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

Sep 26, 2025

51149_rns_2025-09-26_53689df2-ca4d-444b-8578-9f6b5bde9ec7.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jenscare Scientific Co., Ltd., you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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Jenscare

健世科技

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)

(1) PROPOSED GRANTING OF GENERAL MANDATE

TO ISSUE SHARES; AND

(2) NOTICE OF THE 2025 SECOND

EXTRAORDINARY GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as defined in this circular.

A notice convening the EGM of Jenscare Scientific Co., Ltd. to 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. is set out on pages EGM-1 to EGM-5 of this circular.

A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.jenscare.com). If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof, and deposit it together with the notarized power of attorney or other document of authorization 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 H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares).

Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish and in such event, the proxy shall be deemed to be revoked. For the avoidance of doubt, holders of treasury shares, if any, shall abstain from voting at the Company's general meeting in connection to such treasury shares pursuant to the Listing Rules.

Reference to times and dates in this circular are to Hong Kong local times and dates.

September 26, 2025


CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD ... 4

NOTICE OF THE 2025 SECOND EXTRAORDINARY
GENERAL MEETING ... EGM-1

  • i -

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"Additional Shares"
additional H Shares, additional Domestic Shares and additional Unlisted Foreign Shares

"Articles" or "Articles of Association"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

"Board of Directors" or "Board"
the board of Directors

"China" or the "PRC"
the People's Republic of China, for the purpose of this circular, excluding the regions of Hong Kong, Macao Special Administrative Region of the PRC and Taiwan, China

"Company"
Jenscare Scientific Co., Ltd. (寧波健世科技股份有限公司), a joint stock company incorporated in the PRC with limited liability on March 23, 2021, whose H Shares are listed on the main board of the Stock Exchange (Stock code: 9877)

"Director(s)"
the director(s) of the Company

"Domestic Shares"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and are unlisted shares which are currently not listed or traded on any stock exchange

"EGM" or "2025 Second Extraordinary General Meeting"
the 2025 second extraordinary general meeting of the Company to be held on Wednesday, October 15, 2025 at 2:00 p.m., or any adjournment thereof

"Group"
the Company and its subsidiaries, or any one of them as the context may require or, where the context refers to any time prior to its incorporation, the business which its predecessors or the predecessors of its present subsidiaries, or any one of them as the context may require, were or was engaged in and which were subsequently assumed by it

  • 1 -

DEFINITIONS

"H Share(s)"
overseas listed foreign ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are to be subscribed for and traded in Hong Kong dollars and which are listed on the main board of the Stock Exchange

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Issue Mandate" or "General Mandate"
a general and unconditional mandate proposed to be granted to the Board at the EGM to allot, issue and/or deal with the Additional Shares not exceeding 20% of the total number of Shares (excluding any treasury shares), respectively, in issue on the date of passing the related resolution, subject to the conditions set out in the resolution proposed at the EGM for approving the general mandate

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

"Notice of the EGM"
the notice of EGM dated September 26, 2025, a copy of which is set out on pages EGM-1 to EGM-5 of this circular

"Relevant Period"
the period as set forth in the section headed "Letter from the Board — II. Resolution on General Mandate to Issue Shares" in this circular

"RMB" or "Renminbi"
Renminbi, the lawful currency of the PRC

"Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the Unlisted Shares and H Shares

"Shareholder(s)"
holder(s) of the Shares

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Supervisor(s)"
the supervisor(s) of the Company

"treasury shares"
has the meaning ascribed to it under the Listing Rules as amended from time to time

  • 2 -

  • 3 -

DEFINITIONS

"Unlisted Foreign Share(s)"
ordinary share(s) issued by our Company, with a nominal value of RMB1.00 each, which are subscribed for and paid for in currency other than RMB by foreign investors and are not listed or traded on any stock exchange

"Unlisted Share(s)"
Domestic Shares and Unlisted Foreign Shares

"%
per cent


LETTER FROM THE BOARD

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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)

Executive Director:
Mr. PAN Fei

Non-executive Directors:
Mr. LV Shiwen
Mr. TAN Ching
Mr. ZHENG Jiaqi
Ms. XIE Youpei
Mr. CHEN Xinxing

Independent Non-executive Directors:
Dr. LIN Shoukang
Ms. DU Jiliu
Dr. MEI Lehe

Registered office, headquarters and principal place of business in the PRC:
Block 5, B Area
No. 777 Binhai 4th Road
Hangzhou Bay New Area
Ningbo, Zhejiang Province
PRC

Principal Place of Business in Hong Kong:
40/F, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong

September 26, 2025

To the Shareholders:
Dear Sir/Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES; AND
(2) NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with the Notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM.

At the EGM, a special resolution will be proposed to consider, (and if thought fit) approve the grant of general mandate to the Board for the Company to issue convertible bonds and subsequently issue and deal with Additional Shares pursuant to the requirements of convertible bonds.


LETTER FROM THE BOARD

II. RESOLUTION ON GENERAL MANDATE TO ISSUE SHARES

To provide more flexibility and convenience for the purpose of fundraising of the Company, a special resolution will be proposed at the EGM by the Board, to consider and approve the granting of a General Mandate to the Board, which is only to be used by the Company to issue convertible bonds and subsequently issue Additional Shares pursuant to the requirements of convertible bonds, the aggregate amount of which not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of related resolutions, and to authorise the Board to make amendments to the Articles of Association accordingly as it deems appropriate so as to reflect relevant matters such as the registered capital and new capital structure of the Company upon the issue of Additional Shares pursuant to the Issue Mandate by the Shareholders. Details are as follows:

To consider and approve the Company to, subject to market conditions and the needs of the Company, 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 General 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));

ii. the total number of Shares 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 in lieu of the whole or part of a dividend on such Shares in accordance with 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;


LETTER FROM THE BOARD

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;

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 General Mandate in accordance with the relevant laws and regulations of the PRC (as amended from time to time), the Articles of Association and the Listing Rules 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.

  • 6 -

LETTER FROM THE BOARD

As at the date of this circular, the Company had 417,167,290 issued Shares (excluding any treasury shares). Subject to the passing of the resolution for the granting of the General Mandate and pursuant to the aforementioned Mandate, the Company would be entitled to issue, allot and deal with up to the maximum of 83,433,458 additional Shares on the basis that no further Shares will be issued, repurchased or cancelled or held in treasury by the Company prior to the EGM.

III. THE EGM

The EGM 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.. At the EGM, a special resolution will be proposed to consider and approve the grant of General Mandate to the Board to issue additional Shares. The notice convening the EGM is set out on pages EGM-1 to EGM-5 of this circular and published on the websites of the Stock Exchange (https://www.hkexnews.hk) and of the Company (https://www.jenscare.com), respectively.

IV. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the H Shareholders who are entitled to attend and vote at the EGM, the register of members of H Shares will be closed from Saturday, October 11, 2025 to Wednesday, October 15, 2025 (both days inclusive), during which period no share transfers of H Shares will be registered. The record date for determining the identity of the H Shareholders who are entitled to attend and vote at the EGM will be Wednesday, October 15, 2025.

In order to be eligible to attend and vote at the EGM, all properly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited 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.

V. FORM OF PROXY

The form of proxy of the EGM is enclosed and published on the websites of the Stock Exchange (https://www.hkexnews.hk) and of the Company (https://www.jenscare.com), respectively.


LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. If you are not able to attend the EGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof, and deposit it together with the notarized power of attorney or other document of authorization 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 H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares).

Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish and in such event, the proxy shall be deemed to be revoked.

VI. VOTING BY WAY OF POLL

Pursuant to Article 79 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be made by disclosed ballot unless a poll is demanded by law, administrative regulations or the listing rules of the exchange where the Company's Shares are listed. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As the proposed resolution does not relate purely to a procedural or administrative matter, accordingly, the resolution set out in the Notice of the EGM will be taken by way of poll.

On a poll, every Shareholder present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way. The trustee holding unvested H Shares of the H Share Scheme, whether directly or indirectly, is required to abstain from voting on matters that require Shareholders' approval pursuant to Rule 17.05A of the Listing Rules.

Save as disclosed herein, to the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the EGM pursuant to the Listing Rules and/or the Articles of Association. For the avoidance of doubt, holders of treasury shares, if any, shall abstain from voting at the EGM in connection to such treasury shares pursuant to the Listing Rules.

The announcement of the poll results of the EGM will be published on the website of the Stock Exchange (https://www.hkexnews.hk) and the website of the Company (https://www.jenscare.com), respectively, after the conclusion of the EGM in accordance with the requirements of Rule 13.39(5) of the Listing Rules.

  • 8 -

LETTER FROM THE BOARD

VII. RECOMMENDATIONS

The Board (including the independent non-executive Directors) considers that the above resolution proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the proposed resolution.

VIII. RESPONSIBILITY STATEMENT

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

Yours faithfully,

By order of the Board

Jenscare Scientific Co., Ltd.

Mr. PAN Fei

Executive Director and Chief Executive Officer

  • 9 -

NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

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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));


NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

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;

  • EGM-2 -

NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

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

  • EGM-3 -

NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

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.

  7. EGM-4 -