InnoCare Pharma Limited — Proxy Solicitation & Information Statement 2024

Nov 28, 2024

INNOCARE

困慌健华

InnoCare Pharma Limited

諾誠健華醫藥有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 9969)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We (Name) _________ (Block capitals, please) of

(Address) _________

being the holder(s) of _________ (see Note 1) shares of US$0.000002 each in the capital of InnoCare Pharma Limited

(the "Company") hereby appoint (Name) ________ (Address) ________ or

failing him/her (Name) _________ of

(Address) _________ or

failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Building 8, No. 8 Life Science Park Road, Zhongguancun Life Science Park, Changping District, Beijing, PRC on Tuesday, 17 December 2024 at 3:00 p.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions		For (see Note 3)	Against (see Note 3)
1.	To consider and approve the adoption of the 2024 RMB Share Incentive Scheme and the Scheme Mandate Limit.
2.	To consider and approve the adoption of the Incentive Scheme Assessment Management Measures.
3.	To consider and approve the proposed issue and grant of new RMB Shares under the 2024 RMB Share Incentive Scheme pursuant to the Scheme Mandate Limit.
4.	To consider and approve the proposed grant of 2,580,000 Restricted Shares to Dr. Jisong Cui under the 2024 RMB Share Incentive Scheme.
5.	To consider and approve the proposed authorization to the Board to handle matters pertaining to the 2024 RMB Share Incentive Scheme.

Dated this __ day of __ 2024

Signature(s) _________ (see Note 5)

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words "the chairman of the meeting", and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.
3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your 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.
4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.
6. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
7. To be valid, this form of proxy must be completed, signed and deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (or any adjournment thereof). Please note that 15 December 2024 is not a working day in Hong Kong and Computershare Hong Kong Investor Services Limited's offices will not be open on this day for physical delivery of the form of proxy. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
8. A proxy need not be a shareholder of the Company.