JOINN Laboratories (China) Co., Ltd. — Proxy Solicitation & Information Statement 2021

Dec 29, 2021

JOINN LABORATORIES (CHINA) CO., LTD. 北京昭衍新藥研究中心股份有限公司

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

(Stock code: 6127)

PROXY FORM

FOR THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022 TO BE HELD ON WEDNESDAY, JANUARY 19, 2022 (OR AT ANY ADJOURNMENT THEREOF)

	I/We (Note 1) of (Note 2) being the registered holder(s) of (Note 3) share capital of the JOINN Lab or of (address) to act as my/our proxy to attend and vo p.m. on Wednesday, January 19, 2022 at and at any adjournment thereof and to e of the Company in respect of the resolu I/We wish my/our proxy to vote as in	te 1)
	No. O				RDINARY RESOLUTIONS FOR(Note 6)
	1 The adoption of the 2021 A				Share Employee Stock Ownership Plan
	2 The proposed adoption of the Administrative Measures on the 2021 A Share Employee Stock Ownership Plan
	3 The proposed authorization to the Board to deal with matters in relation to the 2021 A Share Employee Stock Ownership Plan
	4 The connected transaction in relation to the purchase of Series B+ Preferred Shares in JOINN Biologics
	5 The proposed capital increase in relevant wholly-owned domestic subsidiaries by the Company
	6 The proposed capital increase in the wholly-owned subsidiary, JOINN Laboratories, CA Inc., by the Company
	7 The proposed establishment of a wholly-owned subsidiary, Biomere-Joinn (CA), Inc., by the Company
	8 The proposed investment in Jiangsu Sinotau Molecular Imaging Technology Co., Ltd. by the Company
	9 The proposed establishment of a subsidiary, Wuxi JOINN Molecular Imaging Technology Co., Ltd., by the Company
	No. SPECIAL RESOLUTIONS FOR(Note 6)
	1 The adoption of the 2021 Restricted A Share Incentive Scheme including the issuance of Restricted A Shares under Specific Mandate
	2 The adoption of the Assessment Administrative Measures on the Implementation of the 2021 Restricted A Share Incentive Scheme
	3 To authorize the Board of Directors to deal with matters in relation to the 2021 Restricted A Share Incentive Scheme
	4 To grant the general mandate to the Board to repurchase A Shares and H Shares of the Company
	Signature (Note 7):			Dated:

• Signature [(Note][7)] : Dated: 2022 Notes: 1. Please insert full name(s) in BLOCK CAPITALS . 2. Please insert full address(es) in BLOCK CAPITALS . 3. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).

• 1. If you are a Shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a Shareholder of the Company, but must attend the meeting in person in order to represent you.
• 1. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialed by the person who signs it.
• 1. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting. The shares abstained will be counted in the calculation of the required majority.
• 1. This proxy form must be signed and dated by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a company, it should execute this proxy form under its common seal or by its directors or (a) person(s) duly authorised to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the EGM, either in person or by proxy.
• 1. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarized copy of such power of attorney or authority, must be completed and deposited at the H share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H shares), or at the Company’s headquarters in the PRC, at A5 Rongjing East Street, Beijing Economic-Technological Development Area, Beijing, the PRC (for holders of A shares), at least 24 hours before the time appointed for holding the meeting or any adjournment thereof.
• 1. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting in person if you so wish. 10. Shareholders or their proxies attending the meeting shall produce their identity documents.

PERSONAL INFORMATION COLLECTION STATEMENT

proxyYour supply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)forname(s)the meetingand address(es)of the Companyis on a(thevoluntary“ Purposes basis”).forWethemaypurposetransferof yourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) andof a address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.