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

Jun 6, 2025

50407_rns_2025-06-06_313a9400-0f30-45f3-805a-9997f49c3137.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Lepu Biopharma Co., Ltd., you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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乐普生物

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)

(1) 2024 REPORT OF THE BOARD OF DIRECTORS
(2) 2024 REPORT OF THE BOARD OF SUPERVISORS
(3) 2024 ANNUAL REPORT
(4) 2024 FINANCIAL ACCOUNTS REPORT
(5) 2025 FINANCIAL BUDGET
(6) 2024 ANNUAL PROFIT DISTRIBUTION PLAN
(7) RE-APPOINTMENT OF AUDITOR
(8) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
(9) GENERAL MANDATE TO ISSUE ADDITIONAL SHARES AND
NOTICE OF THE 2024 ANNUAL GENERAL MEETING

A notice convening the AGM of Lepu Biopharma Co., Ltd. to be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, June 27, 2025 at 10:30 a.m. is set out in this circular. The form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lepubiopharma.com).

Shareholders who intend to appoint a proxy to attend the AGM shall complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or the Company's registered office in the PRC at No. 651, Lianheng Road, Minhang District, Shanghai, the PRC (for Domestic Shareholders) as soon as possible but in any event not less than 24 hours before the time fixed for holding the AGM (i.e., not later than 10:30 a.m. on Thursday, June 26, 2025) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM if they so wish and in such event the form of proxy shall be deemed to be revoked.

All dates and time in this circular refer to Hong Kong dates and time.

June 6, 2025


CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF THE 2024 ANNUAL GENERAL MEETING ... N-1

  • i -

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"AGM" or "Annual General Meeting"
the 2024 annual general meeting of the Company to be held, the notice of which is set out in pages N-1 to N-3 of this circular

"Board of Directors" or "Board"
the board of Directors of the Company

"Board of Supervisors"
the board of Supervisors of the Company

"China" or the "PRC"
the People's Republic of China, for the purpose of this circular, excluding the regions of Hong Kong, Macao and Taiwan

"Company"
Lepu Biopharma Co., Ltd. (樂普生物科技股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange (Stock code: 2157)

"Director(s)"
the director(s) of the Company

"Domestic Shareholder(s)"
holders of the Domestic Shares

"Domestic Shares"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and are unlisted shares which are currently not listed or traded on any stock exchange

"General Mandate"
a general mandate to be granted to the Board for exercising of the power of the Company to issue, allot and deal with the Domestic Shares and/or H Shares, the aggregate amount of which not exceeding 20% of the total number of Shares in issue as at the date of the passing of the related resolution granting such mandate at the AGM

"Group"
the Company and its subsidiaries from time to time

"H Share(s)"
overseas listed foreign invested ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Stock Exchange

  • 1 -

  • 2 -
DEFINITIONS
“H Shareholder(s)” holders of the H Shares
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
“PRC” the People’s Republic of China, for the purpose of this circular, excluding the regions of Hong Kong, Macao and Taiwan
“RMB” Renminbi, the lawful currency of the PRC
“Share(s)” share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the Domestic Shares and H Shares
“Shareholder(s)” holder(s) of the Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Supervisor(s)” the supervisor(s) of the Company
“%” per cent

LETTER FROM THE BOARD

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乐器生物

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)

Executive Directors:

Dr. Pu Zhongjie (蒲忠傑) (Chairman)

Dr. Sui Ziye (隋滋野) (Chief Executive Officer)

Non-executive Directors:

Mr. Yang Hongbing (楊紅冰)

Ms. Pu Jue (蒲珏)

Independent Non-executive Directors:

Mr. Zhou Demin (周德敏)

Mr. Yang Haifeng (楊海峰)

Mr. Fengmao Hua (華風茂)

Head Office and Principal Place of Business in the PRC:

No. 651, Lianheng Road

Minhang District, Shanghai

The PRC

Principal Place of Business in Hong Kong:

Room 1918, 19/F

Lee Garden One

33 Hysan Avenue Causeway Bay

Hong Kong

June 6, 2025

To the Shareholders:

Dear Sir/Madam,

(1) 2024 REPORT OF THE BOARD OF DIRECTORS
(2) 2024 REPORT OF THE BOARD OF SUPERVISORS
(3) 2024 ANNUAL REPORT
(4) 2024 FINANCIAL ACCOUNTS REPORT
(5) 2025 FINANCIAL BUDGET
(6) 2024 ANNUAL PROFIT DISTRIBUTION PLAN
(7) RE-APPOINTMENT OF AUDITOR
(8) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
(9) GENERAL MANDATE TO ISSUE ADDITIONAL SHARES

AND

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.


LETTER FROM THE BOARD

At the AGM, the ordinary resolutions will be proposed to consider and approve (if thought fit) the following:

(1) the report of the Board of Directors for the year 2024 (the “2024 Report of the Board of Directors”);
(2) the report of the Board of Supervisors for the year 2024 (the “2024 Report of the Board of Supervisors”);
(3) the annual report of the Group for the year 2024 (the “2024 Annual Report”);
(4) the financial accounts report of the Group for the year 2024 (the “2024 Financial Accounts Report”);
(5) the financial budget of the Group for the year 2025 (the “2025 Financial Budget”);
(6) the annual profit distribution plan of the Company for the year 2024 (the “2024 Annual Profit Distribution Plan”);
(7) the re-appointment of auditor of the Company for the year 2025;
(8) the appointment of non-executive director; and

At the AGM, a special resolution will be proposed to consider and approve (if thought fit) the following:

(9) the General Mandate to issue additional Shares.

II. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTIONS

(1) 2024 Report of the Board of Directors

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Board of Directors, the full text of which is set out in the 2024 Annual Report.

(2) 2024 Report of the Board of Supervisors

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Board of Supervisors, the full text of which is set out in the 2024 Annual Report.


LETTER FROM THE BOARD

(3) 2024 Annual Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Annual Report. The 2024 Annual Report is set out and published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lepubiopharma.com).

(4) 2024 Financial Accounts Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Financial Accounts Report, the full text of which is set out in the 2024 Annual Report.

(5) 2025 Financial Budget

An ordinary resolution will be proposed at the AGM to consider and approve the following 2025 Financial Budget.

After comprehensively considering the Group's operating and development situations, business objective for the year 2025, existing asset base, operating capacity, costs and expenses, industry conditions and development prospects, based on the 2024 Financial Accounts Report, the Group's 2025 Financial Budget will be mainly used for the Group's product commercialization, clinical trials, research and development of pipeline and daily operations, etc.

(6) 2024 Annual Profit Distribution Plan

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Annual Profit Distribution Plan. According to the financial status and the operation and development status of the Company, the Company did not have any profit available for distribution so far. The Company has decided not to make profit distribution or convert the capital reserve to increase the registered capital in 2024.

(7) Re-appointment of auditor for the year 2025

In line with the requirements of the Articles of Association and the auditing tasks of the Company, the Company proposes to re-appoint Ernst & Young to be the auditor of the Company for 2025 with a term commencing from the date of approval at the AGM until the conclusion of the 2025 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.


LETTER FROM THE BOARD

(8) Appointment of non-executive director

As disclosed in the announcement of the Company dated June 6, 2025, Mr. Yang Hongbing has resigned from his position as a non-executive Director of the Company due to pursuit of other professional and personal engagements. The Board proposed to appoint Ms. Qin Yiran (“Ms. Qin”) as a non-executive Director. Her term of office, if approved by the Shareholders at the AGM, will commence from the date on which the relevant resolution is passed at the AGM until the expiration of the term of the second session of the Board, subject to re-election upon the expiry of her term of office.

Details of the biography of Ms. Qin are set out as follows:

Ms. Qin Yiran (秦怡然), aged 34, is the investment director of Hainan Shiyu Private Equity Management Co., Ltd. (海南拾玉私募基金管理有限公司) (“Hainan Shiyu”).

From July 2018 to September 2020, Ms. Qin served as business manager at Zhongguancun Science-Tech Leasing Co., Ltd. (中關村科技租賃股份有限公司) (a company listed on the Stock Exchange, stock code: 1601). After joining Hainan Shiyu in September 2020, Ms. Qin has served as an analyst and investment manager.

Ms. Qin received her doctor’s degree in biology from Tsinghua University (清華大學) in the PRC in July 2018.

As at the Latest Practicable Date, Ms. Qin has not entered into service contract with the Company in respect of her appointment as a non-executive director of the Company. The appointment of Ms. Qin as a non-executive director of the Company will be effective upon the approval of the Shareholders at the AGM and end on the expiration of the term of the second session of the Board, subject to re-election upon the expiry of her term of office.

Ms. Qin has confirmed that she (i) has not held any other position within the Company and its subsidiaries and has not held any directorships in any other listed companies in Hong Kong or overseas in the last three years; (ii) does not have any interest or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations required to be disclosed pursuant to Part XV of the SFO; and (iii) has no relationships with any other Directors, Supervisors, members of senior management or substantial Shareholders. Save as disclosed herein, there is no other information required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

Subject to the approval of the Shareholders by way of an ordinary resolution at the AGM, the Company will enter into a service contract with Ms. Qin. Ms. Qin will not receive any remuneration from the Company during her term as a non-executive director of the Company.


LETTER FROM THE BOARD

SPECIAL RESOLUTION

(9) General Mandate

A special resolution will be proposed at the AGM by the Board, to consider and approve the granting of a general mandate to the Board to issue, allot and deal with additional Shares, the aggregate amount of which not exceeding 20% of the total number of Shares in issue as at the date of passing of the related resolution, and to authorize the Board to make amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the issue or allotment of additional Shares pursuant to the General Mandate. Details are as follows:

(a) Subject of the mandate

(i) granting of a general mandate to the Board, subject to market conditions and the needs of the Company, separately or concurrently issue, allot and deal with additional Domestic Shares and/or H Shares during the Relevant Period (as defined below), and the aggregate amount of which shall not exceed 20% of the number of existing Shares in issue as at the date of passing of such resolution at the AGM (including but not limited to ordinary shares, preference shares, securities convertible into Shares, options and warrants or similar right which may subscribe for any Share or above convertible securities), and decide to make or grant offers for sale, offers, agreements, share options, power to exchange for or convert into Shares or other powers as required or may be required to allot Shares. Notwithstanding the general mandate as set out above, provided that the allotment of Shares will effectively alter the control of the Company, the Board is required to obtain prior authorization at a general meeting by way of a special resolution to allot such Shares;

(ii) the Board be authorized to formulate and implement detailed issuance plan in the exercise of the above general mandate, including but not limited to the class and number of Shares to be issued, pricing mechanism and/or issuance/conversion/exercise price (including price range), form, time and period of issuance, allottees/transferees and use of proceeds, and whether to allot Shares to existing Shareholders;

(iii) the Board be authorized to engage professional advisers for matters related to the issuance and to approve and execute all acts, deeds, documents and other related matters as necessary, appropriate or advisable; to approve and execute, on behalf of the Company, agreements related to the issuance, including but not limited to underwriting agreement, placing agreement, engagement agreements of professional advisers;

  • 7 -

LETTER FROM THE BOARD

(iv) the Board be authorized to approve and execute, on behalf of the Company, documents in connection with the issuance to be submitted to regulatory authorities, to carry out relevant approval procedures required by regulatory authorities and place where the Company is listed, and to complete all necessary filings, registrations and records with the relevant government authorities of Hong Kong and/or any other regions and jurisdictions (if applicable);

(v) the Board be authorized to amend, as required by regulatory authorities within or outside the PRC, the related agreements and statutory documents; and

(vi) the Board be authorized to increase the registered capital of the Company after the issuance and to make corresponding amendments to the Articles of Association relating to share capital and shareholdings, etc., and to authorize the operating management of the Company to carry out the relevant procedures.

(b) Term of the mandate

Except that the Board may make or grant offers, agreements, options during the Relevant Period (as defined below) in relation to the issuance, which might require further promotion or implementation after the end of the Relevant Period, the exercise of the above mandate shall be within the Relevant Period.

The "Relevant Period" represents the period from the approval of the resolution as a special resolution at the AGM, until whichever is the earliest of:

(a) conclusion of the 2025 annual general meeting of the Company;

(b) expiration of the 12-month period from the date on which the resolution is approved at the AGM; and

(c) the revocation or variation of the mandate under the resolution by a special resolution at any general meeting of the Company.

The Board may only exercise the issuance plan in accordance with the Company Law of the PRC, the Securities Law of the PRC, the Listing Rules or all applicable laws, regulations and provisions of any other governments or regulatory authorities, and subject to obtaining approvals from the relevant government agencies.

As at the date of this circular, the Company had 1,710,614,838 Shares in issue. Subject to the passing of the resolution for the granting of the General Mandate, the Company would be entitled to allot, issue and deal with up to the maximum of 342,122,969 Shares on the basis that no further Shares will be issued prior to the AGM.

With reference to the General Mandate, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant thereto.


LETTER FROM THE BOARD

III. THE AGM

The AGM will be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, June 27, 2025 at 10:30 a.m.. The notice of the AGM is set out on pages N-1 to N-3 of this circular and is available on the respective websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.lepubiopharma.com).

IV. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the H Shareholders who are entitled to attend and vote at the AGM, the register of members of H Shares will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. The record date for determining the identity of the H Shareholders who are entitled to attend and vote at the AGM will be June 27, 2025. In order to be eligible for attending and voting at the AGM, all properly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 23, 2025.

V. PROXY ARRANGEMENT

The form of proxy of the AGM is published on the respective websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy should be returned to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and for holders of Domestic Shareholders, the form of proxy should be returned to the Company's principal place of office in the PRC, at No. 651, Lianheng Road, Minhang District, Shanghai, the PRC, by personal delivery or by post, not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 10:30 a.m. on Thursday, June 26, 2025) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any other adjourned meeting should you so wish and in such event the form of proxy shall be deemed to be revoked.

VI. VOTING BY POLL

Any vote of Shareholders at the AGM must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the AGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM.


LETTER FROM THE BOARD

To the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the AGM.

VII. RECOMMENDATION

The Board considers that, all the resolutions proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of these proposed resolutions.

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

IX. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By order of the Board

Lepu Biopharma Co., Ltd.

Dr. Pu Zhongjie

Chairman of the Board and Executive Director

  • 10 -

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

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乐器生物

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)

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 annual general meeting (the “AGM”) of Lepu Biopharma Co., Ltd. (the “Company”) will be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, June 27, 2025 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and approve the resolution on the report of the Board of Directors of the Company for the year 2024.
  2. To consider and approve the resolution on the report of the Board of Supervisors of the Company for the year 2024.
  3. To consider and approve the resolution on the annual report of the Group for the year 2024.
  4. To consider and approve the resolution on the financial accounts report of the Group for the year 2024.
  5. To consider and approve the resolution on the financial budget of the Group for the year 2025.
  6. To consider and approve the resolution on the annual profit distribution plan of the Company for the year 2024.
  7. To consider and approve the re-appointment of Ernst & Young as the auditor of the Company for 2025, for a term commencing from the date of approval at the AGM until the conclusion of the 2025 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.
  8. To consider and approve the proposed appointment of non-executive director.

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

  1. To consider and approve the resolution on the grant of a general mandate to the Board to issue, allot and deal with additional Shares.

Details of the above resolutions are set out in the circular of the Company to be published on June 6, 2025 in relation to the AGM. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular.

By order of the Board

Lepu Biopharma Co., Ltd.

Dr. Pu Zhongjie

Chairman of the Board and Executive Director

Shanghai, the PRC

June 6, 2025

  • N-2 -

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Notes:

  1. All resolutions at the AGM 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 AGM.

  2. Any shareholder entitled to attend and vote at the AGM 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 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 time fixed for holding the AGM (i.e. before 10:30 a.m. on Thursday, June 26, 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 AGM or any adjourned meeting thereof should he/she so wish.

  4. For the purpose of determining the list of H Shareholders who are entitled to attend the AGM, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025, both days inclusive, during which period no transfer of shares will be registered. The record date for determining the identity of the H Shareholders who are entitled to attend and vote at the AGM will be June 27, 2025. In order to be eligible to attend and vote at the AGM, unregistered holders of H Shares shall ensure all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 23, 2025 for registration.

  5. In case of joint shareholders, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

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

  7. A shareholder or his/her proxy should produce proof of identity when attending the AGM.

  8. The contact details of the above meeting are:

The Office of the Board of Lepu Biopharma Co., Ltd.
Address: No. 651, Lianheng Road, Minhang District, Shanghai, PRC
Phone: +86 10 8012 3991
Email: [email protected]

  1. All dates and time in this notice refer to Hong Kong dates and time.

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

– N-3 –