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

May 24, 2023

50407_rns_2023-05-24_e434452f-cd5f-4a6d-9ee3-89ef82859d7f.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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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)

NOTICE OF THE 2023 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the 2023 first class meeting of H Shareholders (the “ Class Meeting of H Shareholders ”) of Lepu Biopharma Co., Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at Conference Room, Building 7, No. 37 Chaoqian Road, Changping District, Beijing, the PRC immediately after the conclusion of the 2022 annual general meeting of the Company to be held at the same location on Thursday, June 15, 2023 or at any adjustment thereof for the purpose of considering and, if thought fit, passing the following resolutions (with or without amendments). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated May 24, 2023 issued by the Company (the “ Circular ”).

SPECIAL RESOLUTIONS

  1. To consider and approve the resolution on the proposed amendments to the Articles in respect of the Trial Measures.

  2. To consider and approve the resolution on the proposed amendments to the Articles in respect of the proposed Issue of A Shares.

By order of the Board Lepu Biopharma Co., Ltd. Dr. Pu Zhongjie

Chairman of the Board and Executive Director

Shanghai, the PRC May 24, 2023

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Notes:

  1. All resolutions at the Class Meeting of H Shareholders will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the respective websites of the Company at www.lepubiopharma.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after the Class Meeting of H Shareholders.

  2. Any Shareholder entitled to attend and vote at the Class Meeting of H Shareholders convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Company.

  3. 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 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 time fixed for holding the Class Meeting of H Shareholders (i.e. not later than 10:30 a.m. on Wednesday, June 14, 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 Class Meeting of H Shareholders or any adjourned meeting thereof should he/she so wish.

  4. As disclosed in the announcement of the Company dated April 26, 2023, for the purpose of determining the list of H Shareholders who are entitled to attend the Class Meeting of H Shareholders, the H Share register of members of the Company closed from Tuesday, May 16, 2023 to Thursday, June 15, 2023 (both days inclusive), during which period no transfer of H Shares will be registered.

  5. Where there are joint registered holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Class Meeting of H Shareholders, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the Shares shall alone be entitled to vote in respect thereof.

  6. A Shareholder or his/her proxy should produce proof of identity when attending the Class Meeting of H Shareholders.

  7. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board comprises Dr. Pu Zhongjie (Chairman), Dr. Sui Ziye (Chief Executive Officer) and Dr. Hu Chaohong (Co-Chief Executive Officer) as executive Directors; Mr. Lin Xianghong, Mr. Yang Hongbing, Ms. Pu Jue and as non-executive Directors; and Mr. Zhou Demin, Mr. Yang Haifeng and Mr. Fengmao Hua as independent non-executive Directors.

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