JOINN Laboratories (China) Co., Ltd. — Proxy Solicitation & Information Statement 2025

Jan 3, 2025

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.

临沂
JOINN

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 EXTRAORDINARY

GENERAL MEETING OF 2025

NOTICE IS HEREBY GIVEN that the first Extraordinary General Meeting of 2025 (the "EGM") of JOINN Laboratories (China) Co., Ltd. (the "Company") will be held at 2:45 p.m. on Thursday, 23 January 2025 at Room 1904, T6, Hans Plaza, Beijing Economic-Technological Development Area, Beijing, China for the following purposes:

To consider and approve the resolutions by way of non-cumulative voting:

SPECIAL RESOLUTIONS

1. The proposed change of the registered capital of the Company;
2. The proposed amendments to the Articles of Association of the Company.

To consider and approve the following resolutions by way of cumulative voting:

ORDINARY RESOLUTIONS

1. To elect the following candidates as executive Directors:

(i) Ms. Luo Xi;
(ii) Mr. Gu Jingliang;

1. To elect the following candidates as independent non-executive Directors:

(i) Mr. Yang Fuquan;
(ii) Mr. Yang Changyun;
(iii) Mr. Ying Fangtian.

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Details of the above resolutions proposed at the EGM are contained in the circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.joinnlabs.com).

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

Beijing, China, 6 January 2025

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 6 January 2025.

2. For the purpose of holding the EGM, the register of members of the Company will be closed from Monday, 20 January 2025 to Thursday, 23 January 2025 (both days inclusive), during which period no transfer of shares can be registered. In order for H Shareholders to be qualified to attend and vote at the EGM, 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Friday, 17 January 2025 for registration. The Shareholders whose names appear on the register of members of the Company on Thursday, 23 January 2025 are entitled to attend and vote at the EGM.

3. Shareholders who are entitled to attend and vote at the EGM 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.

4. 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.

5. 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the EGM or the adjourned meeting (as the case may be) (i.e. not later than 2:45 p.m. on Wednesday, 22 January 2025 (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 EGM or any adjourned meetings should they so wish.

6. Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM. If corporate Shareholders appoint authorised representative to attend the EGM, 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 EGM.

7. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

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1. All resolutions at the EGM 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.

2. Attention: According to the Articles of Association, cumulative voting system will be adopted in respect of the above resolutions no. 3 and 4, and other resolutions will be voted by one-share-one-vote system.

In this election of Directors, independent non-executive Directors and other Board members are elected separately. The number of executive Directors and independent non-executive Directors to be elected in the EGM will be two and three, respectively. To ensure that your voting rights is fully exercised, the following notes basing on resolution no. 3 as an example briefly explain matters that you should be aware of when completing the number of votes under the "cumulative voting system" (matters to be aware of in respect of resolution no. 4 is the same as for resolution no. 3). Please refer to the following explanation and fill in your votes for resolutions no. 3 and 4:

(i) In respect of resolution no. 3, each share you hold has voting rights equal to the total number of executive Directors to be elected. For example, if you hold 1 million shares, and the total number of executive Directors to be elected is two, the total number of shares for which you have the voting rights under resolution no. 3 will be 2 million shares (i.e. 1 million shares x 2 = 2 million shares).

(ii) Please state the number of votes in the column "for" and/or "against" and/or "abstain" you give to each of the candidates for election as executive Director. Please note that you may give equal number of votes to each candidate, or give all your votes as represented by the shares you hold to one particular candidate as executive director, or a certain number of votes as represented by the shares you hold to certain candidates (one to two, similar hereinafter) as executive Director. For example, if you own 1 million shares of the Company, and two executive Directors should be elected in this election, the total number of shares for which you have the voting rights under resolution no. 3 is 2 million shares. Out of the 2 million shares, you can either share your voting rights equally to 2 candidates for election as executive Directors so that you may vote 1 million shares to each candidate (vote for or against); or, give all of the 2 million votes to one particular candidate as executive Director (either for or against), or, 0.5 million shares to candidate A (either for or against), 1.5 million shares to candidate B (either for or against) as executive Director, etc.

(iii) After you have allocated all the voting rights represented by all of the shares held by you to a certain number of candidates for executive Directors, you do not have further voting rights in respect of other candidates for executive Director. That is, the sum of all the voting rights you voted for or against the two candidates for election as executive Director shall not exceed the total number of voting rights represented by the shares held by you.

(iv) Please note with particular attention that, if the total number of votes you have exercised and allocated to a certain number of candidates for executive Director exceeds the total number of voting rights represented by the shares held by you, all your votes shall become void, and you will be deemed to be abstained from voting. If the total number of votes you have exercised and allocated to a certain number of candidates for executive Director is less than the total number of voting rights represented by the shares held by you, your votes are valid, and those votes not exercised will be deemed as being abstained from voting. For example, if you own 1 million shares, and two executive Directors should be elected in this election, the total number of votes as represented by your shares under resolution no. 3 will be 2 million: (a) if you have stated "2 million shares" in the column "for" (or "against") in the cumulative voting system in favor of one particular candidate for executive Director, then your voting rights are fully utilized, and you do not have any further votes in relation to other candidates for executive Director. If you have stated the number of shares (other than 0 shares) in other corresponding columns under resolution no. 3, then all your votes in respect of resolution no. 3 will become void; or (b) if you have stated "0.5 million shares" in the column "for" (or "against") in the cumulative voting system in favor of candidate A, and "0.5 million shares" in the column "for" (or "against") in the cumulative voting

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system in favor of candidate B, then your votes as represented by such 1 million shares are valid, whilst the remaining 1 million shares which have not been allocated shall be deemed to have been abstained from voting.

(v) Where the total number of votes in favor of a candidate for executive Director exceeds one-half of the total number of shares with voting rights represented by Shareholders attending the general meeting (based on the non-cumulative number of shares) and the “votes” for exceed the votes “against”, that candidate will be elected as an executive Director.

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

2. For any matter relating to the Extraordinary General Meeting, please contact Mr. Jia Fengsong (via email: jiafengsong@joinn-lab.com 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. Gao Dapeng and Ms. Sun Yunxia as executive Directors, and Mr. Sun Mingcheng, Dr. Zhai Yonggong, Mr. Ou Xiaojie and Mr. Zhang Fan as independent non-executive Directors.

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