Jenscare Scientific Co., Ltd. — Proxy Solicitation & Information Statement 2025

Sep 26, 2025

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.

Jenscare Scientific Co., Ltd.
寧波健世科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 9877)

NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 second extraordinary general meeting (the "EGM") of Jenscare Scientific Co., Ltd. (the "Company") will be held at Meeting Room, 3/F, Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC on Wednesday, October 15, 2025 at 2:00 p.m. for the following purpose:

SPECIAL RESOLUTION

A. To consider and approve the Company subject to market conditions and the needs of the Company, to grant to the Board a general mandate ("Issue Mandate"), which is only to be used by the Company to issue convertible bonds and subsequently issue Additional Shares, additional Domestic Shares, and additional Unlisted Foreign Shares ("Additional Shares") pursuant to the requirements of convertible bonds, subject to terms and conditions set out in this resolution, to issue and deal with, whether separately or concurrently, the General Mandate of Additional Shares subject to the requirements of the aforementioned Issue Mandate, determining to make or sell offers, agreements, share options, power to exchange for or convert into Shares or other powers which require or might require the issue of Additional Shares (such Additional Shares being subject to a maximum of 20% of the number of issued Shares (excluding any treasury shares) as at the date of approval of this resolution during the Relevant Period (as defined in (ix))):

i. such Issue Mandate shall not extend beyond the Relevant Period (as defined in (ix)) save that the Board during the Relevant Period (as defined in (ix)) make or grant issuance proposals, purchase rights or agreements which might require the exercise of such powers after the end of the Relevant Period (as defined in (ix));

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ii. the total number of Shares of the Company approved to be issued or agreed conditionally or unconditionally to be issued through the Issue Mandate by the Board, shall not exceed 20% of the number of issued Shares (excluding any treasury shares) at the date of the passing of this resolution, otherwise than pursuant to (i) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (ii) any scrip dividend scheme or similar arrangement providing for the allotment of such Shares of the Company in lieu of the whole or part of a dividend on such Shares in accordance with the articles of association of the Company (the "Articles of Association");

iii. the Board be authorized to formulate and implement detailed issuance plan in the exercise of the aforementioned Issue Mandate, including but not limited to the class of new Shares to be issued, pricing mechanism and/or issuance/conversion/exercise price (including price range), method of issuance, quantity of issuance, allottees and use of proceeds;

iv. the Board be authorized to engage professional advisers for matters related to the Issue Mandate and such Additional Shares which may be converted upon exercise of the Issue Mandate, and to approve and execute all acts, deeds, documents and other related matters which are necessary, appropriate or advisable for the share issuance; to approve and execute, on behalf of the Company, agreements related to the issuance, including but not limited to underwriting agreements, engagement agreements of professional advisers;

v. the Board be authorized to approve and execute, on behalf of the Company, documents in connection with the Issue Mandate and such Additional Shares which may be converted upon exercise of the Issue Mandate to be submitted to relevant regulatory authorities, to carry out relevant approval procedures required by regulatory authorities and place where the Company is listed, and to complete all necessary filings, registrations and records procedures with the relevant government authorities of China, Hong Kong and/or any other regions and jurisdictions (if applicable);

vi. the Board be authorized to amend, as required by regulatory authorities within or outside the PRC, the relevant agreements and statutory documents;

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vii. the Board be authorized, upon the issuance of additional Shares pursuant to the Issue Mandate, to increase the registered capital of the Company after the issuance of Shares and to make corresponding amendments to the Articles of Association relating to share capital and shareholdings, etc., and to authorize the management of the Company to carry out the relevant procedures;

viii. the Board will only exercise its power under such Issue Mandate in accordance with the relevant laws and regulations of the PRC (as amended from time to time), the Articles of Association and the Rule Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and only if all necessary approvals from the China Securities Regulatory Commission, the Stock Exchange and/or other relevant PRC government authorities are obtained; and

ix. for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until the earlier of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of a period of twelve months following the passing of this resolution at the EGM; or

(c) the time at which the authority conferred by this resolution is revoked or varied by a special resolution in a general meeting of the Company.

Details of the above resolution are set out in the circular of the Company published on September 26, 2025 (the "Circular") in relation to the EGM. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the Circular.

By order of the Board

Jenscare Scientific Co., Ltd.

Mr. PAN Fei

Executive Director and Chief Executive Officer

Hong Kong, September 26, 2025

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Notes:

1. The register of members of H Shares of the Company will be closed for the following period: The holders of the Company's H shares are reminded that for determining the right of Shareholders to attend and vote at the EGM, the register of members of H shares of the Company will be closed from Saturday, October 11, 2025 to Wednesday, October 15, 2025, (both days inclusive), during which period, no transfer of shares will be registered. In order to be qualified for attending and voting at the EGM, all the share transfer documents should be lodged for registration with Computershare Hong Kong Investor Services Limited, the Company's H Share Registrar in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, October 10, 2025.

2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder. Where a Shareholder appoints more than one proxy, his/her/its proxies can only vote in a poll. For the avoidance of doubt, holders of treasury shares of the Company, if any, shall abstain from voting at the Company's general meeting in connection to such treasury shares pursuant to the Listing Rules.

3. To be valid, the proxy form enclosed with this circular ("Proxy Form") shall be used by Shareholders wishing to appoint a proxy and, if such Proxy Form is signed by a person authorized by a Shareholder pursuant to a power of attorney or other authority, a notarized copy of that power of attorney or other authority must be delivered together with the Proxy Form to (i) the Company's registered office, headquarters and principal place of business in the PRC at Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC (for holders of Unlisted Shares); or (ii) the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) not less than 24 hours before the time designated for the commencement of the EGM or any adjournment thereof. The Proxy Form can also be downloaded from the Company's website at https://www.jenscare.com or the website of the Stock Exchange at https://www.hkexnews.hk, respectively. Completion and return of the Proxy Form will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish and in such event, the proxy shall be deemed to be revoked.

4. A Shareholder or his/her/its proxy shall produce proof of identity when attending the EGM. If a corporate Shareholder appoints its representative to attend the meeting, such representative shall produce proof of identity and a copy of the resolution of the board of directors or governing body of such Shareholder.

5. In accordance with the Articles of Association, where there are joint registered Shareholders, only the first named Shareholder in the register of members is entitled to receive this notice, attend the EGM and exercise voting rights.

6. The EGM is expected to last for about half a day. Shareholders or their proxies attending the EGM shall be responsible for their own transportation, food and lodging.

As at the date of this notice, the board of directors of the Company comprises Mr. PAN Fei, as an executive Director; Mr. LV Shiwen, Mr. TAN Ching, Mr. ZHENG Jiaqi, Ms. XIE Youpei and Mr. CHEN Xinxing, as non-executive Directors; and Dr. LIN Shoukang, Ms. DU Jiliu and Dr. MEI Lehe, as independent non-executive Directors.