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Kintor Pharmaceutical Limited Proxy Solicitation & Information Statement 2025

May 13, 2025

51183_rns_2025-05-13_c2f56773-0bbb-4a6b-9d52-3a6201da801b.pdf

Proxy Solicitation & Information Statement

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第16届

開拓藥業有限公司*

KINTOR PHARMACEUTICAL LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 9939)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) _________ (Block capitals)

of (Address) _________

being the holder(s) of _________ (see Note 1) shares of US$0.0001 each in the capital of

Kintor Pharmaceutical Limited (the "Company") hereby appoint (Name) _________

of (Address) _________

or failing him/her (Name) _________

of (Address) _________

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Unit 419, Administrative Building, 20 Songbei Road, Suzhou Industrial Park, Suzhou, Jiangsu Province, the PRC on Tuesday, 10 June 2025 at 09:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions (see Note 8) For (see Note 3) Against (see Note 3)
1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and independent auditor for the year ended 31 December 2024.
2. (a) (i) To re-elect Dr. Youzhi TONG as an executive Director.
(ii) To re-elect Dr. Michael Min XU as an independent non-executive Director.
(iii) To re-elect Mr. Wallace Wai Yim YEUNG as an independent non-executive Director.
(iv) To re-elect Prof. Liang TONG as an independent non-executive Director.
(b) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
3. To re-appoint Messrs. PricewaterhouseCoopers as the auditor of the Company until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration.
4. (A) To give a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the total number of issued shares of the Company.
(B) To give a general mandate to the Directors to repurchase shares not exceeding 10% of the total number of issued shares of the Company.
(C) To extend the authority given to the Directors pursuant to ordinary resolution no. 4(A) to issue shares by adding to the number of issued shares of the Company the number of shares repurchased under ordinary resolution no. 4(B).

Dated this __ day of __ 2025

Signature(s) _________ (see Notes 4 and 5)

Notes:

  1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
  2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words "the chairman of the meeting", and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.
  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
  4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
  5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
  6. To be valid, this form of proxy must be completed, signed and deposited at the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) as soon as possible and in any event not later than 48 hours before the time for holding the meeting (i.e. 09:00 a.m. on Sunday, 8 June 2025). The completion and return of the form of proxy shall not preclude the shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
  7. A proxy needs not be a shareholder of the Company.
  8. Please refer to the full text of the resolutions as set out in the notice to the annual general meeting. The summary of the resolutions herein is for reference only.

  9. For identification purpose only