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Lepu Biopharma Co., Ltd. Proxy Solicitation & Information Statement 2025

Nov 28, 2025

50407_rns_2025-11-28_46a45988-44ba-4abb-9a4e-e269be55913e.pdf

Proxy Solicitation & Information Statement

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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 SECOND EXTRAORDINARY GENERAL MEETING

I/We $^{(Note1)}$

of

being the registered holder(s) of $^{(Note2)}$

shares of RMB1.00 each in the share capital of Lepu Biopharma Co., Ltd. (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE EGM or $^{(Note3)}$

of

as my/our proxy to attend and act for me/us at the 2025 second extraordinary general meeting of the Company to be held at Conference Room, Building 7, No. 37 Chauqian Road, Changping District, Beijing, the PRC on December 18, 2025 (Thursday) 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 $^{(Note4)}$.

SPECIAL RESOLUTIONS FOR $^{(Note4)}$ AGAINST $^{(Note4)}$ ABSTAIN $^{(Note4)}$
1. Subject to and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the new Shares to be allotted and issued underlying the share awards granted in accordance with the terms and conditions of the Restricted Share Unit Scheme of the Company (the "RSU Scheme"), the RSU Scheme be and is hereby approved and adopted, and any Director be and is hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as he may in his absolute discretion consider necessary or expedient in order to give effect to the RSU Scheme.
2. Subject to and conditional upon the passing of resolutions numbered 1, the Scheme Mandate Limit (as defined in the RSU Scheme) on the total number of Shares which may be issued in respect of all awards involving issue of new Shares that may be granted under the RSU Scheme and any other share scheme(s) of the Company, representing 5% of the total number of Shares in issue (excluding Treasury Shares, if any) at the date of the passing of this resolution, be and is hereby approved and adopted and any Director be and is hereby authorized to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as he may in his absolute discretion consider necessary, desirable or expedient to effect and implement the Scheme Mandate Limit.
3. Subject to and conditional upon the passing of resolutions numbered 1 and 2, any Director be and is authorised to make any necessary amendments to the Articles of Association of the Company to reflect the change to the total number of issued shares of the Company due to the issue of new shares of the Company pursuant to the RSU Scheme, and such Director be and is hereby authorised to do such other things, for and on behalf of the Company, as he may in his absolute discretion consider necessary, desirable or expedient to effect the amendments to the Articles of Association of the Company, including but not limited to applying to the relevant regulatory authorities for the relevant approval, registration and filing procedures.

Date:

Signature(s) $^{(Note5)}$:

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, Muthung 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 1758 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 Wednesday, December 17, 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.
  9. Unless otherwise defined, capitalized terms used in this proxy form shall have the same meaning as those defined in the notice of the EGM dated November 28, 2025.

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.