Lepu Biopharma Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 17, 2024

东普生物

LEPU BIOPHARMA

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 2025 FIRST 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

as my/our proxy to attend and act for me/us at the 2025 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 January 7, 2025 (Tuesday) at 10:30 a.m. (the "EGM") (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out 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 resolution as indicated below $^{(Note 4)}$.

ORDINARY RESOLUTION		FOR $^{(Note 4)}$	AGAINST $^{(Note 4)}$	ABSTAIN $^{(Note 4)}$
1.	THAT:
	(a) The framework agreement dated November 26, 2024 (the “CDMO Services Framework Agreement”) entered into between the Company and Lepu Medical Technology (Beijing) Co., Ltd. (樂普(北京)醫療器械股份有限公司) (a copy of which has been produced at the EGM marked “A” and initialed by the chairman of the EGM for the purpose of identification), all transactions contemplated thereunder, and the proposed cap of such transactions, be and are hereby approved, confirmed and ratified; and
	(b) The directors of the Company be and are hereby authorised to take all such steps, do all such acts and/or things and/or execute all such documents incidental to, ancillary to or in connection with matters contemplated in or relating to the CDMO Services Framework Agreement and all transactions contemplated thereunder as they may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to the CDMO Services Framework Agreement and the implementation of all transactions contemplated thereunder.
2.	To consider and approve the appointment of Ernst & Young as the Company’s auditor for the year of 2024.

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 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 deemed to relate to all shares registered in your name(s).
3. If any proxy other than the Chairman of the EGM 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.
4. 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.
5. 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.
6. 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 holders(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 head office and principal place of business in the PRC, at No. 651, Lianheng Road, Minhang District, Shanghai, 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 10:30 a.m. on Monday, January 6, 2025 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.
8. Shareholders or their proxies attending the EGM (and any adjournment thereof) shall produce their identity documents.

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.