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Hengrui Pharma — Proxy Solicitation & Information Statement 2026
Mar 25, 2026
17819_rns_2026-03-25_6094388a-07ad-44de-a4cc-85d335e780cd.pdf
Proxy Solicitation & Information Statement
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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)
Form of Proxy for use at the 2025 Annual General Meeting to be held on Thursday, April 16, 2026
I/W(r)(Sum 1) ________ (name)
of ________ (address)
being the registered holder(s) of ________ H shares(bias 2)
of Jiangsu Hengrui Pharmaceuticals Co., Ltd. (the "Company") HEREBY APPOINT(bias 3) THE CHAIRMAN OF THE MEETING or ________ (name)
of _________ (address),
as my/our proxy(ies) to attend the 2025 Annual General Meeting (and at any adjournment thereof) of the Company (the "Shareholders' Meeting") to be held on Thursday, April 16, 2026
at 2:30 p.m. at No. 1288, Haike Road, Pudong New Area, Shanghai, PRC, for the purposes of considering and, if thought fit, passing the resolutions set out in the notice convening the said
meeting and at such meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise specified, the terms used in
this form of proxy should have the same meanings as those defined in the circular of the Company dated March 25, 2026.
| ORDINARY RESOLUTIONS | FOR (Bias 4) | AGAINST (Bias 4) | ABSTAIN (Bias 4) | |
|---|---|---|---|---|
| 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. | |||
| SPECIAL RESOLUTION | FOR (Bias 4) | AGAINST (Bias 4) | ABSTAIN (Bias 4) | |
| 7. | To consider and approve the resolution on the general mandate to issue shares of the Company (the "Shares"). | |||
| ORDINARY RESOLUTIONS | FOR (Bias 4) | AGAINST (Bias 4) | ABSTAIN (Bias 4) | |
| 8. | 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; | ||||
| (b) the proposed amendments to the Rules of Procedure of the Board; and | ||||
| (c) the adoption of the Management Policy for Remuneration of Directors and Senior Management Members. | ||||
| 9. | To consider and approve the proposed remuneration plan for the Directors and Senior Management Members. | |||
| 10. | 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. | ||||
| 11. | To consider and approve the proposed election of independent Directors of the tenth session of the Board by way of cumulative voting system: | Cumulative Voting (Bias 5) (Please fill in the number of votes) | ||
| (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. |
Dated this ____ day of ____ 2026
Signature (Bias 6) _______
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
- Please insert the number of H shares of the Company registered in your name(s). 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 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 shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more (if he/she/it holds more than one share) proxies to attend and vote instead of him/her/it. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy (or proxies) is so appointed. A proxy need not be a shareholder of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS VOOR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "ABSTAIN". Failure to tick a box will entitle your proxy (or proxies) to cast your vote at his/her discretion. Your proxy (or proxies) 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. The shares abstained will be counted in the calculation of the required majority.
- 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 each 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.
- 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
- Every shareholder of the Company present in person or by proxy or, being a corporation, is present by its duly authorized representative, shall have one vote for every fully paid share of which he/she/it is the holder.
- In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of 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 of the Company.
- To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be delivered to the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares), not less than 24 hours before the time fixed for holding the Shareholders' Meeting (i.e. not later than 2:30 p.m. on Wednesday, April 15, 2026) or any adjournment thereof.
- The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
- Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.
- Reference to dates and time in this form of proxy are to Hong Kong dates and time.
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 Shareholders' Meeting of the Company (the "Purpose"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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 fulfill 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 Data Privacy Officer, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.