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

Apr 9, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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 Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of InnoScience (Suzhou) Technology Holding Co., Ltd. (the "Company") will be held at 4:00 p.m. on Wednesday, April 30, 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 2024 Annual Report of the Board of Directors (the "Board") of the Company.
2. To consider and approve the resolution on the 2024 Independent Non-executive Directors' Performance Report of the Company.
3. To consider and approve the 2024 Report of the Supervisory Committee of the Company.
4. To consider and approve the resolution of the 2024 Annual Financial Report of the Company.
5. To consider and approve the resolution on the 2024 Annual Financial Settlement Report of the Company.
6. To consider and approve the resolution on the 2024 Profit Distribution Plan of the Company.
7. To consider and approve the resolution on the 2024 Annual Report of the Company.
8. To consider and approve the resolution on the 2024 Environmental, Social and Governance Report of the Company.
9. To consider and approve the resolution on Directors' Remuneration for 2024.
10. To consider and approve the resolution on Supervisors' Remuneration for 2024.

11. To consider and approve the resolution on the Remuneration Plan for Directors and Supervisors for 2025.

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Special Resolutions

1. To consider and approve the resolution on the auditor’s remuneration for 2024 and appointment of auditor for 2025 and its remuneration.

2. To consider and approve the resolution to provide guarantees for subsidiaries.

3. To consider and approve the resolution for the grant of a general mandate to issue shares.

"That:

(a) Subject to the existing requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and subject to paragraph (b) below, a general and unconditional mandate is granted to the directors of the Company to (i) allot, issue and dispose of (including the sale or transfer of any treasury shares) additional ordinary shares in the share capital of the Company; (ii) make or grant offers, agreements or options which may require the exercise of such powers in accordance with all applicable laws, rules and regulations and the provisions of the Articles of Association during or after the relevant period (as defined below); (iii) make any amendments to the Articles of Association which it considers prudent to be necessary in relation to the issue of shares and the registered capital; and (iv) take any other actions and carry out any other procedures necessary to give effect to the issue and effect to the increase in the registered capital;

(b) The total number of shares authorized to be allotted or conditionally or unconditionally agreed to be allotted (including the disposal or transfer of any treasury shares) by the Directors pursuant to paragraph (a) above, other than shares allotted pursuant to:

(i) Rights Issue (as defined below);

(ii) Exercise of options in accordance with the share option scheme of the Company; and

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company pursuant to the articles of association of the Company shall not exceed 20% respectively of the total number of shares in issue (excluding any treasury shares) at the date of passing of this Resolution (subject to adjustment in the event of any consolidation or subdivision of shares of the Company after the date of passing of this Resolution); and

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(c) For the purposes of this resolution:

“Relevant period” means the period from the date of pass of this Resolution to the earliest of:

(i) At the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the Company is required by its articles of association or any applicable law to convene the next annual general meeting; and

(iii) the date on which the shareholders at a general meeting revoke or amend the authority set out in this resolution by a special resolution.

“Rights Issue” means an offer of Shares within a period specified by the Directors to the holders of Shares or any class of Shares of the Company whose names appear on the Register of Members on a specified record date in proportion to their then holdings of such Shares or class of Shares (subject to such exemptions or other arrangements as the Directors may consider necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).

1. To consider and approve the resolution for the grant of a general mandate to repurchase H shares.

“That:

(a) subject to compliance with the current provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and paragraph (b) below, generally and unconditionally (i) to exercise all the powers of the Company to repurchase the H Shares in accordance with all applicable laws, rules and regulations during the Relevant Period (as hereinafter defined); (ii) to make any amendments to the Articles of Association in relation to the repurchase of Shares and the change in registered capital as it may in its absolute discretion deem necessary; and (iii) to take any other actions and carry out any other procedures as may be necessary to effect the repurchase and to effect the reduction of registered capital;

(b) the total number of H shares of the Company to be repurchased pursuant to the authority in paragraph (a) above shall not exceed 10% of the total number of H shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the event of any consolidation or sub-division of the Company’s shares after the date of passing of this resolution); and

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(c) For the purposes of this resolution:

“Relevant period” means the period from the passing of this Resolution to the earliest of:

(i) At the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the Company is required by its articles of association or any applicable law to convene the next annual general meeting; and

(iii) the date on which the shareholders at a general meeting revoke or amend the authority set out in this resolution by a special resolution.”

By order of the board of directors

InnoScience (Suzhou) Technology Holding Co., Ltd.

Dr. Weiwei Luo

Chairperson and Executive Director

Hong Kong, April 9, 2025

As at the date of this announcement, 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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Note:

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 meetings 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 meetings 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 general meeting (or any adjournment thereof), that is, not later than 4:00 p.m. on Tuesday, April 29, 2025. After completing and returning the proxy form, a shareholder of the Company may still attend and vote in person at the meeting, 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 General Meeting, the register of members of the Company will be closed from Friday, April 25, 2025 to Wednesday, April 30, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the AGM, 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 Thursday, April 24, 2025, being the closing date for registration.

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

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