Lepu Biopharma Co., Ltd. — Proxy Solicitation & Information Statement 2022

Sep 8, 2022

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LEPU BIOPHARMA CO., LTD. 樂普生物科技股份有限公司

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

(Stock Code: 2157)

REVISED PROXY FORM FOR USE AT THE POSTPONED 2022 FIRST EXTRAORDINARY GENERAL MEETING

I/We [(Note][1)]

of

being the registered holder(s) of domestic Shares/H Shares [(Note][2)] of Lepu Biopharma Co., Ltd. (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note] 3) or of

as my/our proxy to attend and act for me/us at the postponed 2022 first extraordinary general meeting of the Company to be held at Conference Room, Building 7, No. 37 Chaoqian Road, Changping District, Beijing, the PRC, on Friday, September 23, 2022 at 5:00 p.m. (the “ Meeting ”) (or at adjustment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at adjustment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note][4)] .

	Special Resolutions	Special Resolutions					For(Note 4)	Against(Note 4) Abstain(Note 4)	Against(Note 4) Abstain(Note 4)	Against(Note 4) Abstain(Note 4)	Against(Note 4) Abstain(Note 4)
1.	To consider and approve the proposed Issue of A Shares as			follows: (each and every
	item as a separate resolution)
	i. Class of new Shares to be issued
	ii. Nominal value of new Shares to be issued
	iii. Issue size
	iv. Target subscribers
	v. Pricing methodology
	vi. Method and schedule of issuance
	vii. Method of underwriting
	viii. Use of proceeds
	ix. Place of listing
	x. Validity period of the resolutions
2.	To consider and approve the authorization to the Board of Directors and persons
	authorized by it to fully handle the relevant matters in connection with the Issue of
	A Shares and the listing on the Sci-Tech Board.
3.	To consider and approve the projects to be funded by		the	proceeds raised		from the
	Issue of A Shares and feasibility analysis.
4.	To consider and approve the Company’s	Share price		stabilization plan and
	restraining measures within three years after	the initial public offering of				A Shares
	and listing on the Sci-Tech Board.
5.	To consider and approve the Company’s three-year dividend				distribution plan for
	Shareholders after the initial public offering of A Shares and listing on the					Sci-Tech
	Board.
6.	To consider and approve the analysis on dilution on immediate return by initial
	public offering of A Shares and recovery measures.
7.	To consider and approve the undertakings and restraining			measures relating to the
	Issue of A Shares and listing on the Sci-Tech Board.
8.	To consider and approve the proposal for the vesting of accumulated profit
	distribution and the plan for undertaking unrecovered		losses prior to the Issue of A
	Shares.
9.	To consider and approve the use of proceeds raised in previous offering.
10.	To consider and approve the proposed amendments to		the Articles in respect of the
	Issue of A Shares.
11.	To consider and confirm the related party transactions		from January 1, 2019 to June
	30, 2022.

		Ordinary Resolutions For(Note 4)
	12.	To consider and approve the engagement of intermediaries, including but not limited to Haitong Securities Co., Ltd. (海通證券股份有限公司) as the sponsor/lead underwriter, Zhong Lun Law Firm (北京市中倫律師事務所) as the legal adviser to the Company as to PRC laws, and PricewaterhouseCoopers Zhong Tian LLP (普華 永道中天會計師事務所(特殊普通合夥)) as the auditor, for the proposed Issue of A Shares and listing on the Sci-Tech Board, and further authorizes the Board of Directors to determine the remunerations of such intermediaries.
	13.	To consider and approve the amendments to the “Rules of Procedures for the Meeting of Shareholders”.
	14.	To consider and approve the amendments to the “Rules of Procedures for the Meeting of Board of Directors”.
	15.	To consider and approve the amendments to the “Rules of Procedures for the Meeting of Supervisory Committee”.
	16.	To consider and approve the amendments to or adoption of the following internal governance policies:
		(a) the “Management Policy for Raised Proceeds”
		(b) the “Terms of Reference for the independent non-executive Directors”
		(c) the “Management Policy for Related (Connected) Transactions”
		(d) the “Management Policy for External Guarantees”
	17.	To consider and approve the uncovered deficit of the Company amounting to more than one-third of the total Share capital of the Company.
	Date:	Signature(s)(Note 5):

Notes:

1. Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK LETTERS .

2. Please delete as inappropriate and insert the number of Shares registered in your name(s) to which this revised proxy form relates. If no number of Shares is inserted, this revised proxy form will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. Such proxies may only exercise their voting rights in a poll. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( � ) IN THE RELEVANT BOX BELOW THE BOX MARKED “Against”. IF YOU WISH TO ABSTAIN, TICK ( � ) IN THE RELEVANT BOX BELOW THE BOX MARKED “Abstain”. The Shares abstained will be counted in the calculation of the required majority. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstained”.

5. This revised proxy form must be signed by you or your attorney duly authorised in writing. If the shareholder is a corporation, the revised proxy form must be either under the seal of the corporation (must be signed by the legal representative/person-in-charge in case of a shareholder being a domestic corporation) or signed by its director(s) or duly authorized attorney(s). If the revised proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

6. In case of joint holders of any Shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

7. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company’s headquarters and registered office in the PRC (for DomesticQueen’sgeneral meetingRoadShareholders)East,(i.e. Wanchai,not orlaterthethanHongH Share5:00Kongp.m.registrar(theon Thursday,“of H Share the Company,September Registrar Computershare”)22,(for2022)H Shareholders),(theHong“ Closing Time Kong atInvestorleast”) or24ServicesanyhoursadjournedbeforeLimited,meetingtheatpostponed17Mthereof.Floor,2022CompletionHopewellfirst extraordinaryCentre,and return183 of the form of proxy will not preclude a shareholder from attending and voting at the postponed 2022 first extraordinary general meeting or any adjourned meeting thereof should he she so wish and in such event the forms of proxy shall be deemed to be revoked. Shareholders and shareholder proxies are required to produce identity proof when attending the Meeting (and any adjournment thereof).

8. If you have already lodged the first proxy form issued by the Company on September 1, 2022 (the “ First Proxy Form ”) with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders), please note that:

9. (i) subject to (iii) below, if no revised proxy form is lodged with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders), the First Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be required to vote in such manner as he/she may be directed under the First Proxy Form and, in respect of the validity period of the resolutions for the proposed Issue of A Shares and the validity period of the authorization to the Board of Directors and persons authorized by it to fully handle the matters in connection with the proposed Issue of A Shares, as set out in the Supplemental Notice of the Postponed EGM and this revised proxy form, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution.

10. (ii) if this revised proxy form is lodged with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders) before the Closing Time, the First Proxy Form previously lodged by you will be revoked and superseded by this revised proxy form. This revised proxy form will be treated as a valid proxy form lodged by you if correctly completed.

11. (iii) if this revised proxy form is lodged with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders) after the Closing Time, this revised proxy form will be invalid. The proxy so appointed by you under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no revised proxy form was lodged with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders). Accordingly, you are advised to complete this revised proxy form carefully and lodge this revised proxy form with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders) before the Closing Time.

12. If you have not yet lodged the First Proxy Form with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders), you are required to lodge this revised proxy form if you wish to appoint proxy(ies) to attend the Meeting on your behalf. In this case, the First Proxy Form should not be lodged with the Company’s headquarters and registered office in the PRC (for Domestic Shareholders) or the H Share Registrar (for H Shareholders).

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 for use in connection with the Purposes and to such parties who are authorized 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.