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

May 17, 2021

50978_rns_2021-05-17_59083332-b24b-4261-9a04-3714fb0b63b8.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

NOTICE OF THE FIRST H SHARE CLASS MEETING OF 2021

NOTICE IS HEREBY GIVEN that the first H Share Class Meeting of 2021 (the “ H Share Class Meeting ”) of JOINN Laboratories (China) Co., Ltd. (the “ Company ”) will be held at A5 Rongjing East Street, Beijing Economic-Technological Development Area, Beijing, China on Friday, June 18, 2021 at after the conclusion of the Annual General Meeting of 2020 and the A Share Class Meeting of 2021 and any adjournments thereof, for the following purposes of considering and, if deemed appropriate, approving the following resolutions.

SPECIAL RESOLUTIONS

To consider and approve:

  1. The proposed 2020 Profit Distribution Plan.

  2. The proposed change of the registered capital of the Company.

By Order of the Board JOINN Laboratories (China) Co., Ltd. Feng Yuxia Chairperson

Hong Kong, May 18, 2021

Notes:

  1. Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular of the Company dated May 18, 2021.

  2. For the purpose of holding the H Share Class Meeting, the register of members of the Company will be closed from Tuesday, May 18, 2021 to Friday, June 18, 2021 (both days inclusive), during which period no transfer of shares can be registered. In order for H Share Shareholders to be qualified to attend and vote at the H Share Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Monday, May 17, 2021

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for registration. The Shareholders whose names appear on the register of members of the Company on Friday, June 18, 2021 are entitled to attend and vote at the H Share Class Meeting.

  1. Shareholders who are entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

  2. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.

  3. In order to be valid, the proxy form must be deposited, for H Shareholders of the Company, to the H share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding the H Share Class Meeting or the adjourned meeting (as the case may be) (i.e. not later than 2:00 p.m. on Thursday, June 17, 2021 (Hong Kong time)). If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the H Share Class Meeting or any adjourned meetings should they so wish.

  4. Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the H Share Class Meeting. If corporate Shareholders appoint authorised representative to attend the H Share Class Meeting, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the H Share Class Meeting.

  5. Shareholders attending the H Share Class Meeting shall be responsible for their own travel and accommodation expenses.

  6. All resolution(s) at the H Share Class Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules..

  7. References to time and dates in this notice are to Hong Kong time and dates.

  8. For any matter relating to the H Share Class Meeting, please contact Mr. Jia Fengsong (via email: [email protected] or telephone: +86 010 6786 9582).

As at the date of this announcement, the Board comprises Ms. FENG Yuxia as the Chairperson and executive Director, Mr. ZUO Conglin, Mr. GAO Dapeng, Ms. SUN Yunxia, Dr. YAO Dalin as executive Directors, Mr. GU Xiaolei as a non-executive Director, and Mr. SUN Mingcheng, Dr. ZHAI Yonggong, Mr. OU Xiaojie and Mr. ZHANG Fan as independent non-executive Directors.

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