Lepu Biopharma Co., Ltd. — Proxy Solicitation & Information Statement 2023

Nov 14, 2023

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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 2023 SECOND EXTRAORDINARY GENERAL MEETING

I/We [(Note][1)] of

being the registered holder(s) of [(Note][2)] shares of RMB1.00 each in the share capital of Lepu Biopharma Co., Ltd. (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE EGM or [(Note][3)] of

asChangpingmy/our proxyDistrict,to attendBeijing,andtheactPRCfor onme/usNovemberat the 202329, 2023second(Wednesday)extraordinaryat 11:00generala.m.meeting(the “ EGM of the”)Company(and any toadjournmentbe held at thereof)Conferencefor theRoom,purposesBuildingof considering7, No. 37 Chaoqianand, if thoughtRoad, fit,resolutionpassingastheindicatedresolutionsbelowas [(Note] set out [4)] . in the notice convening the EGM and at the EGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the

	1.	To consider and approve the Proposed Quotation as follows:
		i. Class of new Shares to be issued: RMB Ordinary Shares.
		ii. Nominal value of new Shares to be quoted: RMB1.00 each.
		iii. Shares to be quoted on the NEEQ: The Company proposes to quote 54,268,364 Domestic Shares on the NEEQ, representing all of the issued Domestic Shares of the Company as of the date of the announcement dated November 14, 2023 issued by the Company. There will be no issue of new Shares under the Proposed Quotation.
		iv. Place of the Proposed Quotation for public trading: The NEEQ.
		v. Market tier of the Proposed Quotation for public trading: Base market tier.
		vi. Securities registration and clearing agency: Beijing branch of China Securities Depository and Clearing Corporation Limited (中國證券登記結算有限責任公司北京分公司).
		vii. Chief agency broker: Haitong Securities Co., Ltd (海通證券股份有限公司).
		viii.Validity of the resolutions: The resolutions in respect of the Proposed Quotation and trading of the Domestic Shares on the NEEQ will be valid for a period of 12 months from the date of the approval at the EGM.
	2.	To consider and approve the adoption of collective bidding as the method for the public trading of the Domestic Shares on the NEEQ.
	3.	To consider and approve the authorization to the Board of Directors and persons authorized by it to fully handle matters in connection with the Proposed Quotation and public trading of Domestic Shares on the NEEQ: The authorization proposed to be granted to the Board and persons authorized by it shall include but not be limited to: i. the filing of an application to the NEEQ Co. Ltd. and the CSRC (if necessary) for approval of the Proposed Quotation and public trading of the Domestic Shares on the NEEQ; ii. after obtaining approval from the NEEQ Co. Ltd. and the CSRC (if necessary), entering into the quotation agreement with the NEEQ Co. Ltd.; iii. authorizing the Board of Directors, the chairman of the Company and the persons authorized by the chairman to sign documents, contracts and agreements related to this matter, including but not limited to engage intermediaries and perform all necessary or appropriate applications, approvals, registrations and filings, on behalf of the Company; iv. the registration of the Company’s amended Articles, reviewing and approving the amended Articles and registration of the business registration, modifications and other related matters; v. approving and executing other legal documents and contracts related to the Proposed Quotation; and vi. handling other matters in relation to the Proposed Quotation. The above authorisation, if approved, shall be valid for a period of 12 months from the date of the approval at the EGM.
	4.	To consider and approve the proposal for the vesting of accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Proposed Quotation: The undistributed profits accumulated before the Proposed Quotation will be shared by the existing and new shareholders after the Proposed Quotation; the accumulated unrecovered losses of the Company before the Proposed Quotation will be shared by the existing and new shareholders in proportion to, and not in excess of, the Shares they hold after the Proposed Quotation.
	5.	To consider and approve the proposed amendments to the Articles in respect of the Proposed Quotation.
		ORDINARY RESOLUTIONS
	6.	To consider and approve the amendments to or adoption of the following internal governance policies:
		(a) the “Management Policy for Related (Connected) Transactions”; and
		(b) the “Management Policy for External Guarantees”.
	7.	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, 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 Quotation and trading of Domestic Shares on the NEEQ, and further authorize the Board of Directors to determine the remunerations of such intermediaries.
	Date: Notes:	Signature(s)(Note 5):

1. Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK CAPITALS . 2. Please insert the number of shares registered in your name(s) and type of shares (Domestic shares or H shares) to which this proxy form relates. If no number of shares is inserted, this proxy form will be 3. deemedIf any proxyto relateothertothanall sharesthe Chairmanregisteredof thein yourEGMname(s).is preferred, strike out the words “ THE CHAIRMAN OF THE EGM or” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the EGM 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 EGM in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

2. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( � ) 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 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 EGM other than that referred to in the notice convening the EGM.

3. This proxy form must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If the proxy form is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

4. In case of joint holders of any shares, any one of such joint holders may vote at the EGM, either in person 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 EGM, in person 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).

5. 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 head office and principal place of business in the PRC, at No. 651, Lianheng Road, Minhang District, Shanghai, the PRC (for holders of Domestic Shares) or the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), at least 24 hours before the EGM (i.e. before 11:00 a.m. on Tuesday, November 28, 2023) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.

6. Shareholders or their proxies attending the EGM (and any adjournment thereof) shall produce their identity documents.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourfor thesupplymeetingof yourof theandCompanyyour proxy’s(the “(or Purposes proxies’)”). Wename(s)may andtransferaddress(es)your andis youron a proxy’svoluntary(orbasisproxies’)for thename(s)purposeandof address(es)processing yourto ourrequestagent,forcontractor,the appointmentor third ofpartya proxyservice(orproviderproxies)whoand providesyour votingadministrative,instructions 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.