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

Sep 1, 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)

PROXY FORM FOR USE AT THE 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 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 16, 2022 at 10:00 a.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)_.	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 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 16, 2022 at 10:00 a.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)_.
			domestic Shares/H Shares_(Note 2) Ltd. (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note_ 3)

		**Special **	Resolutions			For(Note 4)	For(Note 4)		Against(Note 4)		Abstain(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) Against(Note 4)	For(Note 4) Against(Note 4)	For(Note 4) Against(Note 4)	Abstain(Note 4)	Abstain(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:
	i. the “Management Policy for Raised Proceeds”
	ii. the “Terms of Reference for the independent non-
	executive Directors”
	iii. the “Management Policy for Related (Connected)
	Transactions”
	iv. 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 proxy form relates. If no number of Shares is inserted, this 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 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 proxy form must be signed by you or your attorney duly authorised in writing. If the shareholder is a corporation, the 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 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 Domestic Shareholders) or the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), at least 24 hours before the 2022 first extraordinary general meeting (i.e. not later than 10:00 a.m. on Thursday, September 15, 2022) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the 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).

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.