Giant Biogene Holding Co., Ltd — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

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

巨子生物

GIANT BIOGENE

GIANT BIOGENE HOLDING CO., LTD

巨子生物控股有限公司

(An exempted company incorporated in the Cayman Islands with limited liability)

(Stock code: 2367)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Giant Biogene Holding Co., Ltd (the "Company") will be held at No. 1855, Shanglin Yuan 7th Road, Chang'an District, Xi'an, Shaanxi Province, the PRC on Friday, 13 June 2025 at 1:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive the audited consolidated financial statements, directors' report and auditor's report of the Company for the year ended 31 December 2024.
2. (a) To re-elect Mr. Huang Jin as an independent non-executive director;
   (b) To re-elect Mr. Shan Wenhua as an independent non-executive director;
   (c) To re-elect Ms. Wong Sze Wing as an independent non-executive director; and
   (d) 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 consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to the compliance with the 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 of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase the shares of the Company in accordance with all applicable laws, rules and regulations;

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(b) the total number of shares approved to be repurchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidations or subdivisions of the shares of the Company after the passing of this resolution); and

(c) for the purposes of this resolution:

“Relevant Period” means the period from the time of 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 Articles of the Company or other 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 at general meeting.”

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

“THAT:

(a) subject to the compliance with the 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 of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers under all applicable laws, rules and regulations during or after the Relevant Period (as defined below);

(b) the total 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 issue of shares upon the exercise of options granted under a share option scheme of the Company; and

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(iii) any scrip dividend scheme or similar arrangement providing for the allotment in lieu of the whole or part of a dividend on the shares of the Company in accordance with the Articles of the Company;

shall not exceed 20% of the total issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidations or subdivisions of the shares of the Company after the passing of this resolution); and

(c) for the purposes of this resolution:

“Relevant Period” means the period from the time of 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 Articles of the Company or other 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 at general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors to the 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).”

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

“THAT conditional upon the passing of resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in resolution set out in item 5 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of an amount representing the total number of shares may be 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 issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidations or subdivisions of the shares of the Company after the passing of this resolution).”

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1. (a) To declare and distribute a final dividend of RMB0.6021 per ordinary share for the year ended 31 December 2024 to the shareholders of the Company;
   (b) To declare and distribute a special dividend of RMB0.5921 per ordinary share for the year ended 31 December 2024 to the shareholders of the Company.

By order of the Board
Giant Biogene Holding Co., Ltd
Yan Jianya
Chairman of the Board

Xi'an, the PRC, 29 April 2025

As of the date of this announcement, the Board comprises Mr. Yan Jianya, Ms. Ye Juan, Ms. Fang Juan, Ms. Zhang Huijuan and Ms. Yan Yubo as executive directors, and Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing as independent non-executive directors.

Notes:

1. 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 requirements under the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend the meeting and vote on a poll on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
3. 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 notarially certified copy of that power of attorney or authority, 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 holding the meeting (as the case may be) (for annual general meeting, i.e. not later than 1:30 p.m. on Wednesday, 11 June 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy previously submitted shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 10 June 2025 to Friday, 13 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at annual general meeting, unregistered shareholders 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, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 9 June 2025.

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1. The record date for determining the entitlement to the proposed final dividends and the special dividends will be 24 June 2025. To determine the entitlement of shareholders to the proposed final dividends and the special dividends, the register of the Company will be closed from 19 June 2025 to 24 June 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be qualified for the proposed final dividends and the special dividends, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on 18 June 2025.

2. A circular containing further details concerning items 2 to 7 set out in the above notice will be published on the website of The Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company's website (http://www.xajuzi.com), together with the 2024 Annual Report of the Company today. It will also be dispatched to the Company's shareholders in accordance with the method of receiving corporate communications selected by them.

3. References to time and dates in this notice are to Hong Kong time and dates.

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