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JOINN Laboratories (China) Co., Ltd. — Proxy Solicitation & Information Statement 2026
May 12, 2026
50978_rns_2026-05-12_f17031b1-a674-49e4-845c-6c0a719317d7.pdf
Proxy Solicitation & Information Statement
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滁河
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)
PROXY FORM
FOR THE 2025 ANNUAL GENERAL MEETING
TO BE HELD ON THURSDAY, 4 JUNE 2026 (OR AT ANY ADJOURNMENT THEREOF)
I/We (Note 1)
of (Note 2)
being the registered holder(s) of (Note 3) A shares / H shares of
RMB1.00 each in the share capital of the JOINN Laboratories (China) Co., Ltd. (the "Company"), hereby appoint the Chairman of the meeting (Notes 4 and 5)
or
of (address)
to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2025 annual general meeting (the "AGM") of the Company to be held at Meeting Room, 7 Ruihe West 1st Road, Economic-Technological Development Area, Beijing, the People's Republic of China (the "PRC"), on Thursday, 4 June 2026 at 2:30 p.m., and at any adjournment thereof and to exercise all rights conferred on proxies according to the following indications under laws, regulations and the articles of association of the Company in respect of the resolutions set out in the notice of the AGM as hereunder, or if no such indication is given, as my/our proxy thinks fit.
I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting.
| No. | ORDINARY RESOLUTIONS | FOR (Note 6) | AGAINST (Note 6) | ABSTAIN (Note 6) |
|---|---|---|---|---|
| 1 | The annual report and summary for 2025 | |||
| 2 | The work report of the Board of Directors for 2025 | |||
| 3 | The proposed 2025 Profit Distribution Plan | |||
| 4 | The proposed formulation of the Management Rules on the Remuneration for Directors and Senior Management of JOINN Laboratories (China) Co., Ltd. | |||
| 5 | The proposed remuneration of Directors | |||
| 6 | The proposed appointment of Mr. Zhou Fengyuan as a non-executive Director | |||
| 7 | The re-appointment of the auditors for 2026 | |||
| No. | SPECIAL RESOLUTIONS | FOR (Note 6) | AGAINST (Note 6) | ABSTAIN (Note 6) |
| 8 | The proposed amendments to the Articles of Association of JOINN Laboratories (China) Co., Ltd. | |||
| 9 | The proposed amendments to the Rules of Procedures of the General Meeting of Shareholders of JOINN Laboratories (China) Co., Ltd. | |||
| 10 | The adoption of the 2026 Restricted A Share Incentive Scheme | |||
| 11 | The adoption of the Assessment Administrative Measures on the Implementation of the 2026 Restricted A Share Incentive Scheme | |||
| 12 | The authorization to the Board to deal with matters in relation to the 2026 Restricted A Share Incentive Scheme |
Signature (Note 7).
Dated: 2026
Notes:
- Please insert full name(s) in BLOCK CAPITALS.
- Please insert full address(es) in BLOCK CAPITALS.
- 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).
- 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.
- 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.
- IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, 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.
- 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 AGM, either in person or by proxy.
- 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 17/F, Far East Finance Centre, 16 Harcourt Road, 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.
- Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting in person if you so wish.
- Shareholders or their proxies attending the meeting shall produce their identity documents.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and 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.