InnoScience (Suzhou) Technology Holding Co., Ltd. — Proxy Solicitation & Information Statement 2025

Oct 27, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in InnoScience (Suzhou) Technology Holding Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

Innoscience

英诺赛科

InnoScience (Suzhou) Technology Holding Co., Ltd.

英諾賽科(蘇州)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: 2577)

ADJUSTMENT TO AUDITOR'S REMUNERATION FOR 2025 APPLICATION TO BUSINESS REGISTRATION AUTHORITY FOR ALTERATION OF COMPANY'S REGISTERED CAPITAL AND FILING OF THE ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of InnoScience (Suzhou) Technology Holding Co., Ltd. to be held at 4:00 p.m. on Tuesday, November 18, 2025 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC is set out on pages 8 to 9 of this circular. A form of proxy for use at the EGM is also enclosed and is available on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com).

Whether or not you are able to attend the EGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same as soon as possible but in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof (i.e. not later than 4:00 p.m. on Monday, November 17, 2025) to the Company's H-shares securities registrar, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the completed and returned form of proxy will be deemed to be revoked.

All references to dates and times in this circular refer to dates and times in Hong Kong.

October 27, 2025

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CONTENT

Page

Definitions 1

Letter from the Board

1. Introduction 3
2. Adjustment to Auditor's Remuneration For 2025 4
3. Application to Business Registration Authority for Alteration of Company's Registered Capital and Filing of the Articles of Association 4
4. Notice of Extraordinary General Meeting 6
5. Recommendation 7
6. Responsibility Statement 7

Notice of Extraordinary General Meeting 8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the following meanings:

"Articles of Association" the Articles of Association of the Company currently in force

"Board" the Board of Directors of the Company

"China" the People's Republic of China. For the purposes of this document only and unless the context otherwise requires, excluding Hong Kong, Macau and Taiwan

"Company" InnoScience (Suzhou) Technology Holding Co., Ltd., a company limited by shares incorporated under the laws of China, with its H Shares listed on the Stock Exchange (stock code: 2577)

"Director" a director of the Company

"Domestic Unlisted Shares" ordinary shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are not listed on any stock exchange

"Extraordinary General Meeting" or "EGM" the second extraordinary general meeting in 2025 of the Company, or any adjournment thereof, to be held at 4:00 p.m. on Tuesday, November 18, 2025 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC

"Group" the Company and its subsidiaries and group members from time to time

"H Shares" ordinary shares of RMB1.00 each in the capital of the Company to be subscribed and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange

"HK$" Hong Kong Dollar

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

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DEFINITIONS
“Hong Kong Stock Exchange” or “Stock Exchange”	The Stock Exchange of Hong Kong Limited, a wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
“RMB”	China’s legal currency RMB
“Shares”	ordinary shares of RMB1.00 each in the share capital of the Company, including Domestic Unlisted Shares and H Shares
“Shareholder(s)”	holders of shares
“%”	percentage

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LETTER FROM THE BOARD

Innoscience 英诺赛科

InnoScience (Suzhou) Technology Holding Co., Ltd.

英諾賽科(蘇州)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: 2577)

Executive Directors:
Dr. Weiwei LUO (Chairperson of the Board)
Mr. Jay Hyung SON
Dr. WU Jingang (Chief Executive Officer)
Mr. ZHONG Shan (Chief Financial Officer)

Non-executive Directors:
Dr. WANG Can
Ms. ZHANG Yanhong
Ms. CUI Mizi

Independent non-executive Directors:
Mr. WONG Hin Wing, MH, JP
Dr. YI Jiming
Dr. YANG, Simon Shi-Ning
Dr. CHAN, Philip Ching Ho

Registered office,
headquarters and principal place
of business in China:
No. 98 Xinli Road
Beishe, Lili Town
Wujiang District,
Suzhou
Jiangsu Province,
PRC

Principal place of
business in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai, Hong Kong

October 27, 2025

To the Shareholders

Dear Sir or Madam,

ADJUSTMENT TO AUDITOR'S REMUNERATION FOR 2025
APPLICATION TO BUSINESS REGISTRATION AUTHORITY
FOR ALTERATION OF COMPANY'S REGISTERED CAPITAL AND
FILING OF THE ARTICLES OF ASSOCIATION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with relevant information to enable them to make informed decisions at the Extraordinary General Meeting on resolutions relating to (1) the adjustment to auditor's remuneration for 2025; and (2) the application to business registration authority for alteration of company's registered capital and filing of the Articles of Association. Items (1) and (2) are ordinary resolutions.

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LETTER FROM THE BOARD

2. ADJUSTMENT TO AUDITOR'S REMUNERATION FOR 2025

References are made to the Company’s circular dated April 9, 2025 in relation to the annual general meeting (“2024 Annual General Meeting”), and the poll results announcement dated April 30, 2025, the appointment of KPMG as the auditor of the Company for the year 2025 was considered and approved at the 2024 Annual General Meeting.

Due to changes in circumstance affecting the actual costs, the interim review fee of the audit institution has been added compared with the content of the proposal considered and approved at the 2024 Annual General Meeting, a resolution is hereby proposed to the shareholders’ meeting to adjust the auditor’s remuneration for the year 2025 to an aggregate amount before tax (including advance payments, etc.) not exceeding RMB3.34 million, and also to authorize the Board of Directors to make reasonable and appropriate adjustments to the auditor’s remuneration for the year 2025 based on the actual audit work performed.

3. APPLICATION TO BUSINESS REGISTRATION AUTHORITY FOR ALTERATION OF COMPANY’S REGISTERED CAPITAL AND FILING OF THE ARTICLES OF ASSOCIATION

On June 6, 2024, the Company convened the 2024 Third Extraordinary General Meeting, which considered and approved the resolutions on the Company’s initial public offering of H shares and listing on the Hong Kong Stock Exchange (the “IPO and Listing”), the amendment to the Articles of Association (Draft) in respect of the issuance of H Shares, which would take effect upon the issuance and listing of H Shares, and the adoption of related rules of procedure; authorized the Board of Directors and its delegated persons to make corresponding adjustments and amendments to the sections of the Articles of Association (Draft) concerning registered capital and share capital structure following the completion of the IPO and Listing, and to handle the approval and filing procedures with the Company’s registration authority and other relevant government departments for relevant alterations. The Company’s H-share issuance was completed upon its listing on the Main Board of the Hong Kong Stock Exchange on December 30, 2024. The over-allotment was subsequently completed on January 27, 2025, after which the Company’s issued share capital was altered to 880,816,653 Shares, and registered capital was altered to RMB880,816,653. As considered and approved at the 2025 First Extraordinary General Meeting held on July 9, 2025, the Company amended the relevant provisions in the Articles of Association concerning the IPO and Listing accordingly, including the revision of the registered capital clause from: “The registered capital of the Company is RMB833,788,253. Upon completion of the issuance of overseas listed foreign shares, if the offer size adjustment option and the over-allotment option are not exercised, the Company’s registered capital shall be RMB879,152,253; if the offer size adjustment option and the over-allotment option are exercised, the Company’s registered capital shall be a maximum of RMB885,956,853.” to: “The Company’s registered capital is RMB880,816,653.”

On April 30, 2025, the Company held the 2024 Annual General Meeting, which considered and approved a special resolution on granting a general mandate to the Board of Directors to issue shares, authorizing the Board of Directors to allot, issue, and deal with additional shares not exceeding 20% of the total number of issued shares of the Company as

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LETTER FROM THE BOARD

at the date of the 2024 Annual General Meeting, and simultaneously granting the Directors of the Company the right to make any amendments to the Articles of Association that they prudently consider necessary in relation to the issuance of shares and registered capital. Accordingly:

(i) Pursuant to this mandate and the Articles of Association, the Board of Directors passed a resolution on July 16, 2025, approving the placement of new H Shares (the "First H-share Placement") and related resolutions, and authorizing the Chairperson Ms. Weiwei LUO, and the Chief Financial Officer Mr. ZHONG Shan (with power to sub-delegate) to, upon completion of the First H-share Placement, make such amendments to the relevant clauses of the Articles of Association as may be appropriate and necessary based on the actual results of this issuance to reflect the changes in the issuer's share capital structure as a result of this issuance, to execute relevant documents, to authorize specific personnel to handle the registration and filing procedures for the alteration of registered capital and the Articles of Association with business registration authority, and to take any other necessary actions. On July 28, 2025, a total of 13,584,000 H Shares were issued and listed on the Hong Kong Stock Exchange through the First H-share Placement. Consequently, the Company's issued share capital was altered to 894,400,653 Shares, and registered capital was altered to RMB894,400,653. The Articles of Association were amended to reflect the completion of the First H-share Placement, with the provision on share capital being revised to "The number of issued shares of the Company is 894,400,653, all of which are ordinary shares. These shares comprise 389,559,466 domestic unlisted shares, representing approximately 43.56% of the total number of shares of the Company, and 504,841,187 H shares, representing approximately 56.44% of the total number of shares of the Company." and with the provision on registered capital being revised to: "The registered capital of the Company is RMB894,400,653."

(ii) Pursuant to this mandate and the Articles of Association, the Board of Directors passed a resolution on October 9, 2025, approving the placement of new H Shares (the "Second H-share Placement") and related proposals, and authorizing the Chairperson Ms. Weiwei LUO, and the Chief Financial Officer Mr. ZHONG Shan (with power to sub-delegate) to, upon completion of the Second H-share Placement, make such amendments to the relevant clauses of the Articles of Association as may be appropriate and necessary based on the actual results of this issuance to reflect the changes in the issuer's share capital structure as a result of this issuance, to execute relevant documents, to authorize specific personnel to handle the registration and filing procedures for the alteration of registered capital and the Articles of Association with business registration authority, and to take any other necessary actions. On October 17, 2025, a total of 20,700,000 H Shares were issued and listed on the Hong Kong Stock Exchange through the Second H-share Placement. Consequently, the Company's total issued share capital was altered to 915,100,653 Shares, and registered capital was altered to RMB915,100,653. The Articles of Association were amended to reflect the completion of the Second

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LETTER FROM THE BOARD

H-share Placement, with the provision on share capital being further revised to “The number of issued shares of the Company is 915,100,653, all of which are ordinary shares. These shares comprise 389,559,466 domestic unlisted shares, representing approximately 42.57% of the total number of shares of the Company, and 525,541,187 H shares, representing approximately 57.43% of the total number of shares of the Company.” and with the provision on registered capital being further revised to: “The registered capital of the Company is RMB915,100,653.”

In view of the completion of the First H-share Placement and the Second H-share Placement, the change in the Company’s registered capital to RMB915,100,653, the Company intends to apply to the business registration authority for the alteration of company’s registered capital and filing of the Articles of Association and is also hereby to propose the shareholders’ meeting to grant full authority to the Board of Directors and its delegated persons to handle all matters related to the application to the Suzhou Administration for Market Regulation for the alteration of the company’s registered capital and the filing of the Articles of Association.

4. NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 8 to 9 of this circular.

Pursuant to the Listing Rules and the Articles of Association, a resolution proposed at the EGM will be voted on by poll. The Company will publish an announcement of the poll results after the EGM in the manner prescribed under the Listing Rules.

For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, November 13, 2025 to Tuesday, November 18, 2025 (both days inclusive), during which period no transfer of H Shares will be effected. The record date will be Tuesday, November 18, 2025. In order to be eligible to attend and vote at the EGM, holders of unregistered H Shares of the Company must ensure that all transfers 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, for registration not later than 4:30 p.m. (Hong Kong time) on Wednesday, November 12, 2025, being the closing date for registration.

A proxy form for use at the EGM is enclosed with this circular and is also available on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com). You must complete and sign the proxy form in accordance with the instructions printed thereon and deposit it together with the power of attorney or other authority (if any) signed or a notarized copy of such power of attorney or authority with Tricor Investor Services Limited, the Company’s H share registrar, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not later than 24 hours before the time appointed for holding the EGM (or any adjournment thereof), i.e. not later than 4:00 p.m. on Monday, November 17, 2025. Completion and return

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LETTER FROM THE BOARD

of the proxy form shall not preclude you from attending and voting at the EGM or any adjourned meeting if you so wish, in which case the completed and returned proxy form shall be deemed to have been withdrawn.

5. RECOMMENDATION

The Board considers that all the resolutions to be proposed for grant at the EGM are in the interests of the Company, the Group and the Shareholders. Therefore, the Shareholders are recommended to vote in favor of the relevant resolutions to be proposed at the EGM.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company 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 this document or any statement herein misleading.

Yours sincerely

By order of the Board of Directors

InnoScience (Suzhou) Technology Holding Co., Ltd.

Dr. Weiwei Luo

Chairperson and Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Innoscience 英诺赛科

InnoScience (Suzhou) Technology Holding Co., Ltd.

英諾賽科(蘇州)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: 2577)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN THAT the 2025 second extraordinary general meeting (the "EGM") of InnoScience (Suzhou) Technology Holding Co., Ltd. (the "Company") will be held at 4:00 p.m. on Tuesday, November 18, 2025 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary Resolutions

1. To consider and approve the resolution on the adjustment to auditor's remuneration for 2025;
2. To consider and approve the resolution on the application to business registration authority for alteration of company's registered capital and filing of the Articles of Association.

By order of the board of directors

InnoScience (Suzhou) Technology Holding Co., Ltd.

Dr. Weiwei Luo

Chairperson and Executive Director

Hong Kong, October 27, 2025

As at the date of this notice, the Board comprises Dr. Weiwei Luo, Mr. Jay Hyung Son, Dr. Wu Jingang and Mr. Zhong Shan as executive directors; Dr. Wang Can, Ms. Zhang Yanhong and Ms. Cui Mizi as non-executive directors; and Mr. Wong Hin Wing, MH, JP, Dr. Yi Jiming, Dr. Yang, Simon Shi-Ning and Dr. Chan, Philip Ching Ho as independent non-executive directors.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. In accordance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"), all resolutions at the EGM will be voted on by poll (except where the Chairperson decides to allow a resolution on a procedural or administrative matter to be voted on by a show of hands). Poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint more than one proxy to attend and vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares to which each proxy relates shall be stated in the relevant proxy form. Every member present in person or by proxy shall have one vote for every share held by him.

3. In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 24 hours before the time appointed for holding the EGM (or any adjournment thereof), that is, not later than 4:00 p.m. on Monday, November 17, 2025. After completing and returning the proxy form, a shareholder of the Company may still attend and vote in person at the EGM, in which case the instrument appointing a proxy will be deemed to be revoked.

4. For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, November 13, 2025 to Tuesday, November 18, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. The record date will be Tuesday, November 18, 2025. In order to be eligible to attend and vote at the EGM, holders of unregistered H Shares of the Company must ensure that all transfers 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, for registration not later than 4:30 p.m. (Hong Kong time) on Wednesday, November 12, 2025, being the closing date for registration.

5. All times and dates referred to in this notice are Hong Kong time and dates.

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