Giant Biogene Holding Co., Ltd — Proxy Solicitation & Information Statement 2023

Jul 31, 2023

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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON AUGUST 17, 2023

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 extraordinary 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, August 17, 2023 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 approve and adopt the 2023 Share Option Scheme (the “2023 Share
	Option Scheme”), the rules of which are contained in the document marked
	“A” produced to this Meeting and signed by the chairman of this Meeting
	for identification purpose, with the Scheme Mandate Limit (as defined					in
	the circular dated July 31, 2023	issued	by the Company (the “Circular”))			of
	10 per cent. of the total number	of shares as at the date of the passing of this
	resolution, and to authorize the directors			of the Company to take all such
	steps and attend all such matters, approve and execute (whether under
	hand or under seal) such documents and			do such other things, for and on
	behalf of the Company, as the directors of the Company may consider
	necessary, desirable or expedient to effect and implement the 2023 Share
	Option Scheme.
2.	Conditional upon the passing	of resolution numbered 1, to approve and
	adopt the Service Provider Sublimit (as defined in the Circular) of 2 per
	cent. of the total number of shares as at the date				of the passing of this
	resolution.
3.	To approve and adopt the 2023 Share Award Scheme (the “2023 Share
	Award Scheme”), the rules of which are contained in the document marked
	“B” produced to this Meeting and signed by the chairman of this Meeting
	for identification purpose, with the Scheme Mandate Limit (as defined					in
	the Circular) of 10 per cent. of the total		number of shares as at the date of the
	passing of this resolution, and to authorize the directors of the Company					to
	take all such steps and attend all such matters,				approve and execute
	(whether under hand or under seal)		such documents and do such other
	things, for and on behalf of the Company, as the directors of the Company
	may consider necessary, desirable or expedient to effect and implement the
	2023 Share Award Scheme.
4.	Conditional upon the passing	of resolution numbered 3, to approve and
	adopt the Service Provider Sublimit (as defined in the Circular) of 2 per
	cent. of the total number of shares as at the date				of the passing of this
	resolution.

[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, this 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, August 15, 2023 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).