Hengrui Pharma — Proxy Solicitation & Information Statement 2026

Mar 25, 2026

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.

Jiangsu Hengrui Pharmaceuticals Co., Ltd.

江蘇恒瑞醫藥股份有限公司

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

(Stock Code: 1276)

NOTICE OF 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the "Shareholders' Meeting") of Jiangsu Hengrui Pharmaceuticals Co., Ltd. (the "Company") will be held at 2:30 p.m. on Thursday, April 16, 2026 at No. 1288, Haike Road, Pudong New Area, Shanghai, PRC for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the work report of the board of directors (the "Board") of the Company of 2025;
2. To consider and approve the Company's annual report of 2025;
3. To consider and approve the Company's proposed profit distribution plan for 2025 and the proposed authorization to the Board to formulate the Company's interim dividend plan for 2026;
4. To consider and approve the proposed re-appointment of auditors;
5. To consider and approve the remuneration of the directors (the "Directors") and senior management members ("Senior Management Members") of the Company for 2025;
6. To consider and approve the proposed purchase of liability insurance for the Directors and Senior Management Members;

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SPECIAL RESOLUTION

1. To consider and approve the resolution on the general mandate to issue shares of the Company (the "Shares"):

(a) granting to the Board of an unconditional general mandate during the Issuance Mandate Period (as defined below) to, subject to market conditions and the needs of the Company, separately or concurrently issue, allot and deal with additional Shares of the Company (for the avoidance of doubt, "Shares" hereafter in this resolution shall include but are not limited to H Shares of the Company ("H Shares") and bonds convertible into H Shares); and making or granting of proposals, agreements, share options and/or conversion rights that may require the separate or concurrent issue of Shares, other convertible rights to subscribe for or purchase Shares (collectively, the "Instruments"), including but not limited to, the creation and issue of warrants, convertible bonds, other instruments carrying rights to subscribe for or convert into Shares;

(b) the total number of Shares approved by the Board when exercising this general mandate to be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with (whether they are allotted pursuant to the share options or otherwise), and in relation to the offer proposals, agreements, share options and/or conversion rights made or granted (including warrants, convertible bonds, other instruments carrying rights of subscription for or conversion into Shares, the number of which is based on the number of Shares converted to or allotted under the instruments), shall not exceed 20% of the total number of issued Shares of the Company (excluding treasury Shares) as at the date of passing this resolution at the general meeting of the Company;

(c) the Board be authorized to formulate and implement specific issuance plans when exercising the aforementioned general mandate, including but not limited to the type of Shares to be issued, the pricing methods and/or the issue/conversion price (including the price range), number of Shares to be issued, issue target, use of proceeds, timing of issuance, period of issuance, specific subscription methods, the pre-emptive subscription ratio of existing shareholders and other specific matters relating to the issuance required under relevant laws, regulations, normative documents, the Articles of Association, and relevant regulatory authorities;

(d) the Board be authorized to engage intermediary institutions for matters in relation to the issuance, and to approve and/or execute all the acts, deeds, documents and other matters which are necessary, appropriate, desirable or relevant to the issuance; to consider and approve and to execute, for and on behalf of the Company, agreements relating to the issuance, including but not limited to placement and underwriting agreement and engagement agreement of intermediary institutions;

(e) the Board be authorized to consider and approve and to execute on behalf of the Company the statutory documents relating to the issuance for submission to the relevant regulatory authorities; to perform relevant approval procedures, complete all necessary recordation, registration and filing procedures, and take all necessary actions pursuant to the requirements of the relevant departments and/or regulatory authorities and in the places where the Company is listed;

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(f) the Board be authorized to make proper amendment to, as may be required by the competent government departments and/or regulatory authorities, the relevant agreements and statutory documents referred to in the resolution number 7(d) and number 7(e) mentioned above;

(g) the Board be authorized to approve the increase of registered capital of the Company after issuance of new Shares and make amendments to the Articles of Association relating to the registered capital, total share capital and shareholding structure, etc., and the executive Directors, management and their authorized persons be authorized to handle the relevant procedures, take any other necessary actions, and complete other necessary procedures to implement the issuance plan and realize the increase in the Company’s registered capital; and

(h) subject to obtaining the approval from the aforesaid resolution, approving the Board of the Company to delegate the above authorization to the authorized persons of the Company (including the executive Directors, the management) jointly or separately create, execute, implement, modify, complete and submit all agreements, contracts and documents related to the issuance, allotment and dealing with Shares under the general mandate, unless otherwise provided by laws and regulations.

For the purpose of this resolution, the “Issuance Mandate Period” refers to the period commencing from the date on which this resolution is considered and approved at the general meeting to the earlier of:

(1) the conclusion of the next annual general meeting of the Company; or

(2) the date on which the mandate granted under this resolution is revoked or varied by way of resolution at any general meeting of the Company.

For the purpose of this resolution, any reference to an allotment, issue, grant, offer, placing, subscription or disposal of Shares shall include the sale or transfer of treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and applicable laws and regulations.

ORDINARY RESOLUTIONS

1. To consider and approve the proposed adoption of and amendments to certain corporate governance policies:

(a) the proposed amendments to the Rules of Procedure of the Shareholders’ Meetings;

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(b) the proposed amendments to the Rules of Procedure of the Board; and
(c) the proposed adoption of the Management Policy for Remuneration of Directors and Senior Management Members;

1. To consider and approve the proposed remuneration plan for the Directors and Senior Management Members;

2. To consider and approve the proposed election of non-independent Directors of the tenth session of the Board:

(a) the election of Mr. Sun Piaoyang as an executive Director;
(b) the election of Mr. Dai Hongbin as an executive Director;
(c) the election of Ms. Feng Ji as an executive Director;
(d) the election of Mr. Zhang Lianshan as an executive Director;
(e) the election of Mr. Jiang Frank Ningjun as an executive Director; and
(f) the election of Ms. Guo Congzhao as a non-executive Director; and

1. To consider and approve the proposed election of independent Directors of the tenth session of the Board by way of cumulative voting system:

(a) the election of Mr. Lou Liguang as an independent non-executive Director;
(b) the election of Mr. Zeng Qingsheng as an independent non-executive Director;
(c) the election of Mr. Sun Jinyun as an independent non-executive Director; and
(d) the election of Mr. Chow Kyan Mervyn as an independent non-executive Director;

Along with handling the above matters, Shareholders will hear the 2025 work report prepared by the independent Directors at the Shareholders' Meeting.

For and on behalf of the Board
Jiangsu Hengrui Pharmaceuticals Co., Ltd.
Mr. Sun Piaoyang
Chairman

Shanghai, PRC
March 25, 2026

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Notes:

1. Unless otherwise specified, the terms used in this notice should have the same meanings as those defined in the circular of the Company dated March 25, 2026.

2. All resolutions at the Shareholders’ 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 Hong Kong Listing Rules. The results of the poll will be published on the websites of the Company at www.hengrui.com and the Hong Kong Stock Exchange at www.hkexnews.hk after the Shareholders’ Meeting.

3. The Company adopts the cumulative voting system for resolution 11 at the Shareholders’ Meeting. When the independent Directors are elected through cumulative voting system at the Shareholders’ Meeting, the maximum valid voting right of a voter is the product of (i) the number of Shares held by such Shareholder, and (ii) the number of the independent Directors to be elected. A voter can cast all of his votes to one candidate or distribute his votes among several candidates. The independent Directors receiving more than half of valid votes cast via the cumulative voting system at the Shareholders’ Meeting shall be elected.

4. Any shareholder entitled to attend and vote at the Shareholders’ Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

5. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares), at least 24 hours before the Shareholders’ Meeting (i.e. not later than 2:30 p.m. on Wednesday, April 15, 2026) or any adjourned meeting(s) thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the Shareholders’ Meeting or any adjourned meeting thereof should he/she so wish.

6. For the purpose of determining the list of holders of H Shares who are entitled to attend the Shareholders’ Meeting, the H share register of members of the Company will be closed from Monday, April 13, 2026 to Thursday, April 16, 2026, both days inclusive, during which period no transfer of H Shares will be registered. The record date will be Thursday, April 16, 2026. In order to be eligible to attend and vote at the Shareholders’ Meeting, unregistered holders of the Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H 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 Friday, April 10, 2026 for registration.

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

8. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

9. A shareholder or his/her proxy should produce proof of identity when attending the Shareholders’ Meeting.

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

As of the date of this notice, the Board comprises: (i) Mr. Sun Piaoyang, Mr. Dai Hongbin, Ms. Feng Ji, Mr. Zhang Lianshan, Mr. Jiang Frank Ningjun and Mr. Sun Jieping as executive Directors; (ii) Ms. Guo Congzhao as non-executive Director; and (iii) Mr. Dong Jiahong, Mr. Zeng Qingsheng, Mr. Sun Jinyun and Mr. Chow Kyan Mervyn as independent non-executive Directors.