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.

倪世科技

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) 2025 REPORT OF THE BOARD OF DIRECTORS
(2) 2025 AUDITED FINANCIAL STATEMENTS
(3) 2025 ANNUAL REPORT
(4) 2025 PROFIT DISTRIBUTION PLAN
(5) RE-APPOINTMENT OF AUDITOR
(6) REMUNERATION OF DIRECTORS
(7) PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
(8) PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE H SHARES
AND
(9) NOTICE OF 2025 ANNUAL GENERAL MEETING

A notice convening the AGM 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 Thursday, 28 May 2026 at 2:00 p.m. is set out on pages 19 to 24 of this circular.

A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of the Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.jenscare.com). If you are not able to attend the AGM, 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 AGM 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 AGM should you so wish and in such event, the proxy shall be deemed to be revoked. For avoidance of doubt, holders of treasury shares, if any, shall abstain from voting at the AGM.

28 April 2026

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 4

APPENDIX I — PROPOSED GRANTING OF REPURCHASE MANDATE 13

APPENDIX II — EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 15

NOTICE OF 2025 ANNUAL GENERAL MEETING 19

DEFINITIONS

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

"AGM" or "Annual General Meeting" the 2025 annual general meeting of the Company to be held on 28 May 2026 at 2:00 p.m., or any adjournment thereof

"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

"CCASS" the Central Clearing and Settlement System established and operated by HKSCC

"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 People's Republic of China and Taiwan, China

"China Securities Regulatory Commission" the China Securities Regulatory Commission (CSRC), a national regulatory body responsible for overseeing and regulating the securities and futures markets in PRC

"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 23 March 2021, whose H Shares are listed on the main board of the Stock Exchange (Stock code: 9877), or where the context requires (as the case may be), its predecessor Ningbo Jenscare Biotechnology Co., Ltd. (寧波健世生物科技有限公司), a limited liability company established in the PRC on 8 November 2011

"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

"Global Offering" the global offering of the H Shares, details of which are set forth in the Prospectus

DEFINITIONS

"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

"H Share(s)"
overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed and traded on the Stock Exchange

"H Share Scheme"
the H Share award scheme approved and passed by the Shareholders at the extraordinary general meeting held on 15 December 2023, and was subsequently amended by an ordinary resolution of the Company passed on 19 September 2024

"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

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

"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Board at the AGM, which is only to be used by the Company to issue convertible bonds and subsequently issue additional Shares pursuant to the conversion of the convertible bonds, with the aggregate amount not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of related resolution, subject to the conditions set out in the resolution proposed at the AGM for approving the general mandate

"Latest Practicable Date"
22 April 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular

DEFINITIONS

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

"Notice of the AGM"
the notice of AGM dated 28 May 2026, a copy of which is set out on pages 19 to 24 of this circular

"Prospectus"
the prospectus of the Company dated 23 September 2022

"Repurchase Mandate"
a general mandate proposed to be granted to the Directors as set out in the Notice of the AGM, and to determine such Shares repurchased shall be held as treasury shares by the Company or otherwise cancelled

"RMB"
Renminbi, the lawful currency of the PRC

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

"Share(s)"
the 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

"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong from time to time

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

"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 on any stock exchange

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

"%"
per cent

LETTER FROM THE BOARD

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

28 April 2026

To the Shareholders:

Dear Sir or Madam,

LETTER FROM THE BOARD

I. INTRODUCTION

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

At the AGM, the following ordinary resolutions and special resolutions will be proposed to consider, (and if thought fit) approve the following:

ORDINARY RESOLUTIONS

(1) the report of the Board of Directors for the year 2025 (the “2025 Report of the Board of Directors”);

(2) the audited consolidated financial statements of the Group for the year 2025 (the “2025 Audited Financial Statements”);

(3) the annual report of the Group for the year 2025 (the “2025 Annual Report”)

(4) the profit distribution plan of the Company for the year 2025 (the “2025 Profit Distribution Plan”)

(5) the re-appointment of auditor of the Company for the year 2026;

(6) to determine the remuneration of the Directors;

SPECIAL RESOLUTIONS

(7) the proposed granting of general mandate to issue Shares;

(8) the proposed granting of general mandate to repurchase H Shares.

LETTER FROM THE BOARD

II. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTIONS

(1) 2025 Report of the Board of Directors

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Report of the Board of Directors, the full text of which is set out in the 2025 Annual Report.

(2) 2025 Audited Financial Statements

An ordinary resolution will be proposed at the AGM to consider and approve the audited consolidated financial statements for 2025, the full text of which is set out in the 2025 Annual Report.

(3) 2025 Annual Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Annual Report. The 2025 Annual Report is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jenscare.com).

(4) 2025 Profit Distribution Plan

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Profit Distribution Plan. Based on the financial position and the operation and development status of the Company, the Company did not have any profit available for distribution so far. The Company has decided not to make profit distribution or convert the capital reserve to increase the registered capital in 2025.

(5) Re-appointment of auditor for the year 2026

An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of Ernst & Young to be the auditor of the Company for 2026 with a term commencing from the date of approval at the AGM until the conclusion of the 2026 annual general meeting of the Company, and authorise the Board to determine the specific matters, in relation to such re-appointment.

For the financial year ending 31 December 2026, the estimated audit fees payable to Ernst & Young for the audit of the consolidated financial statements of the Company and its subsidiaries are expected to range from approximately RMB1,700,000 to RMB2,400,000 (excluding out-of-pocket expenses).

The estimated audit fees were determined by the Company and Ernst & Young after due consideration and an arm's length negotiation, having taken into account the factors such as the scale, nature and complexity of the Group's business operations, the expected scope of the audit (covering the consolidated financial statements prepared in accordance

LETTER FROM THE BOARD

with Hong Kong Financial Reporting Standards), the audit schedule, and the proposed seniority level and composition of the professional staff to be deployed. In addition, the estimated audit fees were also determined based on the assumptions that there will be no material changes in the Group's operating conditions, accounting policies or regulatory environment during the financial year, and that the Company will provide sufficient assistance and information in a timely manner as reasonably required for the audit.

The final audit fees should not deviate materially from the estimated amount initially disclosed unless there are material changes to the aforementioned bases or assumptions. In the event of any material changes, the Company will make further disclosures in a timely manner.

(6) The remuneration of the Directors

An ordinary resolution will be proposed at the AGM to consider and approve the 2026 remuneration plan for the Directors formulated in accordance with the Company's internal policies and relevant regulatory requirements.

The 2026 annual remuneration of independent non-executive Directors of the Company shall not exceed RMB200,000 per person before tax. The 2026 annual remuneration of the chairman of the Board shall not exceed RMB2,000,000 before tax. The executive Director and non-executive Directors shall not be entitled to any Directors' remuneration for their roles as Directors, but shall be entitled to remuneration based on their other employment in the Company in accordance with the Company's relevant policies (if applicable).

SPECIAL RESOLUTIONS

(7) Proposed granting of general mandate to issue Shares

To provide more flexibility and convenience for the purpose of capital raising of the Company, a special resolution will be proposed at the AGM by the Board, to consider and approve the granting of 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 conversion of the convertible bonds, with the aggregate amount not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of related resolution, 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 granting of general mandate to the Board, subject to market conditions and the needs of the Company, to issue and deal with, whether separately or concurrently, additional Shares subject to the requirements of the aforementioned Issue Mandate, and to determine to make or sell offers, agreements, share options, power to exchange for or convert into Shares or other powers which require or may require the issue of additional Shares (such additional Shares being subject to a

LETTER FROM THE BOARD

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 extending beyond the Relevant Period (as defined in (ix)) save that the Board during the Relevant Period (as defined in (ix)) makes or grants offering proposals, purchase rights or agreements which may 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 exceeding 20% of the number of issued Shares (excluding any treasury shares) as at the date of 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;

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 sign all acts, deeds, documents and other related matters which are necessary, appropriate or advisable for the share issuance; to approve and sign, 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 sign, 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 the PRC, 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, among others, share capital and shareholdings, and to authorize the management of the Company to carry out the relevant procedures;

LETTER FROM THE BOARD

viii. the Board will only exercise its power under such Issue Mandate only 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 after obtaining all necessary approvals from the China Securities Regulatory Commission, the Stock Exchange and/or other relevant PRC government authorities; and

ix. for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is 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 AGM; or

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

As at the Latest Practicable Date, the Company had 417,167,290 issued Shares (excluding any treasury shares). Subject to the passing of the resolution for the granting of the Issue Mandate and pursuant to the aforementioned mandate, the Company would be entitled to issue 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 AGM.

(8) Proposed granting of general mandate to repurchase H Shares

In order to give the Company the flexibility to repurchase H Shares (include any sale or transfer of treasury shares) if and when appropriate, a special resolution will be proposed at the AGM to approve the granting of the general mandate to the Directors to repurchase H Shares listed on the Stock Exchange of not exceeding 10% of the total number of issued H Shares (excluding any treasury shares) as of the date of passing of the proposed special resolution at the AGM, and to determine whether such repurchased H Shares shall be held as treasury shares by the Company or otherwise be cancelled. The Repurchase Mandate is subject to the consideration and approval by the Shareholders at the AGM.

As at the Latest Practicable Date, the Company had 310,306,209 H Shares in issue. Assuming the number of Shares remains unchanged as at the date of passing of the special resolution, the Company will be entitled to repurchase up to 31,030,620 H shares, representing approximately 10% of the total number of issued H Shares (excluding any treasury shares) and approximately 7.44% of the total number of issued Shares (excluding any treasury shares).

LETTER FROM THE BOARD

Pursuant to Rule 10.06(5) of the Listing Rules, the H Shares repurchased by the Company shall be held as treasury shares or cancelled.

As at the Latest Practicable Date, the Company has no treasury shares.

Further details of the special resolution to be passed with respect to the grant of the Repurchase Mandate are set out in Appendix I to this circular. An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.

The Repurchase Mandate is valid for the period from the date of passing of the resolution at the AGM until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of a period of twelve months following the passing of this resolution at the AGM; and (iii) the time at which the authorisation conferred by this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting of the Company.

The source of funds for the repurchase of H Shares will be from the internal resources of the Company (which may include surplus funds (other than the net proceeds raised from the Global Offering) and retained profits) legally available for repurchase of shares in accordance with its Articles of Association, the laws of the PRC and/or any other applicable laws, as the case may be.

III. THE AGM

The AGM is scheduled 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 Thursday, 28 May 2026 at 2:00 p.m. Notice convening the AGM is set out on pages 19 to 24 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.jenscare.com).

IV. CLOSURE OF REGISTER OF MEMBERS AND RECORD DATE

For the purpose of determining the identity of the Shareholders who are entitled to attend and vote at the AGM, the register of members will be closed from Friday, 22 May 2026 to Thursday, 28 May 2026 (both days inclusive), during which period no share transfers will be registered. The record date for determining the entitlement of the Shareholders to attend and vote at the AGM is Thursday, 28 May 2026.

In order to be eligible to attend and vote at the AGM, 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 Thursday, 21 May 2026.

10 -

LETTER FROM THE BOARD

V. FORM OF PROXY

The form of proxy of the AGM is enclosed herein and published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.jenscare.com).

If you intend to appoint a proxy to attend the AGM, 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 AGM, please complete the form of proxy in accordance with the instructions printed thereon and return it as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM 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 AGM should you so wish and in such event, the proxy will be deemed to be revoked.

VI. VOTING BY WAY OF POLL

Pursuant to 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 resolutions do not relate purely to a procedural or administrative matter, accordingly, each of the resolutions set out in the Notice of the AGM 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 authorized 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. Pursuant to a concert party agreement dated March 16, 2021, Mr. LV Shiwen and Ms. LI Hui have been acting in concert in the management and operation of the Company, its subsidiaries, and any predecessors of the same. As of the Latest Practicable Date, Mr. LV Shiwen, the chairman of the Board of the Company, controls the general partner of each of Ningbo Sangdi Investment Management L.P. (Limited Partnership) (寧波桑迪投資管理合夥企業(有限合夥)), Ningbo Mukang Venture Capital Partnership (Limited Partnership) (寧波沐康創業投資合夥企業(有限合夥)), Ningbo Kefeng Investment Management L.P. (Limited Partnership) (寧波銅灘投資管理合夥企業(有限合夥)) and Hainan Maidi Enterprise Management L.P. (Limited Partnership) (海南脈迪企業管理合夥企業(有限合夥)), namely, Ningbo Dixiang Venture Capital Co., Ltd. (寧波迪翔創業投資有限公司). Ningbo Linfeng Biotechnology Co., Ltd. (寧波麟灘生物科技有限公司) is owned as to 65% by Shanghai Shidi Industrial Development Co., Ltd. (上海仕地實業發展有限公司), which in turn is wholly-owned by Ms. LI Hui. As a result of the above, each of Mr. LV Shiwen, Ms. LI Hui,

11 -

LETTER FROM THE BOARD

Ningbo Sangdi Investment Management L.P. (Limited Partnership), Ningbo Mukang Venture Capital Partnership (Limited Partnership), Ningbo Kefeng Investment Management L.P. (Limited Partnership), Hainan Maidi Enterprise Management L.P. (Limited Partnership), Shanghai Shidi Industrial Development Co., Ltd., Ningbo Linfeng Biotechnology Co., Ltd. and Ms. DU Jiliu will be required to abstain from voting on the sixth resolution proposed at the AGM concerning the remuneration of the Directors. 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 AGM. For avoidance of doubt, holders of treasury shares, if any, shall abstain from voting at the AGM in respect of such treasury shares, as required under the Listing Rules.

The announcement of the poll results of the AGM will be published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.jenscare.com) after the conclusion of the AGM in accordance with the requirements of the Listing Rules.

VII. RECOMMENDATION

The Board (including independent non-executive Directors) considers that all the resolutions proposed at the AGM 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 these proposed resolutions.

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.

IX. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By order of the Board

Jenscare Scientific Co., Ltd.

Mr. PAN Fei

Executive Director and Chief Executive Officer

12 -

APPENDIX I PROPOSED GRANTING OF REPURCHASE MANDATE

In order to meet the need of the Company's business development, in accordance with the requirements of relevant laws and regulations, the listing rules of the stock exchanges in the place where the Shares are listed and the Articles of Association of Jenscare Scientific Co., Ltd., the Board intends to propose at the AGM to generally and unconditionally authorise the Board to repurchase the H Shares. The specific authorisation is as follows:

I. Subject to the restrictions set forth in items II and III below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to repurchase the H Shares listed on the Stock Exchange, subject to and in accordance with all applicable laws, regulations and rules and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange or any other governmental or regulatory body be and is hereby approved;

II. The aggregate nominal amount of H Shares authorised to be repurchased by the Company pursuant to the approval mentioned above during the Relevant Period (as defined below) shall not exceed 10% of the total number of H Shares (excluding any treasury shares) and approximately 7.44% of the Company's total issued share capital (excluding any treasury shares) in issue as at the date of the passing of this resolution at the AGM, respectively;

III. The approval mentioned in item I above shall be conditional upon satisfaction of all the following conditions:

The special resolution regarding the grant of the repurchase mandate having been approved at the Annual General Meeting; and
The Company having obtained the approval from and/or filed to the State Administration of Foreign Exchange (or its successor authority) and/or any other regulatory authorities (if applicable) as may be stipulated under the PRC laws, rules and regulations.

IV. Subject to the approval of all relevant government authorities in the PRC for the repurchase of such shares of the Company being granted and subject to the abovementioned conditions, the Board be and is hereby authorised to:

Formulate and implement the specific repurchase plans, including but not limited to repurchase price and number of repurchased H Shares, and determine the time and duration of repurchase, etc.;
Issue announcements in accordance with the requirements of the relevant laws, regulations, normative documents and the Articles of Association;
13 -

APPENDIX I PROPOSED GRANTING OF REPURCHASE MANDATE

Open overseas share and capital accounts and carry out the related changes of foreign exchange registration procedures;
Carry out the relevant approval and filing procedures as required by regulatory authorities and the stock exchanges in the place where the Shares are listed;
Carry out, execute and implement all such documents, do all such acts and things or take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the repurchase of H Shares in accordance with the requirements of relevant laws and regulations and the listing rules of the stock exchanges in the place where the Shares are listed;
Carry out the cancellation procedures for repurchased H Shares but not held as treasury shares, reducing the registered capital of the Company, and make amendments which it deems appropriate to the Articles of Association to reflect the relevant provisions such as the total amount of share capital, share capital structure of the Company, and carry out the relevant statutory registrations and filing procedures in relation to the Articles and handling the procedures for registration and filing at home and abroad;
Execute and handle other documents and matters related to the repurchase of H Shares; and
Agreeing that the Board authorises any one of the Directors and other authorised persons to handle the above specific matters within the scope of the above authorisation.

V. For the purpose of this resolution, the "Relevant Period" means the period from passing of this resolution at the general meeting of the Company, until whichever is the earliest of:

Upon conclusion of the next annual general meeting of the Company;
The expiration of a period of twelve months following the passing of this resolution at the AGM; or
The time at which the authorisation conferred by this resolution is revoked or varied by a special resolution of the Shareholders at a general meeting of the Company.
14 -

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 106,861,081 Unlisted Shares and 310,306,209 H Shares. Subject to the passing of the special resolution set out in the AGM Notice in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company (excluding any treasury shares) remains unchanged from the Latest Practicable Date to the date of the AGM, i.e. comprising 106,861,081 Unlisted Shares and 310,306,209 H Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the Relevant Period (as defined below), a total of 31,030,620 H Shares, representing approximately 10% of the total number of H Shares in issue (excluding any treasury shares) and approximately 7.44% of the Company's total issued share capital (excluding any treasury shares) as at the date of the AGM. The exercise of the Repurchase Mandate is further subject to:

(i) The special resolution regarding the grant of the repurchase mandate having been approved at the Annual General Meeting; and

(ii) The Company having obtained the approval from and/or filed to the State Administration of Foreign Exchange (or its successor authority) and/or any other regulatory authorities (if applicable) as may be stipulated under the PRC laws, rules and regulations.

The "Relevant Period" means the period from the passing of the resolution at the AGM, until whichever is the earliest of:

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

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

(iii) the time at which the authorisation conferred by this resolution is revoked or varied by a special resolution of the Shareholders at a general meeting of the Company.

15 -

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

2. REASONS FOR SHARE REPURCHASE

The Directors believe that a general mandate granted by the Shareholders to enable the Company to repurchase its H Shares is to maintain stability of the Company's operations, development and share price, to safeguard and protect the long-term interests of the Shareholders, to promote the maximization of Shareholders' value, to further improve and refine the long-term incentive and talent retention mechanism, and to ensure the sustainable operations and healthy development of the Company.

3. FUNDING OF SHARE REPURCHASE

In repurchasing its H Shares, the Company intends to apply funds from its internal resources (which may include surplus funds (other than the net proceeds raised from the Global Offering) and retained profits) legally available for such purpose in accordance with its Articles of Association, the Listing Rules, the laws of the PRC and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

The amount of financing required for the Company to purchase or acquire its H Shares, and the impact on the Company's financial position, cannot be ascertained as at the Latest Practicable Date as these will depend on whether the H Shares are purchased or acquired out of capital or profits, the number of H Shares purchased or acquired and the price at which such H Shares were purchased or acquired. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Repurchase Mandate is to be carried out in full at any time during the Relevant Period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

16 -

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices at which the H Shares traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

Month	H Share Prices
	Highest HK$	Lowest HK$
2025
April	6.79	3.38
May	8.86	5.23
June	9.88	7.60
July	9.60	7.68
August	9.54	8.01
September	10.27	7.82
October	11.98	9.78
November	11.98	8.60
December	10.50	8.33
2026
January	9.81	7.61
February	9.37	7.04
March	10.02	7.80
April (up to the Latest Practicable Date)	9.93	8.28

6. GENERAL

To the best of the Directors' knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any H Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders at the AGM.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders at the AGM.

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors undertake to exercise the power of the Company to repurchase H Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the PRC.

The Company may cancel such repurchased H Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in the case of payment of dividends or making of distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions, or take any other appropriate measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.

The Company confirms that neither this explanatory statement nor the repurchase of H Shares has any unusual features.

7. TAKEOVERS CODE

If as a result of a repurchase of H Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of the repurchase of H Shares pursuant to the Repurchase Mandate.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the H Shares (whether on the Stock Exchange, or otherwise).

18 -

NOTICE OF 2025 ANNUAL GENERAL MEETING

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 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 annual general meeting (the "AGM") 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 Thursday, 28 May 2026 at 2:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

To consider and approve the resolution on the report of the Board of Directors of the Company for the year 2025.
To consider and approve the resolution on the audited consolidated financial statements of the Group for the year 2025.
To consider and approve the resolution on the annual report of the Group for the year 2025.
To consider and approve the resolution on the profit distribution plan of the Company for the year 2025.
To consider and approve the re-appointment of Ernst & Young as the auditor of the Company for 2026, for a term commencing from the date of approval at the AGM until the conclusion of the 2026 annual general meeting of the Company, and authorise the Board to determine the specific matters, including but not limited to their remunerations, in relation to such re-appointment.
To determine the remuneration of the Directors.
19 -

NOTICE OF 2025 ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

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)):

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 not exceeding 20% of the number of issued Shares (excluding any treasury shares) as at the date of 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 of the Company (the “Articles of Association”);

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 sign all acts, deeds, documents and other related matters which are necessary, appropriate or advisable for the share issuance; to approve and sign, on behalf of the Company, agreements related to the issuance, including but not limited to underwriting agreements, engagement agreements of professional advisers;

20 -

NOTICE OF 2025 ANNUAL GENERAL MEETING

v. the Board be authorized to approve and sign, 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 the PRC, 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, among others, share capital and shareholdings, 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 only 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 obtaining all necessary approvals from the China Securities Regulatory Commission, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and/or other relevant PRC government authorities; and

ix. for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is 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 AGM; or

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

To consider and if thought fit, pass with or without amendments, the following resolution regarding the proposed granting of general mandate to repurchase H Shares:

i. subject to the restrictions set forth in paragraphs (ii) and (iii) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to repurchase the H shares of the Company (the "H Shares") listed on the Stock Exchange, and to determine whether such repurchased H Shares shall be held as treasury shares by the Company or otherwise be cancelled, subject to and in accordance with all applicable laws, regulations and rules and/or requirements of the governmental or regulatory body of securities in the

21 -

NOTICE OF 2025 ANNUAL GENERAL MEETING

PRC, the Stock Exchange or any other governmental or regulatory body be and is hereby approved;

ii. the aggregate nominal amount of H Shares authorized to be repurchased by the Company pursuant to the approval mentioned above during the Relevant Period (as defined below) representing approximately 10% of the Company's total number of H Shares (excluding any treasury shares) and approximately 7.44% of the Company's total issued share capital (excluding any treasury shares) as at the date of passing this resolution;

iii. The item i approval mentioned above shall be conditional upon satisfaction of all the following conditions:

(a) The special resolution regarding the grant of the repurchase mandate having been approved at the Annual General Meeting; and

(b) The Company having obtained the approval from and/or filed to the State Administration of Foreign Exchange (or its successor authority) and/or any other regulatory authorities (if applicable) as may be stipulated under the PRC laws, rules and regulations.

iv. Subject to the approval of all relevant government authorities in the PRC for the repurchase of such shares of the Company being granted and subject to the abovementioned conditions, the Board be and is hereby authorized to:

(a) formulate and implement the specific repurchase plans, including but not limited to repurchase price and number of repurchased H Shares, and determine the time and duration of repurchase;

(b) issue announcements in accordance with the requirements of the relevant laws, regulations, normative documents and the Articles of Association;

(d) carry out the relevant approval and filing procedures as required by regulatory authorities and the stock exchanges of the place where the shares of the Company are listed;

22 -

NOTICE OF 2025 ANNUAL GENERAL MEETING

(e) carry out, execute and implement all such documents, do all such acts and things or take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the repurchase of H Shares in accordance with the requirements of relevant laws and regulations and the listing rules of the stock exchanges of the place where the shares of the Company are listed;

(f) carry out the cancellation procedures for repurchased H Shares but not held as treasury shares, reduce the registered capital, and make amendments which it deems appropriate to the Articles of Association to reflect the relevant provisions such as the total share capital and shareholding structure of the Company, and carry out the relevant statutory registrations and filing procedures at home and abroad;

(g) execute and handle other documents and matters related to the repurchase of the H Shares; and

(h) agree that the Board authorises any one of the Directors and other authorized persons to handle the above specific matters within the scope of the above authorisation.

v. For the purpose of this resolution, the "Relevant Period" means the period from the passing of the resolution at the AGM, until whichever is the earliest 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 AGM; or

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

Details of the above resolutions are set out in the circular of the Company to be published on 28 April 2026 (the "Circular") in relation to the AGM. Unless otherwise indicated, capitalized terms used in this notice 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, 28 April 2026

NOTICE OF 2025 ANNUAL GENERAL MEETING

Notes:

The register of members of the Company will be closed for the following period: The holders of the Company's H Shares are reminded that pursuant to the Articles of Association and for determining the right of Shareholders to attend and vote at the AGM, the register of members of H Shares of the Company will be closed from Friday, 22 May 2026 to Thursday, 28 May 2026 (both days inclusive), during which period, no transfer of shares will be registered. In order to be qualified for attending and voting at the AGM, 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 Thursday, 21 May 2026. The record date for determining the entitlement of the Shareholders to attend and vote at the AGM is Thursday, 28 May 2026.
Any Shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder of the Company. Where a Shareholder of the Company appoints more than one proxy, his/her/its proxies can only vote in a poll. For the avoidance of doubt, holders of treasury shares, if any, shall abstain from voting at the AGM in respect of such treasury shares, as required under the Listing Rules.
To be valid, the proxy form enclosed with this circular ("Proxy Form") shall be used by Shareholders of the Company 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 not less than 24 hours before the time designated for the commencement of the AGM or any adjournment thereof. The Proxy Form can also be downloaded from the Company's website (www.jenscare.com) or the website of the Stock Exchange (www.hkexnews.hk), respectively.
A Shareholder or his/her/its proxy shall produce proof of identity when attending the AGM. 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.
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 AGM and exercise voting rights.
The AGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the AGM shall be responsible for their own transportation, food and lodging.
24 -

AI assistant

Jenscare Scientific Co., Ltd. Proxy Solicitation & Information Statement 2026

51149_rns_2026-04-28_bbcde012-f19f-45c5-a03d-2348d8fe1c84.pdf

Jenscare Scientific Co., Ltd.

I. INTRODUCTION

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS