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

May 28, 2024

50407_rns_2024-05-28_1cfb5b3e-da30-4516-8ba0-c2914e04169c.pdf

Proxy Solicitation & Information Statement

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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 the Annual General Meeting to be held on June 19 2024

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 AGM or [(Note][3)]

of

as95 my/ourQueensway,proxyHongto attendKongandon actWednesday,for me/usJuneat the19,annual2024 generalat 2:00 meetingp.m. (theof“ AGM the Company”) (and anyto beadjournmentheld at Unitedthereof)Conferencefor the Centre,purposes10/F.,of consideringUnited Centre,and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at the AGM (and at any adjournment thereof) to vote for me/us and meaningsin my/our asname(s)ascribedin torespectthem ofin thethe resolutionscircular datedas indicatedMay 28, 2024belowissued [(Note][4)] by. Unlessthe Companyotherwise(theindicated,“ Circular capitalised”). terms used herein shall have the same

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR(Note 4) FOR(Note 4) AGAINST(Note 4) AGAINST(Note 4) AGAINST(Note 4) ABSTAIN(Note 4) ABSTAIN(Note 4)
1. To consider and approve the resolution on the report of the Board of
Directors of the Company for the year 2023.
2. To consider and approve the resolution on the report of the Board of
Supervisors of the Company for the year 2023.
3. To consider and approve the resolution on the annual report of the Group for
the year 2023.
4. To consider and approve the resolution on the financial accounts report of the
Group for the year 2023.
5. To consider and approve the resolution on the financial budget of the Group
for the year 2024.
6. To consider and approve the resolution on the annual profit distribution plan
of the Company for the year 2023.
7. To consider and approve the re-appointment of PricewaterhouseCoopers as
the auditor of the Company for 2024, for a term commencing from the date
of approval at the AGM until the conclusion of the 2024 annual general
meeting of the Company, and authorize the Board to determine the specific
matters in relation to such re-appointment, including but not limited to their
remunerations.
SPECIAL RESOLUTION
8. To consider and approve the resolution on the grant of a general mandate to
the Board to issue, allot and deal with the additional Shares.

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 AGM is preferred, strike out the words “ THE CHAIRMAN OF THE AGM or” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM 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 AGM 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 AGM other than that referred to in the notice convening the AGM.

  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 AGM, 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 AGM, 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).

  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, 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), not less than 24 hours before the time fixed for holding the AGM (i.e. before 2:00 p.m. on Tuesday, June 18, 2024) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.

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