InnoCare Pharma Limited — Proxy Solicitation & Information Statement 2024

Nov 28, 2024

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.

INNOCARE

困诚健华

InnoCare Pharma Limited

諾誠健華醫藥有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 9969)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of the shareholders (the “Shareholder(s)”) of InnoCare Pharma Limited (the “Company”) will 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. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

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.

Yours faithfully,

By Order of the Board

InnoCare Pharma Limited

Dr. Jisong Cui

Chairperson and Executive Director

Hong Kong, 28 November 2024

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Notes:

1. Unless otherwise defined in this notice or the context otherwise requires, terms defined in the circular of the Company dated 28 November 2024 shall have the same meanings when used in this notice.

2. Voting at the EGM will be taken by poll as required under the Hong Kong Listing Rules.

3. The register of members of the Company will be closed from Thursday, 12 December 2024 to Tuesday, 17 December 2024, both dates inclusive, during which period no transfer of shares will be registered, for the purpose of ascertaining Shareholders' entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the office of the Company's Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 11 December 2024.

4. Any member entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting of the Company. A proxy need not be a member of the Company.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

6. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. 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.

7. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

8. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he 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, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

9. If a black rainstorm warning signal, a tropical cyclone warning signal no. 8 or above or "extreme conditions" caused by super typhoons is in force at or at any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the Company's website at www.innocarepharma.com, the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Shanghai Stock Exchange at www.sse.com.cn to notify members of the date, time and place of the rescheduled meeting.

10. As at the date hereof, the executive Directors of the Company are Dr. Jisong Cui and Dr. Renbin Zhao; the non-executive Directors of the Company are Dr. Yigong Shi and Mr. Ronggang Xie; and the independent non-executive Directors of the Company are Ms. Lan Hu and Dr. Dandan Dong.