Hangzhou Tigermed Consulting Co., Ltd. — Proxy Solicitation & Information Statement 2021

Sep 8, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult the registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hangzhou Tigermed Consulting Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, registered dealer in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

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HANGZHOU TIGERMED CONSULTING CO., LTD. 杭州泰格醫藥科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3347)

(1) PROPOSED PARTIAL REPURCHASE AND CANCELLATION OF THE 2019 RESTRICTED A SHARES;

(2) PROPOSED CHANGE OF THE REGISTERED CAPITAL OF THE COMPANY;

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

AND

(4) NOTICE OF THE EGM AND NOTICE OF THE H SHARE CLASS MEETING

All capitalized terms used in this circular have the meanings set out in the section headed “Definitions” of this circular. A letter from the Board is set out on pages 1 to 8 of this circular.

The Company will convene the EGM and H Share Class Meeting at 10:00 a.m. on Monday, September 27, 2021 at the Meeting Room, 18/F, Shengda Science Park Tower A, No. 19 Jugong Road, Binjiang District, Hangzhou, the PRC. The Notice of the EGM is set out on pages E-1 to E-2 of this circular and the Notice of the H Share Class Meeting is set out on pages H-1 to H-2 of this circular.

The forms of proxy for use at the EGM and the H Share Class Meeting respectively were published on the website of the Stock Exchange at http://www.hkexnews.hk on September 9, 2021. If you intend to appoint a proxy to attend the EGM and/or H Share Class Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM and/or H Share Class Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the EGM and/or H Share Class Meeting and voting in person if you so wish.

September 9, 2021

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	E-1
Notice of the H Share Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	H-1

– i –

DEFINITIONS

Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:

• “A Shares”

• ordinary shares issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for or credited in Renminbi and are listed for trading on Shenzhen Stock Exchange;

• “A Share Class Meeting”

the A Share class meeting of the Company to be held on Monday, September 27, 2021 at the Meeting Room, 18/F, Shengda Science Park Tower A, No. 19 Jugong Road, Binjiang District, Hangzhou, the PRC after the conclusion of the EGM or any adjournment thereof;

• “Articles of Association”

• the articles of association of the Company, as amended from time to time;

• “Board” the board of Directors of the Company;

• “Company”

• Hangzhou Tigermed Consulting Co., Ltd. (杭州泰格醫藥 科技股份有限公司), the A Shares of which are listed on the Shenzhen Stock Exchange (stock code: 300347) and the H Shares of which are listed on the Stock Exchange (stock code: 3347);

• “Connected Person(s)”

• has the meaning ascribed to it under the Listing Rules;

• “Director(s)”

• the directors of the Company;

• “EGM”

• the 2021 fourth extraordinary general meeting or any adjournment thereof of the Company to be held at 10:00 a.m. on Monday, September 27, 2021 at the Meeting Room, 18/F, Shengda Science Park Tower A, No. 19 Jugong Road, Binjiang District, Hangzhou, the PRC;

• “Group” the Company and its subsidiaries;

• “H Shares”

overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars and are listed on the Stock Exchange;

– ii –

DEFINITIONS

• “H Share Class Meeting”

the H Share class meeting of the Company to be held on Monday, September 27, 2021 at the Meeting Room, 18/F, Shengda Science Park Tower A, No. 19 Jugong Road, Binjiang District, Hangzhou, the PRC, after the conclusion of EGM and the A Share Class Meeting, or any adjournment thereof;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

• “Incentive Scheme (Draft)” 2019 Restricted Share Incentive Scheme (Draft) of the Company;

• “Independent non-executive the independent non-executive Directors; Directors”

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “PRC”

• the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

• “PRC Company Law” Company Law of the People’s Republic of China;

• “RMB” Renminbi, the lawful currency of the PRC;

• “Share(s)” ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising A Shares and H Shares;

• “Shareholder(s)” the shareholder(s) of the Company, including the holders of A Share(s) and H Share(s);

• “Shenzhen Stock Exchange” Shenzhen Stock Exchange (SZSE);

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Supervisory Committee” the supervisory committee of the Company;

“%” percentage.

– iii –

LETTER FROM THE BOARD

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HANGZHOU TIGERMED CONSULTING CO., LTD. 杭州泰格醫藥科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3347)

Executive Directors: Registered Office: Dr. Ye Xiaoping (Chairman) Room 2001-2010 Ms. Cao Xiaochun 20/F, Block 8 Ms. Yin Zhuan No. 19 Jugong Road Xixing Sub-District Independent Non-executive Directors: Binjiang District Mr. Zheng Bijun Hangzhou, the PRC Dr. Yang Bo Postal Code: 310051 Mr. Liu Kai Yu Kenneth

Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong September 9, 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED PARTIAL REPURCHASE AND CANCELLATION OF THE 2019 RESTRICTED A SHARES;

(2) PROPOSED CHANGE OF THE REGISTERED CAPITAL OF THE COMPANY;

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(4) NOTICE OF THE EGM AND NOTICE OF THE H SHARE CLASS MEETING

INTRODUCTION

The purpose of this circular, of which this letter forms a part, is to give you the information about certain proposals to be considered at the EGM and the H Share Class Meeting and set out in the notice of the EGM and notice of the H Share Class Meeting, and to provide you with all reasonable and necessary information to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed on the EGM and the H Share Class Meeting.

– 1 –

LETTER FROM THE BOARD

At the EGM, the following resolutions will be proposed to consider and approve:

Special Resolutions

• (1) proposed partial repurchase and cancellation of the 2019 restricted A Shares;

• (2) proposed change of the registered capital of the Company; and

• (3) proposed amendments to the Articles of Association.

At the H Share Class Meeting, the following resolutions will be proposed to consider and approve:

Special Resolutions

• (1) proposed partial repurchase and cancellation of the 2019 restricted A Shares; and

• (2) proposed change of the registered capital of the Company.

(1) Proposed Partial Repurchase and Cancellation of the 2019 Restricted A Shares

Reference is made to the announcement dated August 25, 2021 of the Company in relation to, among others, the proposed partial repurchase and cancellation of the 2019 restricted A Shares (the “ Proposed Partial Repurchase and Cancellation of the 2019 Restricted A Shares” ). The Resolution on the Proposed Partial Repurchase and Cancellation of the 2019 Restricted A Shares was approved at the eighteenth meeting of the fourth session of the Board and the tenth meeting of the fourth session of the Supervisory Committee convened on August 25, 2021, pursuant to which, the Company will repurchase and cancel a total of 28,590 restricted Shares granted but not yet unlocked to five incentive participants who have resigned and not met the incentive conditions. None of the above five incentive participants is a Connected Person. The relevant matters are described as follows:

I. Reasons for, Number of, Price of and Source of Funds for the Partial Repurchase and Cancellation of the Restricted Shares

• (I) Reasons for the Partial Repurchase and Cancellation of the Restricted Shares

As of the date of the eighteenth meeting of the fourth session of the Board, five incentive participants resigned due to personal reasons. According to the provisions of Chapter 13 “Handling Unusual Changes to the Company/Incentive Participants” under the Incentive Scheme (Draft), where an incentive participant leaves the Company due to resignation, expiry of

– 2 –

LETTER FROM THE BOARD

labour contract or dismissal, the Board may decide that the restricted Shares granted to the incentive participants but not yet unlocked under such scheme shall not be released from the selling restrictions and shall be repurchased and cancelled by the Company.

According to the resolution of the 2019 second extraordinary general meeting of the Company and the Incentive Scheme (Draft), the Company shall repurchase the restricted Shares granted to four of the resigned incentive participants who are the objects in the first grant of the 2019 Restricted Share Incentive Scheme but not yet unlocked at the repurchase price of RMB26.55 per Share as adjusted after the completion of the 2018 equity distribution plan, while the Company shall repurchase the restricted Shares granted to one of the resigned incentive participant who is the object of reserved portion under the 2019 Restricted Share Incentive Scheme but not yet unlocked at the reserved portion grant price of the 2019 Restricted Share Incentive Scheme of RMB31.46 per Share.

• (II) Number and Price of the Restricted Shares subject to the Repurchase and Cancellation

According to the Resolution on the Partial Repurchase and Cancellation of the 2019 Restricted Shares considered and approved at the eighteenth meeting of the fourth session of the Board, the Incentive Scheme (Draft) and as confirmed by the Company and verified by the legal advisors, 28,590 restricted Shares have been granted to five incentive participants but not yet unlocked, and the number of restricted Shares to be repurchased and cancelled is 28,590 Shares. The Company shall repurchase the restricted Shares granted to four of the resigned incentive participants but not yet unlocked at the repurchase price of RMB26.55 per Share, while the Company shall repurchase the restricted Shares granted to one of the resigned incentive participant who is the object of the reserved portion under the 2019 Restricted Share Incentive Scheme but not yet unlocked at the repurchase price of RMB31.46 per Share.

• (III) Source of funds for the Repurchase and Cancellation of the Restricted Shares

All funds used by the Company for the repurchase are self-owned funds of the Company.

– 3 –

LETTER FROM THE BOARD

II. Changes of the Shareholding Structure of the Company after the Repurchase and Cancellation

Nature of Shares	Nature of Shares	Before the	change	Change	After the	change
		Number of shares	Proportion (%)	(Share)	Number of shares	Proportion (%)
		(Share)			(Share)
I.	Circulating Shares subject to selling
	restrictions	187,623,363	21.50	-28,590	187,594,773	21.50
	Locked Shares held by senior
	management	183,522,986	21.03	0	183,522,986	21.04
	Restricted Shares under the incentive
	scheme	4,100,377	0.47	-28,590	4,071,787	0.47
II.	Circulating Shares not subject to selling
	restrictions	684,843,591	78.50	0	684,843,591	78.50
	RMB ordinary Shares (A Shares)	561,718,791	64.38	0	561,718,791	64.38
	Overseas-listed foreign Shares (H Shares)	123,124,800	14.11	0	123,124,800	14.11
III.	Total number of Shares	872,466,954	100	-28,590	872,438,364	100

Note:

Any discrepancies in the above table between totals and sums of figures listed are due to rounding.

III. Effect of the Repurchase and Cancellation on the Company

The repurchase and cancellation will not have any material impact on the financial position and operating results of the Company without prejudice to the interests of the Company and the Shareholders. The management of the Company will continue to work diligently and strive to create value for the Shareholders.

IV. Opinions of Independent Non-Executive Directors

The independent non-executive Directors unanimously agreed that the Company shall repurchase and cancel the restricted Shares granted to five incentive participants who have resigned but not yet unlocked in accordance with the relevant provisions of the Administrative Measures on Share Incentives of Listed Companies (the “ Administrative Measures ”) and the Incentive Scheme (Draft). The partial repurchase and cancellation of the restricted Shares by the Company are in compliance with the relevant requirements of the PRC Company Law, the Administrative Measures and other laws and regulations. The procedures of consideration and approval are legal and compliant, and will not have any material impact on the financial position and operating results of the Company, nor prejudice the interests of the Company and the Shareholders.

V. Opinions of Supervisory Committee

Upon verification, the Supervisory Committee is of the view that, as of the date of the meeting, five incentive participants who have resigned were no longer qualified for the incentives, and a total of 28,590 restricted Shares granted to them which have not been

– 4 –

LETTER FROM THE BOARD

released from selling restrictions shall be repurchased and cancelled. In accordance with the relevant provisions of the Incentive Scheme (Draft) and the authorization of the 2019 first extraordinary general meeting of the Company, the Board considered that the procedures for the partial repurchase and cancellation of the restricted Shares are in compliance with the laws and regulations and the relevant provisions of the Incentive Scheme (Draft). Therefore, the Supervisory Committee unanimously agreed with the Board to proceed with the matters in relation to the partial repurchase and cancellation of the restricted Shares.

VI. Conclusion of the Legal Opinion

Jia Yuan Law Offices are of the view that the repurchase and cancellation has obtained the necessary authorization and approval at the current stage, which is in compliance with the relevant provisions of the Administrative Measures and the Incentive Scheme (Draft). The repurchase and cancellation is subject to the approval at the general meeting of the Company. The reasons for, number of and price of the repurchase and cancellation are in compliance with the relevant provisions of the Administrative Measures and the Incentive Scheme (Draft) and are legal and valid.

The resolution on the partial repurchase and cancellation of the restricted Shares is subject to the consideration and approval by special resolution by Shareholders at the EGM, the A Share Class Meeting and the H Share Class Meeting.

(2) Proposed Change of the Registered Capital of the Company

Reference is made to the announcement dated August 25, 2021 of the Company in relation to, among others, the proposed change of the registered capital of the Company (the “ Proposed Change of the Registered Capital of the Company ”).

Given that the five incentive participants under the 2019 Restricted Share Incentive Scheme of the Company have resigned and are no longer qualified for the incentives, the Company shall repurchase and cancel 28,590 restricted Shares granted to the aforesaid incentive participants but not yet unlocked. Pursuant to the relevant requirements of the PRC Company Law and the Articles of Association, the registered capital of the Company and the total number of Shares of the Company shall be changed as a result of the aforesaid matters. The total number of Shares of the Company will be changed from 872,466,954 Shares to 872,438,364 Shares and the registered capital of the Company will be changed from RMB872,466,954 to RMB872,438,364. As a result of the changes of the registered capital of the Company above, the Board proposed to change the registered capital of the Company from RMB872,466,954 (divided into 872,466,954 Shares) to RMB872,438,364 (divided into 872,438,364 Shares).

The Proposed Change of the Registered Capital of the Company is subject to approval of the special resolution by the Shareholders at the EGM, A Share Class Meeting and H Share Class Meeting.

– 5 –

LETTER FROM THE BOARD

(3) Proposed Amendments to the Articles of Association

Reference is made to the announcement dated August 25, 2021 of the Company in relation to, among others, the proposed amendments to the Articles of Association (the “ Proposed Amendments to the Articles of Association ”).

Given the registered capital of the Company and the total number of Shares shall be changed as a result of the aforesaid repurchase and cancellation of the Company’s restricted Shares, the Company will amend the relevant provisions in the Articles of Association. The Board proposed to make the following amendments to the relevant provisions of the Articles of Association:

No.	Original articles	Amended articles
1	Article 6 The registered capital of the	Article 6 The registered capital of the
	Company is RMB872.466954 million.	Company is RMB~~872.466954~~872.438364 million.
2	Article 22 The Company was approved	Article 22 The Company was approved
	by the CSRC on July 3, 2012 to conduct	by the CSRC on July 3, 2012 to conduct
	initial public offering of 13.40 million	initial public offering of 13.40 million
	RMB ordinary shares (hereinafter	RMB ordinary shares (hereinafter
	referred to as the “A Shares”).	referred to as the “A Shares”).
	The total number of shares of the	The total number of shares of the
	Company is 872.466954 million, all being ordinary shares, including	Company is ~~872.466954~~872.438364 million, all being ordinary shares,
	749,342,154 shares held by shareholders of domestic listed domestic shares (A	including ~~749,342,154~~749,313,564 shares held by shareholders of domestic
	Shares), accounting for about 85.89% of	listed domestic shares (A Shares),
	the total share capital of the Company;	accounting for about 85.89% of the total
	123,124,800 shares held by overseas	share capital of the Company;
	listed foreign shares (H Shares)	123,124,800 shares held by overseas
	shareholders, accounting for	listed foreign shares (H Shares)
	approximately 14.11% of the total share	shareholders, accounting	for
	capital of the Company.	approximately 14.11% of the total	share
		capital of the Company.

Save for the aforementioned proposed amendments, other provisions of the Articles of Association shall remain unchanged. The Proposed Amendments to the Articles of Association are prepared in Chinese language. In the event of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

The Proposed Amendments to the Articles of Association are subject to the approval of the special resolution by the Shareholders at the EGM. The Board has resolved to propose a resolution at the EGM to authorize the Board to delegate the management of the Company to handle the approval and filing procedures with relevant regulatory authorities involved in such amendments, and to make adjustments to the wordings of such amendments to the Articles of Association according to opinions of the regulatory authorities.

– 6 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to qualify for the entitlement to attend and vote at the EGM and the H Share Class Meeting, the register of members of the Company will be closed from Tuesday, September 21, 2021 to Monday, September 27, 2021, both days inclusive, during which period no transfer of H Shares shall be effected. The record date of the entitlement to attend and vote at the EGM will be Tuesday, September 21, 2021. In order to qualify for the entitlement to attend and vote at the EGM and the H Share Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, September 20, 2021.

EGM AND H SHARE CLASS MEETING

The EGM and the H Share Class Meeting will be held at 10:00 a.m. on Monday, September 27, 2021 at the Meeting Room, 18/F, Shengda Science Park Tower A, No. 19 Jugong Road, Binjiang District, Hangzhou, the PRC. The Company has already sent the notice of the EGM, the notice of the H Share Class Meeting and the forms of proxy for the use at the EGM and the H Share Class Meeting to Shareholders on September 9, 2021. The aforesaid documents are also published on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.tigermedgrp.com).

No Shareholder has a material interest in any resolution proposed at the EGM and the H Share Class Meeting and is required to abstain from voting at the EGM and the H Share Class Meeting.

No Director has a material interest in any of the resolutions to be proposed at the EGM and the H Share Class Meeting.

RECOMMENDATION

The Board believes that all the proposals set out in the notice of the EGM and the notice of the H Share Class Meeting for Shareholders’ consideration and approval are in the best interests of the Company and the Shareholders. Therefore, the Board recommends that Shareholders shall vote in favor of all the resolutions to be proposed at the EGM and H Share Class Meeting.

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 herein or this circular misleading.

– 7 –

LETTER FROM THE BOARD

VOTING BY POLL AT THE EGM

Voting on all the resolutions to be proposed at the EGM and the H Share Class Meeting will be taken by poll in accordance with the Rule 13.39(4) of the Listing Rules.

In the event of any discrepancy between the English translation and the Chinese version of this circular, the Chinese version shall prevail.

Yours faithfully, By order of the Board

Hangzhou Tigermed Consulting Co., Ltd. Ye Xiaoping Chairman

– 8 –

NOTICE OF THE EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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HANGZHOU TIGERMED CONSULTING CO., LTD. 杭州泰格醫藥科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3347)

NOTICE OF THE 2021 FOURTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2021 fourth extraordinary general meeting (the “ EGM ”) of Hangzhou Tigermed Consulting Co., Ltd. (the “ Company ”) will be held at 10:00 a.m. on Monday, September 27, 2021 at the Meeting Room, 18/F, Shengda Science Park Tower A, No. 19 Jugong Road, Binjiang District, Hangzhou, the PRC, or any adjournment thereof, for the purpose of considering and, if thought fit, approving the following resolutions. Unless the context otherwise requires, the terms and expressions used herein shall have same meanings as those defined in the circular dated September 9, 2021 of the Company (the “ Circular ”).

SPECIAL RESOLUTIONS

1. To consider and approve the Proposed Partial Repurchase and Cancellation of the 2019 Restricted A Shares.

2. To consider and approve the Proposed Change of the Registered Capital of the Company.

3. To consider and approve the Proposed Amendments to the Articles of Association.

By order of the Board Hangzhou Tigermed Consulting Co., Ltd. Ye Xiaoping Chairman

Hong Kong, September 9, 2021

As at the date of this notice, the executive Directors are Dr. Ye Xiaoping, Ms. Cao Xiaochun and Ms. Yin Zhuan; the Independent non-executive Directors are Mr. Zheng Bijun, Dr. Yang Bo and Mr. Liu Kai Yu Kenneth.

– E-1 –

NOTICE OF THE EGM

Notes:

1. The voting at the EGM will be conducted by way of poll.

2. The holders of A Shares and H Shares will vote as one class of Shareholders. The Company’s register of members for the H Shares will be closed from Tuesday, September 21, 2021 to Monday, September 27, 2021 (both days inclusive), during which period no transfer of H Shares will be effected. Holders of the H Shares of the Company whose names appear on the Company’s register of members of the H Shares on Tuesday, September 21, 2021 are entitled to attend the EGM. In order to be entitled to attend at the EGM, the holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Tricor Investor Services Limited by no later than 4:30 p.m. on Monday, September 20, 2021. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

3. Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his or her behalf. A proxy needs not be a Shareholder. Each Shareholder who wishes to appoint one or more proxies should first review the Circular.

4. The form of proxy must be signed by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, the instrument must be either under its common seal or signed by the director or his/her attorney duly authorized. If the instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

5. In order to be valid, the form of proxy of the holders of H Shares together with the power of attorney or other authorization document (if any) signed by the authorized person or notarially certified power of attorney must be deposited at Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM if he/she so wishes.

6. The EGM is expected to last for no more than half a day. Shareholders (or their proxies) attending the meeting are responsible for their own transportation and accommodation expenses. Shareholders (or their proxies) attending the meeting shall produce their identity documents.

7. All times refer to Hong Kong local time, except as otherwise stated.

– E-2 –

NOTICE OF THE H SHARE CLASS MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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HANGZHOU TIGERMED CONSULTING CO., LTD. 杭州泰格醫藥科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3347)

NOTICE OF THE 2021 SECOND H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2021 second H share class meeting (the “ H Share Class Meeting ”) of Hangzhou Tigermed Consulting Co., Ltd. (the “ Company ”) will be held on Monday, September 27, 2021 at the Meeting Room, 18/F, Shengda Science Park Tower A, No. 19 Jugong Road, Binjiang District, Hangzhou, the PRC after the conclusion or adjournment of the 2021 fourth extraordinary general meeting of the Company and the 2021 second A share class meeting of the Company, or any adjournment thereof, for the purpose of considering and, if thought fit, approving the following resolutions. Unless the context otherwise requires, the terms and expressions used herein shall have same meanings as those defined in the circular dated September 9, 2021 of the Company (the “ Circular ”).

SPECIAL RESOLUTIONS

1. To consider and approve the Proposed Partial Repurchase and Cancellation of the 2019 Restricted A Shares.

2. To consider and approve the Proposed Change of the Registered Capital of the Company.

By order of the Board Hangzhou Tigermed Consulting Co., Ltd. Ye Xiaoping Chairman

Hong Kong, September 9, 2021

As at the date of this notice, the executive Directors are Dr. Ye Xiaoping, Ms. Cao Xiaochun and Ms. Yin Zhuan; the Independent non-executive Directors are Mr. Zheng Bijun, Dr. Yang Bo and Mr. Liu Kai Yu Kenneth.

– H-1 –

NOTICE OF THE H SHARE CLASS MEETING

Notes:

1. The voting at the H Share Class Meeting will be conducted by way of poll.

2. The Company’s register of members for the H Shares will be closed from Tuesday, September 21, 2021 to Monday, September 27, 2021 (both days inclusive), during which period no transfer of H Shares will be effected. Holders of the H Shares of the Company whose names appear on the Company’s register of members of the H Shares on Tuesday, September 21, 2021 are entitled to attend the H Share Class Meeting. In order to be entitled to attend at the H Share Class Meeting, the holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Tricor Investor Services Limited by no later than 4:30 p.m. on Monday, September 20, 2021. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

3. Each Shareholder entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote on his or her behalf. A proxy needs not be a Shareholder. Each H Shareholder who wishes to appoint one or more proxies should first review the Circular.

4. The form of proxy must be signed by the H Shareholder or his/her attorney duly authorized in writing. If the H Shareholder is a corporation, the instrument must be either under its common seal or signed by the director or his/her attorney duly authorized. If the instrument is signed by an attorney of the H Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

5. In order to be valid, the form of proxy of the holders of H Shares together with the power of attorney or other authorization document (if any) signed by the authorized person or notarially certified power of attorney must be deposited at Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for holding the H Share Class Meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a H Shareholder from attending and voting in person at the H Share Class Meeting if he/she so wishes.

6. The H Share Class Meeting is expected to last for no more than half a day. H Shareholders (or their proxies) attending the meeting are responsible for their own transportation and accommodation expenses. H Shareholders (or their proxies) attending the meeting shall produce their identity documents.

7. For details of the resolutions proposed for approval at the H Share Class Meeting, please refer to the Circular.

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