeutic vaccine to receive FDA IND approval, marking a significant milestone in the Company’s efforts to develop innovative mRNA therapeutics in oncology. The Company expects to submit IND application for EVM14 in China in 2025.

In addition to the Company’s business growth and corporate development as mentioned above and in the 2024 Annual Report, we note that the Company’s share price has surged by approximately 119% since the start of 2024, reaching a market capitalisation of approximately HK$14.3 billion as at the Latest Practicable Date. This share price appreciation might be driven by, inter alia, the market’s appreciation of the Group’s differentiated products and strong execution within China’s evolving healthcare landscape.

LETTER FROM WRISE CAPITAL LIMITED

2. Reasons for and rationale and benefits for the Proposed Award Grants

The Proposed Award Grants are part of the Company’s remuneration policy. It enables the Company to attract, retain, incentivize, reward and remunerate the Grantees, and encourage them to work towards enhancing the value of the Company and the Shares for the benefit of the Company and Shareholders as a whole.

As stated in the Letter from the Board, the Directors believe that the future success and continual development of the Company are closely linked to the continual commitment and efforts of its management team. In particular, given the limited number of individuals in the biopharmaceutical industry with the breadth of expertise and experience required to successfully discover, develop, gain regulatory approval of, manufacture and commercialize drug products and formulate strategy as well as operate the Company to support the development of the drug products, the Board considers that the retention and motivation of the Grantees as an indispensable part of the senior management and research and development team of the Group is highly beneficial for the Group’s development and expansion, and can avoid any potential disruption to the existing operation of the Group resulting from the lack of continuity of leadership.

As stated in the Letter from the Board, the Board proposed to remunerate the Grantees with the Proposed Award Grants in accordance with the Company’s remuneration policy after considering the Grantees’ respective management roles in the Group and their respective background and experience in the biopharmaceutical industry which contribute to the success of the Group. In determining the remuneration of the Grantees, the Board took into consideration a variety of factors, including but not limited to (i) the importance of the roles and responsibilities of the Grantees; (ii) their past performance and contributions; and (iii) their expected contribution to the Company’s future development.

Having considered (i) the Proposed Award Grants provide a mixture of awards with time based and performance-based elements and (ii) the principal terms of the Proposed Award Grants and the information of the Grantees as discussed below, we concur with the Directors on the reasons, rationale and benefits of the Proposed Award Grants and could further align the interests of the Grantees with the interests of both the Company and the Shareholders as a whole.

LETTER FROM WRISE CAPITAL LIMITED

3. Principal terms of the Proposed Award Grants

Proposed Award Grants

On 1 April 2025, the Company resolved to grant 205,911 Performance Target Awards to Mr. Luo, 92,660 Performance Target Awards to Mr. Woo, and 4,500 Awards to Ms. Park under the Pre-IPO ESOP, subject to acceptance by the Grantees and Independent Shareholders’ approval at the AGM.

Name of Grantee	Position	Number of Awards/ Performance Target Awards proposed to be granted	Percentage of total number of Shares in issue (Note 1) (%)	Market value based on the closing price of HK$54.45 per Share on the date of grant (HK$)
Mr. Luo	Executive Director and chief executive officer	205,911	0.06	11,211,854
Mr. Woo	Executive Director and chief financial officer	92,660	0.03	5,045,337
Ms. Park	Employee of the Company and a director of subsidiaries of the Company	4,500	0.00	245,025
		303,071	0.09	16,502,216

Note:

The calculation is based on the total number of 326,881,476 Shares in issue as at the Latest Practicable Date.

LETTER FROM WRISE CAPITAL LIMITED

The details of the Proposed Award Grants are set out below:

Date of grant: 1 April 2025

Number of Awards proposed to be granted: 298,571 Performance Target Awards and 4,500 Awards

Purchase price of the Awards proposed to be granted: Nil

Market price of the Shares on the date of the grant: HK$54.45 per Share

Based on the closing price of HK$54.45 per Share as quoted on the Stock Exchange on the date of grant on 1 April 2025, the market value of the Shares underlying the Awards under the Proposed Award Grants to the Grantees amount to approximately HK$16.5 million in aggregate.

Vesting period and performance targets: 205,911 Performance Target Awards and 92,660 Performance Target Awards proposed to be granted to Mr. Luo and Mr. Woo respectively, shall vest equally over 4 years, with the first vesting date being 31 March 2026 and the remaining vesting dates being each anniversary thereafter, upon the achievement of specified company level performance targets and individual performance appraisal targets by the first vesting date. The company level performance targets relate to financial performance, clinical development milestones, capital market and operational and company organizational goals. The Board will review the achievement of the company level performance targets by the first vesting date, and if both company level performance targets and individual performance appraisal are satisfactory, the Performance Target Awards shall vest accordingly. There are no performance targets attached to the 4,500 Awards proposed to be granted to Ms. Park, and the Awards shall vest equally over 4 years, with the first vesting date being 31 March 2026 and the remaining vesting dates being each anniversary of such date thereafter.

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LETTER FROM WRISE CAPITAL LIMITED

The Remuneration Committee notes that the first vesting date is less than 12 months from the proposed date of grant, and considers such arrangement to be appropriate as it is consistent with the prior practices and approach of the Company. Since the adoption of the Company's existing share schemes, the practice of the Company has been to set the vesting schedules of the grant of share awards thereunder to be equal over 4 years, with the first vesting date being the first anniversary of a specified vesting commencement date which falls on or around the end of the first quarter of the year, and the remaining vesting dates being each anniversary of such date thereafter. The Company considers that such approach would enable the Company to align and better manage the vesting schedules of all of its share awards and thereby enhance operational efficiency. For the avoidance of doubt, Ms. Park is not considered a senior manager for the purpose of Chapter 17 of the Listing Rules.

Upon full vesting, the aforesaid Awards granted to the Grantees represented approximately 0.09% of the total number of issued Shares as at the Latest Practicable Date.

Clawback mechanism:

In respect of the Proposed Award Grants, in the event of (i) a change in control of the Company by way of a merger, a privatisation of the Company by way of a scheme or by way of an offer, or (ii) any Grantees ceasing to be an eligible person by reason of illness, death or disability, the vesting of the Awards may be accelerated at the sole discretion of the Board.

Further details of the Proposed Award Grants are set out in the Letter from the Board and this letter below. Details of the Pre-IPO ESOP are also set out in the 2024 Annual Report.

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LETTER FROM WRISE CAPITAL LIMITED

4. Information on the Grantees

Information on Mr. Luo

As stated in the Letter from the Board, Mr. Luo is an executive Director and the chief executive officer of the Company. He is also a director of certain subsidiaries of the Company.

Mr. Luo has more than 25 years of experience in the healthcare industry. Mr. Luo was previously the president and general manager of Greater China of Brii Biosciences Limited (HKEX: 2137) from 11 September 2020 to 15 September 2022 and its executive director from 30 March 2021 to 15 September 2022, and the chief executive officer of a subsidiary of Brii Biosciences Limited, TSB Therapeutics, from December 2021 to 15 September 2022. From September 2016 to September 2020, he was the global vice president and general manager of China of Gilead, during which he helped to build Gilead's presence in China. He led the clinical development, regulatory approval process and successful commercial launch of eight innovative products as well as established a unique business model encompassing science, commercialization and patient access. Prior to that, he held senior positions in multiple multinational pharmaceutical companies including Roche and Novartis.

Based on our review on the background of Mr. Luo, his experiences in clinical development, regulatory approval process and successful commercial launch of eight innovative products as well as established a unique business model encompassing science, commercialization and patient access and the major achievements of the Group as set out in the paragraph headed "Key business development milestones and achievements" in this letter and disclosed in the 2024 Annual Report, we concur with the Directors' view that Mr. Luo, as an executive Director and the chief executive officer of the Company, his experiences in biopharmaceutical industry is invaluable to the Group's business development efforts and may lead the Group into its next stage of development. Mr. Luo is crucial to ensuring long-term sustainable development of the Company.

Information on Mr. Woo

As stated in the Letter from the Board, Mr. Woo is an executive Director, president and the chief financial officer of the Company. Mr. Woo is also a director of certain subsidiaries of the Company.

LETTER FROM WRISE CAPITAL LIMITED

With reference to the Company's previous circular, Mr. Woo has made significant contribution to the growth of the Group since he joined the Company in 2018, especially in overall financial management, investor relations and external communications. His extensive background and experience in equity financial at financial advisory and asset management firm with a focus in the biotechnology and biopharmaceutical industry helped the Company raise US$310 million in Series C financing and complete the successful listing of the Company on the Stock Exchange. His experience and network built over his career advising on mergers & acquisitions transactions have helped the Company in its licensing and corporate development efforts. The establishment of internal financial control and management systems, addition of leading investors into the Company, and cooperation with strategic partners serve as a testament to Mr. Woo's contribution and leadership.

We understood from the Company that Mr. Woo as the chief financial officer and executive director of the Company has been indispensable to the growth of the Group.

Information on Ms. Park

Ms. Park is the director and general manager of Everest Medicines Korea, LLC. She is responsible for the overall management of Korea affiliate, as well as the overseas market of the Company since January 2021.

Ms. Park's industry and leadership experience is very relevant for the Company as the Company builds its organization and business in Korea. Under her leadership, Everest Medicines Korea, LLC. was incorporated in July 2021 and established to commercialize the Group's products in Korea. She played a critical role in orphan drug designation and fast track designation by the Ministry of Food and Drug Safety (MFDS) of South Korea for Trodelvy in April 2021, and the Biologics License Application (BLA) submission and acceptance by MFDS. She led pre-marketing activities for Trodelvy including advisory board meetings, market research, and pharmaco-economics analysis. Ms. Park has worked closely with the global R&D team for successful patient recruitment for clinical trials of Trodelvy and Etrasimod. She also worked extensively with global business development team to actively pursue NEFECON® Korea rights. She contributed to the Company's reputation as an innovative Chinese biotech company by giving a thorough introduction on the Company's strengths, visions as well as its pipelines at an interview with two influential Korean media press.

As stated in the Letter from the Board, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Mr. Luo, Mr. Woo, Ms. Park are interested in 1,279,897, 594,404 and 84,503 Shares held by his/her respective associates respectively and the options and awards for which no voting rights may be

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LETTER FROM WRISE CAPITAL LIMITED

exercisable. The Proposed Award Grants allow the Group to tie their total compensation to the performance of the Group, which is beneficial to the Group and the Shareholders as a whole.

Based on our review on the Grantees' respective background and the Group's major achievements as disclosed in the 2024 Annual Report and various published announcements, we concur with the Directors' view that the Grantees' respective management roles in the Group and their respective background and experience in the biopharmaceutical industry has contributed and will continue to contribute to the success of the Group. The retention of these key management team members is critical to the development and expansion of the Company.

5. Assessment of fairness and reasonableness of the Proposed Award Grants

As stated in the Letter from the Board, the Directors and the Remuneration Committee reviewed the Proposed Award Grants as part of the remuneration package to each Grantee and taking into account, among others, (i) the time commitment, responsibilities and achievements of the Grantees in the past couple of years; and (ii) based on their experience and knowledge of the industry, the importance of a biopharmaceutical company like the Group which depends significantly highly educated and skilled individuals with the requisite biopharmaceutical and industry knowledge, to retain, motivate and incentivize the Directors and senior management to run the Company successfully for the long term benefit of the Group.

To further assess the fairness and reasonableness of the Proposed Award Grants, we have conducted the assessment on the Proposed Award Grants below:

Assessment on the proposed grant of Performance Target Awards to Mr. Luo

Set out below is the breakdown of the remuneration package of Mr. Luo for the year ended 31 December 2024, including the proposed grant of Performance Target Awards to Mr. Luo:

	Salaries, contributions, and other benefits (RMB'000)	Performance related bonus (RMB'000)	Share-based payment expenses (RMB'000)	Total remuneration (RMB'000)
Considering the proposed grant of Performance Target Awards to Mr. Luo only
Remuneration for the year ended 31 December 2024	7,271	22,808	16,309	46,388
Economic value of the proposed grant of Performance Target Awards	—	—	2,586	2,586(Note 1)
Total	7,271	22,808	18,895	48,974

Source: 2024 Annual Report and announcement of the Company dated 1 April 2025

LETTER FROM WRISE CAPITAL LIMITED

Note:

For illustrative purpose, the estimated economic value of the proposed grant of Performance Target Awards to Mr. Luo is based on (i) the 205,911 Performance Target Awards granted on 1 April 2025; (ii) the closing share price of the Company (i.e. HK$54.45 per Share) on the date of grant of the proposed grant of Performance Target Awards (i.e. 1 April 2025); and (iii) annualisation by dividing the aforesaid awards by the vesting period of up to 4 years. The estimated value may be different from the values of the share-based payments to be recorded in the annual reports in the future subject to factors, including to but not limited to (i) the review by the reporting accountant; and (ii) the likelihood of achieving the specific milestones at the date of approval by the shareholders. For illustrative purpose, the translation of RMB to HK$ is based on the exchange rate of RMB1 to HK$1.0839.

As shown in the above table, the total remuneration of Mr. Luo for the year ended 31 December 2024 including the annualised value of the proposed grant of Performance Target Awards to Mr. Luo was approximately RMB49.0 million.

The Company is a biopharmaceutical company and was listed on the Main Board of the Stock Exchange in accordance with Chapter 18A of the Listing Rules in 2020. In assessing the fairness and reasonableness of the proposed grant of Performance Target Awards to Mr. Luo, we compared the remuneration package of Mr. Luo with that of the key management personnel of biotechnology companies and/or biopharmaceutical companies listed and were listed on the Stock Exchange under Chapter 18A of the Listing Rules (the "CEO Comparable Companies"). We have considered the remuneration packages of key management personnel who (i) are both executive director and chief executive officer or (ii) have assumed a similar role under another title (the "CEO") of the CEO Comparable Companies as disclosed in the latest available annual reports. We are of the view that the list of the CEO Comparable Companies below to be exhaustive, fair and representative based on the selection criteria as set out above.

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Set out below is a summary of (i) the remuneration packages of the CEO of the CEO Comparable Companies; (ii) the proportions of total remuneration over total operating expenses of the CEO Comparable Companies; and (iii) the proportions of share-based payment over total remuneration packages of the CEO for the financial year as disclosed in latest available annual reports of the CEO Comparable Companies:

	Name of CEO Comparable Companies	Stock Code	Name of CEO	Title of CEO	Remuneration packages for the financial year as disclosed in the latest available annual reports
					Salaries, contribution and other benefits (RMB 300)	Performance-based bonus or bonus (RMB 300)	Share-based payment expenses (RMB 300)	Total (RMB 300)	Total operating expenses for the most recent financial year (Note 1) (RMB 300)	Percentage of total remuneration over total operating expenses	Percentage of share-based payment over total remuneration package
1	JACOBIO-B	01167.HK	Dr. Yinxiang Wang	Founder, executive director, chairman of the board and chief executive officer	2,900	—	—	2,900	373,228	0.8%	0.0%
2	CANBRIDGE-B	01228.HK	Dr. James Qun Xue	Executive director, chairman of the board and chief executive director	5,433	—	1,675	7,108	394,818	1.8%	23.6%
3	3D MEDICINES	01244.HK	Dr. Gong Zhaolong	Executive director, chief executive officer	1,800	—	18,872	20,672	532,251	3.9%	91.3%
4	OCUMENSION-B	01477.HK	Mr. Ye Liu	Executive director and chief executive officer	4,510	1,790	29,530	35,830	530,845	6.7%	82.4%
5	IMMUNEONCO-B	01541.HK	Dr. Tian Wenzhi	Executive director, chief executive officer and chief scientific officer	3,026	660	21,969	25,655	387,579	6.6%	85.6%
6	ASCLETIS-B	01672.HK	Dr. Jinzi Jason Wu	Executive director, chairman of the board and chief executive officer	38,592	16,606	298	55,551	404,138	13.7%	0.5%
7	INNOVENT BIO	01801.HK	Dr. De-Chao Michael Yu	Executive director, chairman and chief executive officer	2,897	37,702	95,173	135,772	8,667,550	1.6%	70.1%
8	TOT BIOPHARM-B	01875.HK	Dr. Liu Jun	Executive director and chief executive officer	3,039	1,540	1,084	5,663	767,399	0.7%	19.1%
9	LAEKNA-B	02105.HK	Dr. Lu Chris Xiangyang	Executive director and chief executive officer	2,651	520	7,998	11,169	289,173	3.9%	71.6%
10	BRII-B	02137.HK	Dr. Zhi Hong	Executive director, chairman of the board and chief executive officer	11,760	3,066	6,914	21,740	403,002	5.4%	31.8%
11	HBM HOLDINGS-B	02142.HK	Dr. Jingsong Wang	Executive director and chief executive officer	7,716	—	2,261	9,977	264,469	3.8%	22.7%

LETTER FROM WRISE CAPITAL LIMITED

Remuneration packages for the financial year as disclosed in the latest available annual reports

	Name of CEO Comparable Companies	Stock Code	Name of CEO	Title of CEO	Salaries, contribution and other benefits (RMB'000)	Performance-based bonus or bonus (RMB'000)	Share-based payment expenses (RMB'000)	Total (RMB'000)	Total operating expenses for the most recent financial year (Note 1) (RMB'000)	Percentage of total remuneration over total operating expenses	Percentage of share-based payment over total remuneration package
12	LEPU BIO-B	02157.HK	Dr. Sui Ziye	Executive director and chief executive officer	1,863	607	2,237	4,707	675,591	0.7%	47.5%
13	CARDIOFLOW-B	02160.HK	Mr. Jeffrey R Lindstrom	Executive director and president	2,536	728	1,245	4,509	375,853	1.2%	27.6%
14	KEYMED BIO-B	02162.HK	Dr. Bo Chen	Director and chief executive officer	4,976	—	—	4,976	1,034,022	0.5%	0.0%
15	BASECARE-B	02170.HK	Dr. Liang Bo	Executive director, chairman of the board and general manager	2,387	660	—	3,047	411,647	0.7%	0.0%
16	CARSGEN-B	02171.HK	Dr. Zonghui Li	Chairman, executive director and chief executive officer	1,225	704.0	—	1,929	626,585	0.3%	0.0%
17	RECBIO-B	02179.HK	Mr. Yong Liu	Chairman, executive director and general manager	1,343	149.0	9,922.0	11,414	587,791	1.9%	86.9%
18	MABPHARM-B	02181.HK	Dr. Wang Hao	Executive director and chief executive officer	1,149	—	4,424	5,573	337,187	1.7%	79.4%
19	BIOHEART-B	02185.HK	Mr. Philip Li Wang	Executive director, chairperson, chief executive officer and general manager	708	58	—	766	61,040	1.3%	0.0%
20	ZYLOXTB	02190.HK	Dr. Jonathon Zhong Zhao	Executive director, chairman of the board and chief executive officer	3,000	3,008	7,661	13,669	498,980	2.7%	56.0%
21	CLOVER BIO-B	02197.HK	Mr. Joshua Liang	Executive director and chief executive officer	—	—	6,664	6,664	278,264	2.4%	100.0%
22	BRONCUS-B	02216.HK	Mr. Hong Xu	Chairman, executive director and chief executive officer	1,708	—	409	2,117	195,414	1.1%	19.3%
23	MICROTECH MED-B	02235.HK	Dr. Zheng Pan	Executive director, chairman of the board and chief executive officer	1,285	—	—	1,285	488,609	0.3%	0.0%
24	AIRDOC-B	02251.HK	Mr. Zhang Dalei	Executive director, chairman of the board and chief executive officer	479	—	21,745	22,224	288,502	7.7%	97.8%
25	MEDBOT-B	02252.HK	Dr. He Chao	Executive director, president and chief executive officer	1,635	—	8,994	10,629	571,941	1.9%	84.6%
26	ABBISKO-B	02256.HK	Dr. Xu Yao-Chang	Executive director, chairman of the board and chief executive officer	4,181	—	4,607	8,788	525,586	1.7%	52.4%
27	RAINMED-B	02297.HK	Mr. Huo Yunfei	Executive director, chairman of the board and chief executive officer	1,415	—	545	1,960	133,284	1.5%	27.8%

LETTER FROM WRISE CAPITAL LIMITED

	Name of CEO Comparable Companies	Stock Code	Name of CEO	Title of CEO	Remuneration packages for the financial year as disclosed in the latest available annual reports
					Salaries, contribution and other benefits (RMB'000)	Performance-based bonus or bonus (RMB'000)	Share-based payment expenses (RMB'000)	Total (RMB'000)	Total operating expenses for the most recent financial year (Note 1) (RMB'000)	Percentage of total remuneration over total operating expenses	Percentage of share-based payment over total remuneration package
28	BIOCYTOGEN-B	02315.HK	Dr. Shen Yuelei	Executive director, chairman of the board, chief executive officer and general manager	4,259	—	—	4,259	635,278	0.7%	0.0%
29	TYK MEDICINES-B	02410.HK	Dr. WU Yusheng	Executive director, chairman of the board and chief executive officer	1,816	541	1,717	4,074	343,778	1.2%	42.1%
30	LUZHU BIOTECH-B	02480.HK	Mr. Kong Jian	Executive director and chief executive officer	612	101	445	1,158	199,929	0.6%	38.4%
31	CUTIA-B	02487.HK	Ms. Zhang Lele	Executive director and chief executive officer	2,959	1,246	22,879	27,084	604,576	4.5%	84.5%
32	YZYBIO-B	02496.HK	Dr. Zhou Pengfei	Executive director and chief executive officer	2,252	423	—	2,675	191,578	1.4%	0.0%
33	VENUS MEDTECH-B	02500.HK	Mr. Lim Hou-Sen	Executive director and general manager	2,791	—	—	2,791	732,277	0.4%	0.0%
34	QYUNS-B	02509.HK	Mr. Qiu Jiwan	Executive director and chief executive officer	1,909	720	36,952	39,581	451,128	8.8%	93.4%
35	HIGHTIDE-B	02511.HK	Dr. Liu Liping	Executive director and chief executive officer	2,951	—	8,479	11,430	444,754	2.6%	74.2%
36	HUA MEDICINE-B	02552.HK	Dr. Li Chen	Executive director and chief executive officer	7,712	2,078	4,856	14,646	485,029	3.0%	33.2%
37	VISEN PHARMA-B	02561.HK	Mr. LU An-Bang	Executive director and chief executive officer	3,972	876	23,814	28,662	176,955	16.2%	83.1%
38	CSTONE PHARMA-B	02616.HK	Dr. Jianxin Yang	Executive director and chief executive officer	5,115	2,136	21,250	28,501	346,237	8.2%	74.6%
39	HENLIUS	02696.HK	Mr. Jun Zhu	Executive director and chief executive officer	8,049	960	—	9,009	3,323,320	0.3%	0.0%
40	SUNHO BIO-B	02898.HK	Dr. YIN Liusong	Executive director, chief executive officer and chief scientific officer	1,498	—	—	1,498	101,393	1.5%	0.0%
41	SINOMAB BIO-B	03681.HK	Dr. Shui On Leung	Executive director, chairman of the board and chief executive officer	4,620	—	—	4,620	162,469	2.8%	0.0%
42	BEIGENE	06160.HK	Mr. John V. Oyler	Executive director and chief executive officer	1,297	1,540	15,610	18,447	3,784,351	0.5%	84.6%

LETTER FROM WRISE CAPITAL LIMITED

Remuneration packages for the financial year as disclosed in the latest available annual reports

	Name of CEO Comparable Companies	Stock Code	Name of CEO	Title of CEO	Salaries, contribution and other benefits (RMB'000)	Performance-based bonus or bonus (RMB'000)	Share-based payment expenses (RMB'000)	Total (RMB'000)	Total operating expenses for the most recent financial year (Note 1) (RMB'000)	Percentage of total remuneration over total operating expenses	Percentage of share-based payment over total remuneration package
43	CANSINOBIO	06185.HK	Dr. Xueleng YU	Chairman, chief executive officer and general manager	2,332	1,294	—	3,626	979,529	0.4%	0.0%
44	HEARTCARE-B	06609.HK	Mr. Wang Guohui	Executive director, chairman of the board and chief executive officer	1,051	600	—	1,651	196,745	0.84%	0.0%
45	ZHAOKE OPHTH-B	06622.HK	Dr. Li Xiaoyi	Executive director, chairman of the board and chief executive officer	7,754	3,130	3,033	13,917	337,984	4.1%	21.8%
46	TRANSCENTA-B	06628.HK	Dr. Xueming Qian	Executive director and chief executive officer	1,131	15	894	2,040	262,568	0.8%	43.8%
47	ACOTEC-B	06669.HK	Ms. Jing Li	Executive director, chairman of the board and chief executive officer	2,840.0	884.0	—	3,724	374,484	1.0%	0.0%
48	BRAINAURORA-B	06681.HK	Dr. Wang Xiaoyi	Executive Director, chief executive officer, chief research officer	886	60	22,386	23,332	227,366	10.3%	95.9%
49	ASCENTAGE-B	06855.HK	Dr. Yang Dajun	Executive director, chairman of the board and chief executive officer	4,190	—	—	4,190	1,330,368	0.3%	0.0%
50	CRYOFOCUS-B	06922.HK	Mr. Zhu Jun	Executive director, chief executive officer and general manager	2,266	—	9,609	11,875	168,736	7.0%	80.9%
51	BOAN BIOTECH	06955.HK	Ms. JIANG Hua	Executive director, chief executive officer and chiefship of board	2,348	277	3,913	6,538	481,578	1.4%	59.9%
52	IMMUNOTECH-B	06978.HK	Dr. Wang Yu	Executive director and chief executive officer and CTO	2,329	—	Not available (Note 3)	2,329	198,780	1.2%	Not available (Note 3)
53	SKB BIO-B	06990.HK	Mr. Ge Junyou	Executive director, general manager and chief executive officer	5422	960	18,137	24,519	1,552,161	1.6%	74.0%
54	ANTENGENE-B	06996.HK	Dr. Jay Mei	Executive director, chairman of the board and chief executive officer	7,257	3,237	2,158	12,652	438,905	2.9%	17.1%
55	GENOR-B	06998.HK	Dr. Guo Feng	Executive director, chairman of the board and chief executive officer	6,426	1,175	12,363	19,964	274,485	7.3%	61.9%
56	DUALITYBIO-B	09606.HK	Dr. ZHU Zhongyuan	Chairman of the board, executive Director and our chief executive officer	2,708	1,144	81,710	85,562	995,418	8.6%	95.5%
57	ZAI LAB	09688.HK	Dr. Samantha Du	Executive Director, chairperson and chief executive officer	6,732	6,108	82,958	95,798	533,245	18.0%	86.6%

LETTER FROM WRISE CAPITAL LIMITED

	Name of CEO Comparable Companies	Stock Code	Name of CEO	Title of CEO	Remuneration packages for the financial year as disclosed in the latest available annual reports
					Salaries, contribution and other benefits (RMB'000)	Performance-based bonus or bonus (RMB'000)	Share-based payment expenses (RMB'000)	Total (RMB'000)	Total operating expenses for the most recent financial year (Note 1) (RMB'000)	Percentage of total remuneration over total operating expenses	Percentage of share-based payment over total remuneration package
58	JENSCARE-B	09877.HK	Mr. LV Shiwen	Executive director and chief executive officer	2,066	—	—	2,066	210,820	1.0%	0.0%
59	AKESO	09926.HK	Dr. XIA Yu	Executive director, chairwoman, president and chief executive officer	4,738	810	—	5,548	2,393,124	0.2%	0.0%
60	KINTOR PHARMA-B	09939.HK	Dr. Youzhi Tong	Executive director, chairman of the board, chief executive officer	4,476	150	337	4,963	166,526	3.0%	6.8%
61	ALPHAMAB-B	09966.HK	Dr. Xu Ting	Executive director, chairman of the board and chief executive officer	6,727	259	Not available (Note 3)	6,986	478,759	1.5%	Not available (Note 3)
62	INNOCARE	09969.HK	Dr. Jisong Cui	Executive director, chairman of the board, chief executive officer	4,945	3,581	10,975	19,501	1,417,848	1.4%	56.3%
63	REMEGEN	09995.HK	Dr. Fang Jianmin	Executive director, chief executive officer and chief scientific officer	5,630	1,759	—	7,389	2,820,817	0.3%	0.0%
64	PEUIA-B	09996.HK	Dr. Yi ZHANG	Executive director, chairman of the board, chief executive officer	803	1,249	—	2,052	682,860	0.3%	0.0%
							Maximum	135,772	8,667,550	18.0%	100.0%
							Minimum	766	61,040	0.2%	0.0%
							Average	15,546	759,545	3.2%	40.1%
							Median	7,047	425,276	1.5%	32.5%
										Maximum	100.0%
										Minimum	0.5%
										Average	59.2%
										Median	66.0%
	EVEREST MED	01952.HK	Mr. Luo	Proposed grant of Performance Target Awards	7,271	22,808	18,895	48,974 (Note 2)	1,286,183	3.8%	38.6%

Source: 2024 Annual Report and the latest annual reports of the respective CEO Comparable Companies

LETTER FROM WRISE CAPITAL LIMITED

Notes:

Total operating expenses of the CEO Comparable Companies include selling and distribution expenses, research and development costs and administrative expenses, excluding other expenses, finance costs, income tax expense, listing and reorganization expenses and loss on fair value changes of financial assets and liabilities which are considered non-operating in nature.
For illustrative purpose, the estimated economic value of the proposed grant of Performance Target Awards to Mr. Luo is based on (i) the 205,911 Performance Target Awards granted on 1 April 2025; (ii) the closing share price of the Company (i.e. HK$54.45 per Share) on the date of grant of the proposed grant of Performance Target Awards (i.e. 1 April 2025); and (iii) annualisation by dividing the aforesaid awards by the vesting period of up to 4 years. The estimated value may be different from the values of the share-based payments to be recorded in the annual reports in the future subject to factors, including to but not limited to (i) the review by the reporting accountant; and (ii) the likelihood of achieving the specific milestones at the date of approval by the shareholders. For illustrative purpose, the translation of RMB to HK$ is based on the exchange rate of RMB1 to HK$1.0839.
We note that 20 out of 64 CEO Comparable Companies do not have share-based payment and 2 out of 64 CEO Comparable Companies disclosed total share-based payment without breakdown by individual. For illustrative purpose, we have excluded these 22 CEO Comparable Companies, which are JACOBIO-B (1167.HK), KEYMED BIO-B (2162.HK), BASECARE-B (2170.HK), CARSGEN-B (2171.HK), BIOHEART-B (2185.HK), MICROTECH MED-B (2235.HK), BIOCYTOGEN-B (2315.HK), YZYBIO-B (2496.HK), VENUS MEDTECH-B (2500.HK), HENLIUS (2696.HK), SUNHO BIO-B (2898.HK), SINOMAB BIO-B (3681.HK), CANSINOBIO (6185.HK), HEARTCARE-B (6609.HK), ACOTEC-B (6669.HK), ASCENTAGE-B (6855.HK), JENSCARE-B (9877.HK), AKESO (9926.HK), REMEGEN (9995.HK), PEJIA-B (9996.HK), IMMUNOTECH-B (6978.HK) and ALPHAMAB-B (9966.HK), to calculate the adjusted percentage of share-based payment over total remuneration package (the "CEO Adjusted Range").

We have also excluded BIOSTAR PHARM-B (2563.HK) and NH HEALTH (6606.HK) due to unreleased audited 2024 annual results and trading suspensions, along with JUNSHI BIO (1877.HK), JW THERAP-B (2126.HK) and SIRNAOMICS-B (2257.HK) due to their CEO changes during the year.

For illustrative purpose, the translation of United States dollars into RMB in the table above are based on the exchange rate of US$1 to RMB7.1775. Source: Announcement by the Monetary Policy Department of the People's Bank of China on the CNY Central Parity Rate for 1 April 2025.

We have considered the proportions of (i) total remunerations of the CEOs over total operating expenses of the CEO Comparable Companies and (ii) share-based payment of the CEOs over total remunerations of the CEO Comparable Companies in evaluating the fairness and reasonableness of Mr. Luo's total remuneration. As shown in the table above, total remunerations of the CEOs over total operating expenses of the CEO Comparable Companies for the financial year as disclosed in the latest available annual reports ranged from approximately $0.2\%$ to approximately $18.0\%$ with an average of approximately $3.2\%$ and median of $1.5\%$. Mr. Luo's total remuneration package taking into account of the proposed grant of Performance Target Awards constituted approximately $3.8\%$ of the Group's total operating expenses for the year ended 31 December 2024, which is within the range and close to the average but above the median of those of the CEO Comparable Companies.

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LETTER FROM WRISE CAPITAL LIMITED

As shown in the table above, the percentage of the share-based payment to the CEOs over total remunerations of the CEO Comparable Companies ranged from nil to 100% with an average of approximately 40.1% and median of 32.5%, respectively. We note that 20 out of 64 CEO Comparable Companies do not have share-based payment and 2 out of 64 CEO Comparable Companies disclosed total share-based payment without breakdown by individual. After excluding the aforesaid 22 CEO Comparable Companies, the CEO Adjusted Range was approximately 0.5% to 100% with an average of 59.2% and median of 66.0%. The share-based payment to Mr. Luo for the year ended 31 December 2024 taking into account of the proposed grant of Performance Target Awards accounted for approximately 38.6% of his total remuneration, which is within the CEO Adjusted Range of the CEO Comparable Companies and below the adjusted average and adjusted median.

As set out in the Letter from the Board, the grant of Awards is part of the Company's remuneration policy. The proposed grant of Performance Target Awards to Mr. Luo aims to provide sufficient incentive to retain and motivate Mr. Luo to participate in the formulation of strategy and long-term development of the Company, leading the Company into its next stage.

Taking into account that (i) Mr. Luo's total remuneration to the Group's total operating expenses is within the range and close to the average but above the median of the CEO Comparable Companies; (ii) the percentage of share-based payment to Mr. Luo's total remuneration package is within the CEO Adjusted Range and below the adjusted average and adjusted median of the CEO Comparable Companies; (iii) Mr. Luo's total remuneration is within the range of the CEO Comparable Companies; (iv) the background and experience of Mr. Luo as discussed above; (v) the important role and contribution of Mr. Luo who led the Company's team in achieving significant business progress in the past years and (vi) the reasons and benefits of the Proposed Award Grants as mentioned above, we consider his remuneration, including the proposed grant of Performance Target Awards to Mr. Luo to be fair and reasonable.

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Assessment on the proposed grant of Performance Target Awards to Mr. Woo

Set out below is the breakdown of the remuneration package of Mr. Woo for the year ended 31 December 2024, including the proposed grant of Performance Target Awards to Mr. Woo:

	Salaries, contributions, and other benefits (RMB'000)	Performance related bonus (RMB'000)	Share-based payment expenses (RMB'000)	Total remuneration (RMB'000)
Considering the proposed grant of Performance Target Awards to Mr. Woo only
Remuneration for the year ended 31 December 2024	5,580	9,466	10,023	25,069
Economic value of the proposed grant of Performance Target Awards to Mr. Woo	—	—	1,164	1,164^{(Note 1)}
Total	5,580	9,466	11,187	26,233

Source: 2024 Annual Report and announcement of the Company dated 1 April 2025

Note:

For illustrative purpose, the estimated economic value of the proposed grant of Performance Target Awards to Mr. Woo is based on (i) the 92,660 Performance Target Awards granted on 1 April 2025, (ii) the closing share price of the Company (i.e. HK$54.45 per Share) on the date of grant of the proposed grant of Performance Target Awards (i.e. 1 April 2025); and (iii) annualisation by dividing the aforesaid awards by the vesting period of up to 4 years. The estimated value may be different from the values of the share-based payments to be recorded in the annual reports in the future subject to factors, including to but not limited to (i) the review by the reporting accountant, and (ii) the likelihood of achieving the specific milestones at the date of approval by the shareholders. For illustrative purpose, the translation of RMB to HK$ is based on the exchange rate of RMB1 to HK$1.0839.

In assessing the fairness and reasonableness of the proposed grant of Performance Target Awards to Mr. Woo, we have compared the remuneration packages of the proposed grant of Performance Target Awards to Mr. Woo with the executive directors of the biotechnology and/or pharmaceutical companies listed and were listed under Chapter 18A of the Listing Rules for the financial year as disclosed in the latest annual reports by ruling out the executive directors with roles of chief executive officers but including those with roles of C-suites (including chief financial officers), general managers, deputy general managers and other senior management, etc. from the biotechnology companies and/or biopharmaceutical companies listed and were listed on the Stock Exchange under Chapter 18A of the Listing Rules (the "ED Comparable Companies"). We are of the view that the list of the ED Comparable Companies below to be exhaustive, fair and representative based on the selection criteria as set out above.

LETTER FROM WRISE CAPITAL LIMITED

Set out below is a summary of the remuneration packages of the executive directors of the ED Comparable Companies in the financial year as disclosed in the annual reports:

	Name of ED Comparable Companies	Stock Code	Number of executive directors	Average remuneration package of each comparable grantees (Note 1) (RMB'000)	Average share-based payment expenses of each executive director (RMB'000)	Percentage of average share-based payment expenses to average remuneration package of each executive director
1	JACOBIO-B	01167.HK	2	2,389	—	0.0%
2	OCUMENSION-B	01477.HK	1	4,280	948	22.1%
3	ASCLETIS-B	01672.HK	1	3,528	298	8.4%
4	INNOVENT BIO	01801.HK	2	26,301	21,329	81.1%
5	JUNSHI BIO	01877.HK	6	3,629	—	0.0%
6	LAEKNA-B	02105.HK	2	6,332	3,807	60.1%
7	BRII-B	02137.HK	1	10,692	4,145	38.8%
8	HBM HOLDINGS-B	02142.HK	1	3,610	660	18.3%
9	CARDIOFLOW-B	02160.HK	2	2,807	1,164	41.5%
10	KEYMED BIO-B	02162.HK	2	2,346	—	0.0%
11	BASECARE-B	02170.HK	3	537	—	0.0%
12	CARSGEN-B	02171.HK	2	1,711	147	8.6%
13	RECBIO-B	02179.HK	4	3,394	2,160	63.7%
14	MABPHARM-B	02181.HK	4	2,393	1,609	67.2%
15	BIOHEART-B	02185.HK	2	1,003	—	0.0%
16	ZYLOXTB	02190.HK	2	5,583	782	14.0%
17	CLOVER BIO-B	02197.HK	1	5,886	1,493	25.4%
18	MICROTECH MED-B	02235.HK	3	1,369	200	14.6%
19	AIRDOC-B	02251.HK	3	1,772	576	32.5%
20	MEDBOT-B	02252.HK	1	874	441	50.5%
21	ABBISKO-B	02256.HK	2	6,649	3,769	56.7%
22	SIRNAOMICS-B	02257.HK	3	684	148	21.7%
23	RAINMED-B	02297.HK	3	1,792	254	14.2%
24	BIOCYTOGEN-B	02315.HK	2	1,902	1,452	76.4%
25	TYK MEDICINES-B	02410.HK	1	3,524	2,500	70.9%
26	LUZHU BIOTECH-B	02480.HK	2	7,588	6,968	91.8%
27	CUTIA-B	02487.HK	1	9,540	5,034	52.8%
28	VENUS MEDTECH-B	02500.HK	2	1,837	—	0.0%
29	QYUNS-B	02509.HK	2	5,395	3,809	70.6%
30	HIGHTIDE-B	02511.HK	1	11,827	10,604	89.7%
31	HUA MEDICINE-B	02552.HK	2	5,609	762	13.6%
32	HENLIUS	02696.HK	1	10,237	—	0.0%
33	SUNHO BIO-B	02898.HK	2	1,355	1,181	87.2%
34	SINOMAB BIO-B	03681.HK	1	9,264	5,143	55.5%
35	CANSINOBIO	06185.HK	4	2,624	—	0.0%

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	Name of ED Comparable Companies	Stock Code	Number of executive directors	Average remuneration package of each comparable grantees (Note 1) (RMB'000)	Average share-based payment expenses of each executive director (RMB'000)	Percentage of average share-based payment expenses to average remuneration package of each executive director
36	HEARTCARE-B	06609.HK	2	1,594	282	17.7%
37	ZHAOKE OPHTH-B	06622.HK	1	2,486	562	22.6%
38	TRANSCENTA-B	06628.HK	1	1,367	309	22.6%
39	ACOTEC-B	06669.HK	1	1,512	—	0.0%
40	BRAINAURORA-B	06681.HK	1	23,607	22,538	95.5%
41	CRYOFOCUS -B	06922.HK	2	808	290	35.9%
42	BOAN BIOTECH	06955.HK	1	7,224	2,957	40.9%
43	IMMUNOTECH-B	06978.HK	1	2,406	Not available (Note 3)	Not available (Note 3)
44	SKB BIO-B	06990.HK	1	2,027	—	0.0%
45	ANTENGENE-B	06996.HK	2	4,251	795	18.7%
46	GENOR-B	06998.HK	1	833	446	53.5%
47	DUALITYBIO-B	09606.HK	2	4,349	2,557	58.8%
48	JENSCARE-B	09877.HK	1	15,637	11,711	74.9%
49	AKESO	09926.HK	4	5,600	1,340	23.9%
50	ALPHAMAB-B	09966.HK	1	2,972	Not available (Note 3)	Not available (Note 3)
51	INNOCARE	09969.HK	1	4,325	911	21.1%
52	REMEGEN	09995.HK	3	8,995	304	3.4%
53	PEIJIA-B	09996.HK	2	1,145	—	0.0%
			Maximum	26,301	22,538	95.5%
			Minimum	537	—	0.0%
			Average	4,932	2,478	34.1%
			Median	3,394	762	22.6%
					Maximum	95.5%
					Minimum	3.4%
					Average	43.4%
					Median	39.9%

The ED Adjusted Range (Note 3)

LETTER FROM WRISE CAPITAL LIMITED

Name of ED Comparable Companies	Stock Code	Number of executive directors	Average remuneration package of each comparable grantees (Note 1) (RMB'000)	Average share- based payment expenses of each executive director (RMB'000)	Percentage of average share- based payment expenses to average remuneration package of each executive director
EVEREST MED			Total remuneration	Share-based payment	Percentage of share-based payment expenses to remuneration package
Proposed grant of Performance Target Awards to Mr. Woo			26,233 (Note 2)	11,187	42.6%

Source: 2024 Annual Report and the latest annual reports of the ED Comparable Companies

Notes:

The remuneration of the executive directors primarily included salaries and other allowances, performance-related bonus, retirement benefit scheme contributions and share-based payment expenses as extracted from the latest annual reports of the ED Comparable Companies.
For illustrative purpose, the estimated economic value of the proposed grant of Performance Target Awards to Mr. Woo is based on (i) the 92,660 Performance Target Awards granted on 1 April 2025, (ii) the closing share price of the Company (i.e. HK$54.45 per Share) on the date of grant of the proposed grant of Performance Target Awards (i.e. 1 April 2025); and (iii) annualisation by dividing the aforesaid awards by the vesting period of up to 4 years. The estimated value may be different from the values of the share-based payments to be recorded in the annual reports in the future subject to factors, including to but not limited to (i) the review by the reporting accountant, and (ii) the likelihood of achieving the specific milestones at the date of approval by the shareholders. For illustrative purpose, the translation of RMB to HK$ is based on the exchange rate of RMB1 to HK$1.0839.
We note that 11 out of 53 ED Comparable Companies do not have share-based payment and 2 out of 53 ED Comparable Companies disclosed total share-based payment without breakdown by individual. For illustrative purpose, we have excluded these 13 ED Comparable Companies, which are JACOBIO-B (1167.HK), JUNSHI BIO (1877.HK), KEYMED BIO-B (2162.HK), BASECARE-B (2170.HK), BIOHEART-B (2185.HK), VENUS MEDTECH-B (2500.HK), HENLIUS (2696.HK), CANSINOBIO (6185.HK), ACOTEC-B (6669.HK), SKB BIO-B (6990.HK), PEJIA-B (9996.HK), IMMUNOTECH-B (6978.HK) and ALPHAMAB-B (9966.HK).

We have also excluded (i) BIOSTAR PHARM-B (2563.HK) and NH HEALTH (6606.HK) due to unreleased audited 2024 results and trading suspensions, (ii) IMMUNEONCO-B (1541.HK), LEPU BIO-B (2157.HK) and KINTOR PHARMA-B (9939.HK) following executive director resignations that reversed share based payments (resulting in negative salary expenses), and (iii) CANBRIDGE-B (1228.HK), 3D MEDICINES (1244.HK), JW THERAP-B (2126.HK), VISEN

LETTER FROM WRISE CAPITAL LIMITED

PHARMA-B (2561.HK), CSTONE PHARMA-B (2616.HK), BEIGENE (6160.HK), ASCENTAGE-B (6855.HK), BRONCUS-B (2216.HK), YZYBIO-B (2496.HK), TOT BIOPHARM-B (1875.HK) and ZAI LAB (9688.HK) due to having only one executive director (CEO) during the year.

For illustrative purpose, the translation of United States dollars into RMB in the table above are based on the exchange rate of US$1 to RMB7.1775. Source: Announcement by the Monetary Policy Department of the People's Bank of China on the CNY Central Parity Rate for 1 April 2025

Although details with respect to each ED Comparable Companies and its executive director(s) such as responsibilities, experience and year of service of each executive director as well as product type, stage of clinical development and commercialisation and scale of each company may vary, we consider that the ED Comparable Companies can provide a general reference for common market practice in determining the remuneration packages of executive directors without chief executive officer role of biopharmaceutical companies.

As shown in the table above, the average remuneration of the executive directors of the ED Comparable Companies ranged from approximately RMB0.5 million to approximately RMB26.3 million for the financial year ended 31 December 2024 as disclosed in the latest available annual reports. The remuneration of Mr. Woo taking into account of the proposed grant of Performance Target Awards is within the range but close to the high end of the average remuneration package of the executive directors of the ED Comparable Companies.

As shown in the table above, the percentage of the average share-based payment over average remunerations of the ED Comparable Companies ranged from nil to 95.5% with an average of approximately 34.1% and median of 22.6%. We note that 11 out of 53 ED Comparable Companies do not have share-based payment and 2 out of 53 ED Comparable Companies disclosed total share-based payment without breakdown by individual. After excluding the aforesaid 13 ED Comparable Companies, the ED Adjusted Range was approximately 3.4% to 95.5% with an average of approximately 43.4% and median of 39.9%. The share-based payment to Mr. Woo for the year ended 31 December 2024 taking into account of the proposed grant of Performance Target Awards to Mr. Woo accounted for approximately 42.6% of his total remuneration, which is within the ED Adjusted Range and below the average but above the median of the ED Comparable Companies.

As set out in the Letter from the Board, the grant of Awards is part of the Company's remuneration policy. The Proposed Award Grants aim to provide sufficient incentive to retain and motivate the Grantees to participate in the formulation of strategy and long-term development of the Company and to recognise their contributions to the growth of the Company. Given the respective background and experiences in the biopharmaceutical industry of the Grantees have contributed and will continue to contribute to the success of the Group. The retention of these key management team members is critical to the development and expansion of the Company. Taking into account that (i) Mr. Woo's total remuneration is within the range of the average remuneration package of the ED Comparable Companies despite it is close to the high end

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of the range; (ii) the percentage of share-based payment in Mr. Woo’s total remuneration package is within the ED Adjusted Range and below the adjusted average and both above the adjusted median of the ED Comparable Companies; (iii) the background and experience of Mr. Woo as discussed above; (iv) his important role and contribution to the Company’s business development in the past few years and (v) the reasons and benefits of the Proposed Award Grants as mentioned above, we consider his remuneration, including the proposed grant of Performance Target Awards to Mr. Woo, to be fair and reasonable.

Assessment on the proposed grant of Awards to Ms. Park

Given the fact that (i) there is a lack of disclosure on the subsidiary directors’ total remuneration packages of the pharmaceutical companies listed under Chapter 18A of the Listing Rules; (ii) we have already compared the remuneration package of Mr. Luo with other chief executive officers in the above analysis; and (iii) the ED Comparable Companies has ruled out the role of chief executive officer but included those with roles of other C-suites, subsidiaries’ directors, general managers, deputy general managers and other similar roles, we consider that the ED Comparable Companies are fair and representative to serve as reference for evaluating the proposed grant of Awards to Ms. Park who is a director and general manager of Everest Medicines Korea, LLC. and is responsible for the overall management of Korea affiliate. We were advised by the management of the Group that number and value of Awards proposed to be granted to Ms. Park was with reference to, among other things, her roles, responsibilities, work experience, contributions and remuneration packages, as well as the market value of the Awards. In addition, based on the information provided by the Company, the percentage of the amount of share-based payment to the remuneration package of Ms. Park is approximately 28.9%, which is within the ED Adjusted Range and below both the adjusted average and the adjusted median of the Comparable Companies.

Having considered (i) the percentage of the amount of share-based payment to total remuneration package of Ms. Park is within ED Adjusted Range and below both the adjusted average and adjusted median; (ii) the respective background and experience with her significant achievements and contribution to the growth of the Group as discussed above; and (iii) the reasons and benefits of the Proposed Award Grants as mentioned above, we are of the view that the proposed grants of Awards to Ms. Park are fair and reasonable.

Overall assessment on the Proposed Award Grants

To assess the fairness and reasonableness of terms of the Proposed Award Grants (including but not limited to the relevant remuneration package and vesting periods), we have conducted a research on grants of share award and restricted shares to connected persons by the listed companies on the Main Board of the Stock Exchange which are biopharmaceutical companies and/or biopharmaceutical companies listed and were listed under Chapter 18A of the Listing Rules on a best effort basis from one year prior to 1 April 2025 (the “Comparable Grants”). The listed issuers in the Comparable Grants may vary in terms of market capitalisation, profitability, financial position, product type, stage of clinical development and commercialization and scale of operations, the

LETTER FROM WRISE CAPITAL LIMITED

Comparable Grants selected under the similar nature of operations of the Company could provide a general reference to the terms and size of the grants to connected persons. Given the Grantees under the Proposed Award Grants mainly comprise of executive Directors (chief executive officer and chief financial officer) and a director or former director (in the last 12 months) of the subsidiaries of the Company within the Group. For the purpose of comparison, we have compared the values and the vesting periods of the Comparable Grants which related to connected parties that are neither non-executive directors nor independent non-executive directors.

The above review period covered about one year prior to the announcement of the Company dated 1 April 2025 in relation to the Proposed Award Grants and we have identified 17 Comparable Grants during our review period, which met the above criteria and they are exhaustive, fair and representative. We consider this review period is adequate to capture prevailing market conditions because (i) it demonstrates the recent market practice in relation to grants of share award and restricted shares; and (ii) the review period is long enough to provide a sufficient sample size for comparison purpose.

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Based on the above selection criteria, we have identified 17 Comparable Grants as set out below.

	Date of announcement	Company name	Stock code	Grant date	Value of total connected grant shares as at grant date (Note 1) (HK$ million)	Market capitalisation as at grant date (HK$ million)	Percentage of value of total connected grant shares over market capitalisation as at grant date	Percentage of value of total connected grant shares over market capitalisation as at grant date per head (Note 2)	Details of grantees involved in the connected grants	Vesting period	Other vesting conditions (Note 3)	Clawback mechanism (Note 4)
1	2 April 2024	CLOVER BIO-B	2197.HK	2 April 2024	1.67	518.80	0.32%	0.16%	2 connected grantees: Chairman/CEO and ED/CSO	4 years	Group level performance target	Yes
2	5 April 2024	ZAI LAB	9688.HK	3 April 2024	3.36	12,361.41 (Note 5)	0.03%	0.03%	1 connected grantee: Chairman/CEO	4 years	N/A	No
3	9 April 2024	CANBRIDGE-B	1228.HK	9 April 2024	0.57	133.82	0.42%	0.42%	1 connected grantee: CEO	4 years	Certain milestones/group performance target	Yes
4	12 June 2024	BEIGENE	6160.HK	5 June 2024	93.72	118,896.58 (Note 5)	0.08%	0.08%	1 connected grantee: Chairman/CEO	For RSUs - 4 years For PSUs - 3 years	For RSUs - N/A For PSUs - performance target	Yes
5	2 July 2024	ZAI LAB	9688.HK	1 July 2024	0.97	13,437.22 (Note 5)	0.01%	0.01%	1 connected grantee: Chairman/CEO	4 years	N/A	No
6	2 September 2024	ASCENTAGE-B	6855.HK	2 September 2024	6.45	10,690.07	0.06%	0.03%	2 connected grantees: ED/CEO and substantial shareholder	Less than 12 months	Annual performance review	Yes
7	2 September 2024	JW THERAP-B	2126.HK	2 September 2024	0.51	531.42	0.10%	0.10%	1 connected grantee: CEO	4 years	N/A	Yes
8	5 September 2024	LAEKNA-B	2105.HK	5 September 2024	21.83	1,891.99	1.15%	0.38%	3 connected grantees: Chairman/CEO and 2 EDs	4 years	N/A	Yes
9	25 October 2024	BRII-B	2137.HK	25 October 2024	0.97	760.44	0.13%	0.06%	2 connected grantees: Chairman/CEO and ED/CFO/CSO	4 years	N/A	Yes
10	19 December 2024	ZYLOXTB	2190.HK	19 December 2024	16.24	3,551.35	0.46%	0.15%	3 connected grantees: Chairman/CEO and 2 EDs/SVPs	About 6 months	Performance targets and key milestones	Yes
11	17 December 2024	INNOCARE	9969.HK	17 December 2024	45.22	21,277.16 (Note 5)	0.21%	2	2 connected grantees: Chairman/CEO and ED	About 4 years	Company level and individual-level performance	Yes

LETTER FROM WRISE CAPITAL LIMITED

	Date of announcement	Company name	Stock code	Grant date	Value of total connected grant shares as at grant date (Note 1) (HK$ million)	Market capitalisation as at grant date (HK$ million)	Percentage of value of total connected grant shares over market capitalisation as at grant date	Percentage of value of total connected grant shares over market capitalisation as at grant date per head (Note 2)	Details of grantees involved in the connected grants	Vesting period	Other vesting conditions (Note 3)	Clawback mechanism (Note 4)
12	20 January 2025	CLOVER BIO-B	2197.HK	20 January 2025	1.38	287.95	0.48%	0.48%	1 connected grantee: CEO	4 years	Group level performance target	Yes
13	13 March 2025	ZAI LAB	9688.HK	10 March 2025	2.87	29,665.44 (Note 5)	0.01%	0.01%	1 connected grantee: Chairman/CEO	4 years	N/A	No
14	28 March 2025	INNOVENT BIO	1801.HK	28 March 2025	197.14	75,232.71	0.26%	0.09%	3 connected grantees: Chairman/CEO, CFO/ED and ED	4 years	Individual annual performance targets	Yes
15	2 April 2025	CLOVER BIO-B	2197.HK	02 April 2025	1.72	289.24	0.60%	0.30%	2 connected grantees: Chairman/CEO and ED/CSO	4 years	Group level performance target	Yes
16	11 April 2025	CSTONE PHARMA-B	2616.HK	11 April 2025	2.71	3,069.67	0.09%	0.09%	1 connected grantee: CEO	4 years	N/A	Yes
17	16 April 2025	CARSGEN-B	2171.HK	16 April 2025	0.63	7,066.59	0.01%	0.01%	1 connected grantee: ED	4 years	N/A	Yes
						Maximum	1.15%	0.48%
						Minimum	0.01%	0.01%
						Average	0.26%	0.15%
						Median	0.13%	0.09%
	1 April 2025	The Company	1952	1 April 2025	16.50	17,786.76	0.09%	0.03%	3 connected grantees: Executive director/CEO, Executive director/CFO, Subsidiary director	4 years	Yes	Yes

Sources: Website of the Stock Exchange

LETTER FROM WRISE CAPITAL LIMITED

Notes:

The value of the total connected grant shares as at grant date is calculated based on the closing price of the grant date of the respective Comparable Grants excluding the value of the connected shares granted to non-executive directors or independent non-executive directors.
The percentage of value of the total connected grant shares over market capitalisation as at the grant date per connected grantee is calculated by dividing the percentage of value of the total connected grant shares over market capitalisation as at the grant date by number of connected grantees (excluding the non-executive directors or independent non-executive directors).
The Comparable Grants with other vesting conditions include individual performance indicators and group level performance conditions. The individual performance indicators include the terms such as passing the performance evaluation in annual assessment and achievement of individual performance target stipulated in the award letters between the grantees and the company. The group level performance conditions including the terms such as progress of research and development programs and pipeline, product commercial performance, company's financial results and financial conditions, achievement of key milestones in business and product development.
The Comparable Grants with clawback mechanism include the terms such as awards not yet vested shall be immediately forfeited if the grantee ceases to be an employee due to resignation or by reason of death, or the grantee has been convicted of any criminal offence involving his or her integrity or honesty.
The shares of InnoCare (9969.HK), Zai Lab (9688.HK) and BeiGene (6160.HK) have been listed in both Hong Kong Stock Exchange and other stock exchanges, for illustrative purposes, only the market capitalisation of the Hong Kong listed shares is considered.

We noted from the above table that it is not uncommon for the companies listed on the Main Board of the Stock Exchange which are biotechnology and/or biopharmaceutical companies listed or were listed under Chapter 18A of the Listing Rules to grant share awards or restricted shares to their connected key personnel or employees.

As illustrated in the table above, the value of the total grant shares to connected persons over market capitalisation of the Comparable Grants ranged from approximately 0.01% to 1.15% with an average of approximately 0.26% and a median of approximately 0.13%. We note that the value of the Proposed Award Grants represent approximately 0.09% of the Company's market capitalisation as at the respective grant date (i.e. 1 April 2025), which are within range and below both the average and median of the Comparable Grants.

For illustration purpose, the percentage of value of the total connected grant shares over market capitalisation as at grant date per connected grantee ranged from approximately 0.01% to 0.48% with an average of approximately 0.15% and a median of approximately 0.09%. We note that the value of the Proposed Award Grants per Grantee represent approximately 0.03% of the Company's market capitalisation as at the respective grant date (i.e. 1 April 2025), which is within range and below both the average and the median of the Comparable Grants.

As illustrated in the table above, the vesting periods of the Comparable Grants ranged from about 6 months to about 4 years. Under the Proposed Award Grants, the relevant shares shall be transferred to the Grantees until the end of the vesting period of 4 years from the respective date of grant (i.e. 1 April 2025), the proposed Performance Target Award grants to Mr. Luo and Mr. Woo will be subject to the satisfaction of the relevant vesting conditions as

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achieved the specified company level performance targets and individual performance appraisal targets. Accordingly, the vesting periods of the Proposed Award Grants fall within the range of the Comparable Grants.

In addition, we note from the Comparable Grants that 9 out of 17 of the Comparable Grants set certain group level performance conditions or individual performance indicators that are required to be fulfilled before the award shares to be vested. We also note that 14 out of 17 of the Comparable Grants have similar clawback mechanism in nature as the Company. Therefore, we consider that majority of the Comparable Grants are having similar terms in performance targets and clawback mechanism and the inclusion of performance target and clawback mechanism in the Proposed Award Grants are in line with market practice.

Based on the factors above, we consider that the Proposed Award Grants to be in line with market practices, fair and reasonable and in the ordinary and usual course of business of the Group.

6. Financial effects of the Proposed Award Grants

The Proposed Award Grants by way of allotment and issuance of the new shares will have no impact on the cash flow of the Group.

In respect of the Proposed Award Grants, compensation expenses would be recognised over the respective vesting periods of the new Shares by graded vesting method based on the respective fair values of the grant date. Based on the closing price of the Shares of HK$54.45 per Share as at the date of the Proposed Award Grants (i.e. 1 April 2025), the total economic value relating to the Proposed Award Grants is approximately HK$16.5 million in aggregate, which is to be adjusted by forfeiture rate and expected to decrease the net profit of the Group over the vesting period or increase the net loss of the Group over the vesting period, as the case may be. The above value may be different from the values of the share-based payments to be recorded in the annual reports in the future subject to factors, including to but not limited to (i) the review by the reporting accountant; and (ii) the likelihood of achieving the specific performance targets under the proposed Performance Target Awards.

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7. Potential dilution effect of the Proposed Award Grants

Assuming all the Shares under the Proposed Award Grants vested in full, the number of such underlying Shares would amount to 303,071 Shares, or approximately 0.09% of the total issued share capital of the Company as at the Latest Practicable Date.

The table below sets out the shareholding in the Company assuming (i) the Shares under the Proposed Award Grants vested in full; (ii) no other Shares are issued or repurchased by the Company; and (iii) there are no other changes to the issued share capital of the Company (calculated based on the number of Shares in issue on the Latest Practicable Date:

Name of Shareholders	As at the Latest Practicable Date (Note 1)		Upon vesting of the Shares under the Proposed Award Grants in full
	Number of Shares	% (Note 2)	Number of Shares	% (Note 2)
Grantees — Executive Directors
Mr. Luo	1,279,897	0.39	1,485,808	0.45
Mr. Woo	594,404	0.18	687,064	0.21
Grantees — Employees
Ms. Park	84,503	0.03	89,003	0.03
Substantial shareholders
CBC Group	109,883,427	33.62	109,883,427	33.58
Other Shareholders	215,039,245	65.79	215,039,245	65.72
Total	326,881,476	100.00	327,184,547	100.00

As illustrated above, the shareholding of the other Shareholders would be diluted from approximately 65.79% to approximately 65.72% assuming all the Shares under the Proposed Award Grants are vested in full.

LETTER FROM WRISE CAPITAL LIMITED

Taking into account (i) the purpose of the Proposed Award Grants and terms and conditions of the Proposed Award Grants as discussed above; (ii) the terms of the Proposed Award Grants including vesting period and conditions are fair and reasonable as analysed above; and (iii) there will not be any actual cash outflows by the Group under the Proposed Award Grants, we consider the dilution to the Independent Shareholders upon the vesting of the Shares under the Proposed Award Grants to be acceptable.

OPINION AND RECOMMENDATION

Having considered on an overall basis the principal factors and reasons as discussed above and in particular the following (which should be read in conjunction with and interpreted in the full context of this letter):

(i) the Proposed Award Grants are conducted with the aim to recognise the Grantees for their contribution and encourage the Grantees to continue work towards enhancing the value of the Company and the Shares for the benefit of the Company and the Shareholders as a whole;

(ii) Mr. Luo possesses a full spectrum of complementary skillsets from clinical development to product registration and management which is relevant to the Group. The other Grantees, led by Mr. Luo, is capable of having a significant influence on and contribution to the development and growth of the Group, leading the Group into its next stage;

(iii) save for the relatively low equity interest held by the Grantees' associates, the Grantees have no direct equity interest in the Shares as at the Latest Practicable Date, the Proposed Award Grants allows the Group tie their total compensation to the performance of the Group, which is beneficial to the Group and the Shareholders as a whole;

(iv) the remuneration packages of the Grantees, taking into account of the Proposed Award Grants and are generally within the range of those of the CEO Comparable Companies and the ED Comparable Companies;

(v) the total value of the grant shares of the Proposed Award Grants over the market capitalisation as at the respective date of grant, the percentage of the total value of the grant shares of the Proposed Award Grants over the market capitalisation as at the respective date of grant per Grantee and the respective vesting periods in the Proposed Award Grants are generally in line with that of the Comparable Grants;

(vi) the Proposed Award Grants by way of allotment and issue of the new Shares will have no effect on the cash flow of the Group other than the compensation expenses recognised over the vesting period; and

54 -

LETTER FROM WRISE CAPITAL LIMITED

(vii) the potential dilution effect of the Proposed Award Grants to the Independent Shareholders is acceptable,

we consider that (i) the Proposed Award Grants are in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole; and (ii) the terms of the Proposed Award Grants are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the AGM in relation to the Proposed Award Grants.

Yours faithfully,

For and on behalf of

WRISE CAPITAL LIMITED

Fanny Lee

Executive Director

Ms. Fanny Lee is a licensed person registered with the Securities and Futures Commission of Hong Kong and a responsible officer of WRise Capital Limited to carry out type 6 (advising on corporate finance) regulated activity under the SFO and has over 25 years of experience in corporate finance industry.

55 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Mr. Wei Fu (傅唯), aged 43, is an executive Director, chairman of the Board, chairperson of the Nomination Committee and member of the Remuneration Committee. Mr. Fu was appointed as our Director in July 2017 and was redesignated as an executive Director in July 2020. Mr. Fu is also a director of certain subsidiaries of the Company.

Mr. Fu has served as the chief executive officer and managing director of CBC Group, a healthcare dedicated private equity firm, since April 2014. From August 2011 to December 2013, Mr. Fu served as the general manager of the investment department at a wholly-owned subsidiary of Far East Horizon Limited, a financial services organization listed on the Stock Exchange (HKEX: 3360). From March 2008 to April 2010, Mr. Fu worked as an associate director at Standard Chartered Business Consulting (Beijing) Co., Ltd., where he was mainly responsible for private equity investments in infrastructure projects. From July 2006 to March 2008, Mr. Fu worked at Macquarie Capital (Singapore) Pte. Limited, where his last position was as a business analyst. Mr. Fu has been a director of I-Mab (NASDAQ: IMAB) since June 2018.

Mr. Fu received his bachelor's degree in electrical and electronic engineering from Nanyang Technological University in Singapore in February 2005.

Mr. Fu has entered into a service agreement with the Company on 22 September 2020. The term of appointment shall be for an initial term of three years from the Listing Date (subject to retirement as and when required under the Articles of Association), which will be automatically renewed for successive periods of three (3) years until terminated in accordance with the terms of the service agreement. Mr. Fu is not entitled to receive any remuneration in his capacity as an executive Director and Mr. Fu is entitled to the reimbursement of all reasonable out-of-pocket expenses incurred in relation to the discharge of his duties in connection with the business of the Company under his service agreement.

As at the Latest Practicable Date, Mr. Fu has in his capacity as founder of a discretionary trust, deemed interests in 109,883,427 Shares held by controlled corporations, C-Bridge Investment Everest Limited (40,468,000 Shares), C-Bridge IV Investment Two Limited (37,244,704 Shares), C-Bridge IV Investment Nine Limited (8,437,778 Shares), Everest Management Holding Co., Ltd. (21,683,167 shares) and other corporations (2,049,778 Shares in total), which, in aggregate, represent approximately $33.62\%$ of the total issued share capital of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Fu does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

56 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Save as disclosed above, Mr. Fu has confirmed that he does not (i) hold any other position in the Company or its subsidiaries; (ii) hold any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) have any other major appointments and professional qualifications; (iv) have any relationship with any other Directors, senior management or substantial shareholder or controlling shareholders of the Company; or (v) have any other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Mr. Fu's standing for re-election as Director that need to be brought to the attention of the Shareholders.

(2) Mr. Yongqing Luo (羅永慶), aged 55, was appointed as an executive Director and chief executive officer of the Company on 19 September 2022. He is a director of certain subsidiaries of the Company. Mr. Luo has more than 25 years of experience in the healthcare industry. Mr. Luo was previously the president and general manager of Greater China of Brii Biosciences Limited (HKEX: 2137) from 11 September 2020 to 15 September 2022 and its executive director from 30 March 2021 to 15 September 2022, and the chief executive officer of a subsidiary of Brii Biosciences Limited, TSB Therapeutics, from December 2021 to 15 September 2022. From September 2016 to September 2020, he was the global vice president and general manager of China of Gilead Sciences, Inc., during which he helped to build Gilead Sciences, Inc.'s presence in China. He led the clinical development, regulatory approval process and successful commercial launch of eight innovative products as well as established a unique business model encompassing science, commercialization and patient access. Prior to that, he held senior positions in multiple multinational pharmaceutical companies including Roche and Novartis.

Mr. Luo received his medical education from Xiangya School of Medicine, Central-South University, in China and graduated in July 1992, and then served for three years as a surgeon at St. Luke's Hospital, Shanghai, from July 1992 to July 1995. He obtained an executive master of business administration from China Europe International Business School in China in September 2006.

Mr. Luo has entered into a service contract as an executive Director with the Company for a term of three years commencing from 19 September 2022 or until the third annual general meeting of the Company after his appointment date, whichever is sooner (subject to retirement as and when required under the Articles of Association), which will be automatically renewed for successive periods of three (3) years until terminated in accordance with the terms of the service agreement. Either party may terminate the agreement by giving not less than three months' written notice. Mr. Luo is not entitled to receive any remuneration in his capacity as an executive Director and Mr. Luo is entitled to the reimbursement of all reasonable out-of-pocket expenses incurred in relation to the discharge of his duties in connection with the business of the Company under his service agreement.

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Mr. Luo has (i) personal interest in 1,279,897 Shares; (ii) share options with respect to 9,121,829 Shares pursuant to the Post-IPO Share Option Scheme and (iii) performance share awards with respect to 778,272 shares pursuant to the Post-IPO Share Award Scheme and performance share awards with respect to 205,911 shares pursuant to the Pre-IPO ESOP, which, in aggregate represent approximately 3.48% of the total issued share capital of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Luo does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Luo has confirmed that he does not (i) hold any other position in the Company or its subsidiaries; (ii) hold any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) have any other major appointments and professional qualifications; (iv) have any relationship with any other Directors, senior management or substantial shareholder or controlling shareholders of the Company; or (v) have any other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Mr. Luo's standing for re-election as Director that need to be brought to the attention of the Shareholders.

(3) Mr. Ian Ying Woo (何穎), aged 52, is an executive Director and our president and chief financial officer. Mr. Woo was appointed as our Director in December 2018 and was re-designated as an executive Director in July 2020. Mr. Woo is also a director of certain subsidiaries of the Company.

Mr. Woo is an operating partner of CBC Group and served as a managing director of CBC Group from June 2018 to June 2019. Prior to joining our Company in June 2018, Mr. Woo served as a managing director in the healthcare advisory team at Lazard Frères & Co. LLC ("LFNY"), a subsidiary of the financial advisory and asset management firm Lazard Ltd (NYSE: LAZ). Mr. Woo joined LFNY in March 2005 and was based in New York until June 2018, other than from January 2012 to June 2016 during which period he worked at Lazard Asia (Hong Kong) Limited, LFNY's Hong Kong office and an SFC licensed corporation. Mr. Woo was an independent director of Prenetics Global Ltd. (NASDAQ: PRE) from May 2022 to May 2024.

58 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Woo has entered into a service agreement with the Company on 22 September 2020. The term of appointment shall be for an initial term of three years from the Listing Date (subject to retirement as and when required under the Articles of Association), which will be automatically renewed for successive periods of three (3) years until terminated in accordance with the terms of the service agreement. Mr. Woo is not entitled to receive any remuneration in his capacity as an executive Director and Mr. Woo is entitled to the reimbursement of all reasonable out-of-pocket expenses incurred in relation to the discharge of his duties in connection with the business of the Company under his service agreement.

As at the Latest Practicable Date, Mr. Woo has (i) personal interest in 594,404 Shares, (ii) share options with respect to 110,000 Shares pursuant to the Pre-IPO Share Schemes and 2,501,272 Shares pursuant to the Post-IPO Share Option Scheme; and (iii) performance share awards with respect to 255,802 shares pursuant to the Post-IPO Share Award Scheme and performance share awards with respect to 176,866 shares pursuant to the Pre-IPO ESOP which, in aggregate represent approximately $1.11\%$ of the total issued share capital of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Woo does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Woo has confirmed that he does not (i) hold any other position in the Company or its subsidiaries; (ii) hold any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) have any other major appointments and professional qualifications; (iv) have any relationship with any other Directors, senior management or substantial shareholder or controlling shareholders of the Company; or (v) have any other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Mr. Woo's standing for re-election as Director that need to be brought to the attention of the Shareholders.

59 -

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE 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 Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 326,881,476 Shares (with no treasury Shares).

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, i.e. being 326,881,476 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 32,688,147 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders.

Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.

IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase 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.

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

Month	Highest HK$	Lowest HK$
2024
May	27.10	21.65
June	22.90	19.52
July	20.90	18.18
August	22.70	18.18
September	27.45	20.75
October	37.15	22.85
November	40.50	30.10
December	52.15	34.80
2025
January	52.85	37.20
February	49.45	36.30
March	69.00	47.20
April	59.45	41.35
May (up to the Latest Practicable Date)	51.15	41.40

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Cayman Islands, and the Articles of Association.

The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

The Company has confirmed that neither the explanatory statement nor the Repurchase Mandate has any unusual features.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As of the Latest Practicable Date, to the best knowledge of the Company, CBC Group was deemed to control approximately 33.62% of the total number of issued Shares. Assuming there will be no change in the number of issued Shares and the shareholding of CBC Group, and if the Repurchase Mandate is exercised in full, the shareholding of CBC Group would be increased to approximately 37.35%. The Directors believe that such increase in shareholding may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

APPENDIX III

GENERAL INFORMATION

1. 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 in this circular or this circular misleading.

2. DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND SHORT POSITIONS IN EQUITY SECURITIES

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executives of the Company in the Shares, underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:

Name of Director	Capacity/Nature of interest	Number of ordinary Shares	Approximate percentage of shareholding^{(1)}	Long position/ short position
Mr. Wei Fu	Founder of a discretionary trust who can influence how the trustee exercises his discretion	109,883,427	33.62%	Long position
Mr. Yongqing Luo	Beneficial owner	11,385,909	3.48%	Long position
Mr. Ian Ying Woo	Beneficial owner	3,638,344	1.11%	Long position
Mr. Shidong Jiang	Beneficial owner	40,000	0.01%	Long position
Mr. Yifan Li	Beneficial owner	40,000	0.01%	Long position

Notes:
(1) The calculation is based on the total number of 326,881,476 Shares in issue as at the Latest Practicable Date.

APPENDIX III

GENERAL INFORMATION

(2) The sole shareholder of C-Bridge Investment Everest Limited is C-Bridge Healthcare Fund II, L.P. while its general partner is C-Bridge Healthcare Fund GP II, L.P.. The general partner of C-Bridge Healthcare Fund GP II, L.P. is C-Bridge Capital GP, Ltd., while TF Capital, Ltd. and TF Capital II, Ltd. ("TF Capital II") jointly have controlling interest in it. Nova Aqua Limited has a controlling interest in TF Capital II. C-Bridge IV Investment Two Limited and C-Bridge IV Investment Nine Limited is wholly owned by C-Bridge Healthcare Fund IV, L.P. ("CBH IV"). The General Partner of CBH IV is C-Bridge Healthcare Fund GP IV, L.P. which is under the management by its general partner C-Bridge Capital GP IV, Ltd. ("CBC IV"). The controlling shareholder of CBC IV is TF Capital IV Ltd., which is wholly owned by Nova Aqua Limited. Everest Management Holding Co., Ltd. is owned as to 86.7% by C-Bridge Joint Value Creation Limited. C-Bridge Joint Value Creation Limited is wholly-owned by Nova Aqua Limited. The sole shareholder of C-Bridge IV Investment Sixteen Limited was Nova Aqua Limited. The entire interest in Nova Aqua Limited is held by Vistra Trust (Singapore) Pte. Limited as trustee for a trust established by Mr. Wei Fu (as settlor) for the benefit of Mr. Wei Fu and his family.

(3) Mr. Yongqing Luo is entitled to receive up to (i) 4,700,000 Shares pursuant to the exercise of options with exercise price at HK$10.084, (ii) 1,559,349 Shares pursuant to the exercise of options with exercise price at HK$15.632, (iii) 1,901,560 Shares pursuant to the exercise of options with exercise price at HK$22.54 and (iv) 960,920 Shares pursuant to the exercise of options with exercise price at HK$55.61 under the Post-IPO Share Option Scheme, subject to the conditions of those options. Mr. Yongqing Luo is also entitled to receive up to 778,272 Shares pursuant to the performance target awards granted to him under the Post-IPO Share Award Scheme and 205,911 Shares pursuant to the performance target awards proposed to be granted to him under the Pre-IPO ESOP which remains subject to independent Shareholders' approval.

(4) Mr. Ian Ying Woo is entitled to receive up to (a) 110,000 Shares pursuant to the exercise of options with exercise price at USD2.26 under the Pre-IPO Share Schemes, and (b)(i) 338,403 Shares pursuant to the exercise of options with exercise price at HK$72.49, (ii) 779,675 Shares pursuant to the exercise of options with exercise price at HK$15.632, (iii) 950,780 Shares pursuant to the exercise of options with exercise price at HK$22.54, and (iv) 432,414 Shares pursuant to the exercise of options with exercise price at HK$55.61 under the Post-IPO Share Option Scheme. Mr. Woo is also entitled to receive up to (i) 255,802 Shares and (ii) 84,206 Shares under Post-IPO Share Award Scheme and Pre-IPO ESOP, respectively, subject to the conditions of those performance target awards. In addition, Mr. Woo is also entitled to receive up to 92,660 Shares pursuant to the performance target awards proposed to be granted to him under the Pre-IPO ESOP which remains subject to independent Shareholders' approval.

(5) Mr. Shidong Jiang is entitled to receive up to 40,000 Shares pursuant to the exercise of options under the Post-IPO Share Option Scheme, subject to the conditions of those options. The exercise price of these options are HK$72.49 (up to 20,000 Shares) and HK$23.17 (up to 20,000 Shares).

(6) Mr. Yifan Li is entitled to receive up to 40,000 Shares pursuant to the exercise of options under the Post-IPO Share Option Scheme, subject to the conditions of those options. The exercise price of these options are HK$72.49 (up to 20,000 Shares) and HK$23.17 (up to 20,000 Shares).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 2, 3, 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required to be recorded in the register to be kept by the Company pursuant to section 352 of the SFO, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

APPENDIX III

GENERAL INFORMATION

3. DIRECTORS' INTERESTS IN ASSETS AND CONTRACTS OF THE GROUP

None of the Directors has, or has had, any direct or indirect interest in any assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2024, the date to which the latest published audited financial statements of the Group were made up, and none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group taken as a whole.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter, into a service contract with any member of the Group, excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associate(s) was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

6. EXPERT AND CONSENT

The following is the qualification of the professional adviser who has given opinion or advice contained in this circular:

Name	Qualification
WRise Capital Limited	A licensed corporation to carry out Type 6 (advising on corporate finance) regulated activities under the SFO

WRise Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, WRise Capital Limited did not have: (a) any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and (b) any direct or indirect interest in any assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2024, the date to which the latest published audited financial statements of the Group were made up.

APPENDIX III
GENERAL INFORMATION

7. MATERIAL ADVERSE CHANGE

The Directors confirm that there was no material adverse change in the financial or trading position of the Group since 31 December 2024, the date to which the latest published audited consolidated financial statements of the Group were made up.

8. DOCUMENTS ON DISPLAY

A copy of the Pre-IPO ESOP will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.everestmedicines.com/) for 14 days from the date of this circular.

9. LANGUAGE

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

66 -

NOTICE OF ANNUAL GENERAL MEETING

(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.
67 -

NOTICE OF ANNUAL 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 exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

(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,

NOTICE OF ANNUAL GENERAL MEETING

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).

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NOTICE OF ANNUAL GENERAL MEETING

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.”

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NOTICE OF ANNUAL GENERAL MEETING

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

NOTICE OF ANNUAL GENERAL MEETING

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.
As at the date of this notice, 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.
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NOTICE OF ANNUAL GENERAL MEETING

If Shareholders have any questions relating to the AGM, please contact the share registrar of the Company as follows:

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AI assistant

Everest Medicines Limited — Proxy Solicitation & Information Statement 2025

50294_rns_2025-06-03_412fe4c8-1e7e-42cc-ad98-cee87761991c.pdf

SUMMARY OF GUIDANCE FOR THE AGM

ATTENDANCE

Online Platform

Login details for registered Shareholders

Login details for non-registered Shareholders

Login details for duly appointed proxies or corporate representatives

Login details for new registered Shareholders

POINTS TO NOTE

PROXY APPOINTMENT AND VOTING

Voting by Proxy

Proxy Forms and Voting Record Date

QUESTIONS AT OR PRIOR TO THE AGM

2. PROPOSED RE-ELECTION OF DIRECTORS

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

5. PROPOSED RE-APPOINTMENT OF RETIRING AUDITOR

6. PROPOSED GRANT OF AWARDS AND PERFORMANCE TARGET AWARDS TO CONNECTED PERSONS

Reasons for and Benefits of the Proposed Award Grants

Rationale of the Proposed Award Grants

Background and contribution of Mr. Luo

Background and contribution of Mr. Woo

Background and contribution of Ms. Park

Dilution effect

Director's Views

Independent Board Committee and Independent Financial Adviser

Shares Available for Grant under the Pre-IPO ESOP

Listing Rules Implications

Information about the Company

7. AGM AND PROXY ARRANGEMENT

8. RECOMMENDATION

NON-EXEMPTED CONNECTED TRANSACTIONS — PROPOSED GRANT OF AWARDS AND PERFORMANCE TARGET AWARDS TO CONNECTED PERSONS

INTRODUCTION

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the Group

Key business development milestones and achievements

2. Reasons for and rationale and benefits for the Proposed Award Grants

3. Principal terms of the Proposed Award Grants

Proposed Award Grants

Note:

4. Information on the Grantees

Information on Mr. Luo

Information on Mr. Woo

Information on Ms. Park

5. Assessment of fairness and reasonableness of the Proposed Award Grants

Notes:

Assessment on the proposed grant of Awards to Ms. Park

Overall assessment on the Proposed Award Grants

6. Financial effects of the Proposed Award Grants

7. Potential dilution effect of the Proposed Award Grants

OPINION AND RECOMMENDATION

5. MARKET PRICES OF SHARES

6. GENERAL

7. TAKEOVERS CODE

8. SHARE REPURCHASE MADE BY THE COMPANY

1. RESPONSIBILITY STATEMENT

2. DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND SHORT POSITIONS IN EQUITY SECURITIES

3. DIRECTORS' INTERESTS IN ASSETS AND CONTRACTS OF THE GROUP

4. SERVICE CONTRACTS

5. COMPETING INTERESTS

6. EXPERT AND CONSENT

7. MATERIAL ADVERSE CHANGE

8. DOCUMENTS ON DISPLAY

9. LANGUAGE

NOTICE OF ANNUAL GENERAL MEETING

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Everest Medicines Limited Proxy Solicitation & Information Statement 2025