Giant Biogene Holding Co., Ltd — AGM Information 2024

Apr 29, 2024

GIANT BIOGENE HOLDING CO., LTD 巨子生物控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2367)

FORM OF PROXY FOR USE AT 2023 ANNUAL GENERAL MEETING TO BE HELD ON 13 JUNE 2024

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

I/We [(Note][2)]

of being the registered holder(s) of the issued share capital of GIANT BIOGENE HOLDING CO., LTD (the “ Company ”), hereby appoint the chairman of the meeting [(Note] 3) OR of as my/our proxy to attend and vote for me/us and on my/our behalf at the 2023 annual general meeting (the “ Meeting ”) of the Company to be held at No. 1855, Shanglin Yuan 7th Road, Chang’an District, Xi’an, Shaanxi Province, PRC on Thursday, 13 June 2024 at 1:30 p.m. (or at any adjournment thereof), for the purpose of considering and, if thought fit, passing the following resolutions and to vote for me/us in my/our name(s) at the Meeting (or at any adjournment thereof) in respect of the aforesaid resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)
1.	To receive the audited consolidated financial statements, directors’ report
	and auditor’s report of the Company		for	the year ended 31 December 2023.
2.	(a) To re-elect Mr. Yan Jianya	as an	executive director;
	(b) To re-elect Ms. Ye Juan as an executive director;
	(c) To re-elect Ms. Zhang Huijuan as an executive				director;
	(d) To re-elect Ms. Yan Yubo as an executive director; and
	(e) To authorize the board of directors to fix the respective directors’
	remuneration.
3.	To re-appoint Ernst & Young as	the auditor of the Group and to authorize
	the board of directors to fix its remuneration.
4.	To grant a general mandate to the directors of the Company to repurchase
	shares not exceeding 10% of	the total issued shares of the Company
	(excluding treasury shares) as at the date of passing of this resolution.
5.	To grant a general mandate to the directors of the Company to allot, issue
	and deal with additional shares not exceeding 20% of				the total issued shares
	of the Company (excluding treasury shares) as at the				date of passing of this
	resolution.
6.	To extend, conditional upon the passing of resolutions no. 4 and 5 above, the
	general mandate granted to the directors of the Company pursuant to
	resolution no. 5 to issue shares by adding the number of shares repurchased
	under ordinary resolution no.	4 to	the number of		issued shares of the
	Company.
7.	(a) To declare and distribute final dividends of RMB0.44 per share for the
	year ended 31 December 2023 to the shareholders of the Company;
	(b) To declare and distribute special dividends of RMB0.45 per share for
	the year ended 31 December 2023 to the shareholders of the Company.

SPECIAL RESOLUTION

1. To adopt the amended and restated memorandum and articles of association.

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[5][&][6)] Signature(s) [(Note] :

Date:

Notes:

1. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the chairman of the Meeting is preferred, please strike out the words “ the chairman of the meeting ” and insert the name and address of the proxy desired in the space provided. Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. The proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE TICK (“ ✓ ”) THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK (“ ✓ ”) THE BOXES MARKED “AGAINST”. IF NO DIRECTION IS GIVEN, YOUR PROXY WILL VOTE AT HIS/HER DISCRETION. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer duly authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

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

7. In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof must be deposited at the Company’s Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (i.e. not later than Tuesday, 11 June 2024 at 1:30 p.m.).

8. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish.

9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

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