Jacobio Pharmaceuticals Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Apr 26, 2024

JACOBIO PHARMACEUTICALS GROUP CO., LTD. 加科思藥業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1167)

FORM OF PROXY FOR THE 2024 ANNUAL GENERAL MEETING

I/We [(Note][1)] of beingof US$0.0001the registeredeach inholder(s)the capitalofof [(Note] JACOBIO [2)] PHARMACEUTICALS GROUP CO., LTD. (the “ Company ”), HEREBY APPOINT the chairman of the meetingshares or [(Note][3)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be physically held at 3:00 p.m. on Friday, June 7, 2024 at Building 8, Courtyard 105#, Jinghai 3rd Road, Beijing Economic-Technological Development Area, Beijing, PRC, for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the meeting and at the meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			For(Note 4)	For(Note 4)	Against(Note 4)	Against(Note 4)
1.	To receive and adopt the audited consolidated financial statements and the reports of				1
	the directors of the Company (the “Directors”) and auditor for the year ended
	December 31, 2023.
2.	(i) To re-elect Ms. Yunyan HU as an executive Director.				2(i)
	(ii) To re-elect Ms. Yanmin TANG as a non-executive Director.				2(ii)
	(iii) To re-elect Dr. Te-li CHEN as a non-executive Director.				2(iii)
	(iv) To authorize the board (the “Board”) of Directors		to fix the remuneration of the		2(iv)
	Directors.
3.	To appoint Deloitte Touche Tohmatsu as the auditor of		the Company and to authorize		3
	the Board to fix its remuneration.
4.	To grant a general mandate to	the Directors to allot, issue and deal with new shares of			4
	the Company (including any sale or transfer of the treasury shares of the Company on
	or after the Rule Amendment	Effective Date) not exceeding 20% of the total number
	of issued shares of the Company (excluding treasury shares, if any).
5.	To grant a general mandate to	the Directors to repurchase shares of the Company not			5
	exceeding 10% of the total number of issued shares of the Company (excluding
	treasury shares, if any) and the Company may hold such		repurchased shares in treasury
	on or after the Rule Amendment Effective Date.
6.	To extend the general mandate to issue new shares by adding the number of shares				6
	repurchased.

Signature [(Note][5)] :

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. 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).

3. If any proxy other than the chairman of the meeting is preferred, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to vote or abstain as he/she thinks fit. 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.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer duly authorised.

6. In the case of joint holders the vote of a senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the 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.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 3:00 p.m. on Wednesday, June 5, 2024) or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

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 meeting of the Company (the “Purposes”). 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 fulfil 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 Company/Computershare Hong Kong Investor Services Limited at the above address.