Mabpharm Limited — AGM Information 2021

Apr 21, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Mabpharm Limited, 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.

==> picture [73 x 86] intentionally omitted <==

Mabpharm Limited 邁博葯業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2181)

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Mabpharm Limited to be held at No. 301 Libing Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, PRC on Friday, June 18, 2021 at 2:00 p.m. is set out on pages 16 to 20 in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 2:00 p.m. on Wednesday, June 16, 2021 (Hong Kong time)) or the adjourned meeting (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 Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.mabpharm.cn).

References to time and dates in this circular are to Hong Kong time and dates.

April 22, 2021

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . .	5
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	– D etails of the Directors Proposed to be Re-elected	7
	at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix II – Explanatory Statement on the Share Repurchase Mandate. . . . . . . . . . . .		13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

– i –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at No. 301 Libing Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, PRC on Friday, June 18, 2021 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 20 of this circular, or any adjournment thereof

• “Articles of Association”

the articles of association of the Company currently in force

• “Asia Mabtech”

• Asia Mabtech Limited, a limited liability company incorporated in the BVI on November 23, 2017 and one of the Controlling Shareholders

• “Asia Pacific Immunotech Venture”

• Asia Pacific Immunotech Venture Limited, a limited liability company incorporated in the BVI on July 23, 2018 and one of the Controlling Shareholders

• “Board”

the board of Directors

• “China” or “PRC”

the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

• “Company” Mabpharm Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Controlling Shareholders” has the meaning ascribed thereto in the Listing Rules and, unless the context otherwise requires, refers to Mr. Guo Jianjun, Guo Family Trustee, Asia Pacific Immunotech Venture, Asia Mabtech and United Circuit

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “Guo Family Trust” Guo Family Trust, a trust created by Mr. Guo Jianjun on August 8, 2018 under the laws of BVI for the benefit of his family members, for which Guo Family Trustee serves as trustee

• “Guo Family Trustee” Guo Family (PTC) Limited, a limited liability company incorporated in the BVI on March 1, 2018 and the trustee of the Guo Family Trust

– 1 –

DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Issuance Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting, as set out on pages 17 to 18 of this circular “Latest Practicable Date” April 15, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time “Pre-IPO Share Option The share option scheme adopted by the Company on August 10, Scheme” 2018 for the benefit of our Directors and employees, a summary of the principal terms of which is set forth in the Prospectus “Prospectus” the prospectus issued by the Company on May 20, 2019 in connection with the Hong Kong public offering of the Shares “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of US$0.0001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company “Share Repurchase Mandate” a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting, as set out on page 17 of this circular

– 2 –

DEFINITIONS

“Shareholder(s)” holder(s) of Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong as amended from time to time

“United Circuit” United Circuit Limited ( 域聯有限公司 ), a limited liability company incorporated in the BVI on August 25, 2015 and one of the Controlling Shareholders “%” per cent

– 3 –

LETTER FROM THE BOARD

==> picture [73 x 86] intentionally omitted <==

Mabpharm Limited 邁博葯業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2181)

Executive Directors:

Dr. Wang Hao (Chief Executive Officer) Mr. Li Yunfeng Dr. Li Jing Mr. Tao Jing

Non-executive Directors: Mr. Jiao Shuge (Chairman) Mr. Guo Jianjun

Independent Non-executive Directors: Mr. Guo Liangzhong Dr. Zhang Yanyun Dr. Liu Linqing

Registered Office: Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands

Principal Place of Business in Hong Kong: Room A, 18/F, Hong Xiang Centre, 83 Queen’s Road East, Wanchai, Hong Kong

April 22, 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Friday, June 18, 2021 for (i) the re-election of Directors; (ii) the granting of the Share Repurchase Mandate; and (iii) the granting of the Issuance Mandate and the extension of the Issuance Mandate granted to the Directors to issue and allot the Shares repurchased by the Company under the Share Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 112 of the Articles of Association, Mr. Li Yunfeng, Dr. Li Jing, Mr. Tao Jing shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

The Board has reviewed its structure and composition, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy and the Company’s corporate strategy.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

The current general mandate granted to the Directors to repurchase Shares pursuant to the written shareholders’ resolutions of the Company passed on June 23, 2020 will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 17 of this circular (i.e. a total of 412,408,000 Shares on the basis that no further Shares are issued or repurchased before the Annual General Meeting).

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

The current general mandate granted to the Directors to issue Shares pursuant to the written shareholders’ resolutions of the Company passed on June 23, 2020 will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 17 to 18 of this circular (i.e. a total of 824,816,000 Shares on the basis that no further Shares are issued or repurchased before the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

– 5 –

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 16 to 20 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must 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. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.mabpharm.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 2:00 p.m. on Wednesday, June 16, 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

6. RECOMMENDATION

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.

The Directors consider that the proposed re-election of retiring Directors and granting of the Share Repurchase Mandate and the Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Mabpharm Limited Jiao Shuge Chairman

– 6 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE‑ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Mr. Li Yunfeng, Executive Director

Position and Experience

Mr. Li Yunfeng (“ Mr. Li ”), aged 44, is the chief financial officer of our Company and was appointed as an executive Director since July 20, 2018. He is primarily responsible for overseeing the management of finance, investment and legal work of our Group. Mr. Li joined our Group and served as a deputy general manager of Taizhou Mabtech Pharmaceutical Limited ( 泰州邁博太科 藥業有限公司 ) (“ Taizhou Pharmaceutical ”) and Taizhou Mabtech Biotechnology Limited ( 泰 州邁博太科生物技術有限公司 ) (“ Taizhou Biotech ”) respectively since March 2016.

Mr. Li has over 17 years of experience in the biotechnology industry, which in the Directors’ view, enables him to competently carry out responsibilities in our Group. From January 2002 to June 2009, and from July 2010 to November 2012, Mr. Li was employed by Shanghai CP Guojian Pharmaceutical Co., Ltd. ( 上海中信國健藥業股份有限公司 ) (currently known as Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. ( 三生國健藥業 ( 上海 ) 股份有限公司 )) as a deputy general manager. Mr. Li worked as a deputy general manager at Shanghai National Engineering Research Center of Antibody Medicine Co., Ltd. ( 上海抗體藥物國家工程研 究中心有限公司 ) from July 2009 to June 2010 and a general manager of Shanghai Lansheng Guojian Pharmaceutical Co., Ltd. ( 上海蘭生國健藥業有限公司 ) (currently known as Shanghai Xingsheng Pharmaceutical Co., Ltd. ( 上海興生藥業有限公司 )) from December 2012 to March 2016. Mr. Li served as a deputy general manager of Shanghai Zhangjiang Biotechnology Co., Ltd. ( 上海張江生 物技術有限公司 ) (“ Zhangjiang Biotechnology ”) from March 2016 to July 2017. He also worked as a deputy general manager of Shanghai Biomabs Pharmaceuticals Co., Ltd. ( 上海 百邁博製 藥有限公司 ) (“ Biomabs ”) and Shanghai Sinomab Biotechnology Co., Ltd. ( 上海邁 泰君奧 生物技術有限公司 ) (“ MTJA ”) respectively from March 2016 to August 2018.

Mr. Li obtained a bachelor degree in international economics from Nanjing Normal University ( 南京師範大學 ) in July 1998.

Mr. Li was a legal representative of the following dissolved company, which was incorporated in PRC, prior to its dissolution:

	Place of	Nature of	Means of
Name of company	incorporation	business	dissolution	Date of dissolution	Reasons of dissolution
Jiangsu Guojian	PRC	Pharmaceutical	Deregistration	September 29, 2011	Cessation of business
Biotechnology Co., Ltd		manufacturing
(江蘇國健生物技術		industry
有限公司)

– 7 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE‑ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Li confirmed that the above company was solvent at the time when it was dissolved by way of deregistration. Mr. Li confirmed that there was no wrongful act on his part leading to the dissolution of Jiangsu Guojian Biotechnology Co., Ltd, and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution.

Mr. Li has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Director’s emoluments

Mr. Li has entered into a director service contract with the Company under which he agreed to act as an executive Director for an initial term of three years commencing from May 31, 2019, determinable by not less than three months’ notice in writing served by either party on the other. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Li is entitled to receive salary of RMB670,000 per annum as determined by the Board with reference to his job responsibility as an executive director, prevailing market rate together with discretionary bonus based on his performance.

The salary, allowances and benefits in kind of Mr. Li for the year ended December 31, 2020 was approximately RMB1,317,000 (including approximately RMB515,000 share-based payment expenses).

Relationships

Mr. Li does not have any relationships with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Li was deemed to be beneficially interested in 3,236,234 underlying Shares, representing approximately 0.08% of the issued share capital of the Company, within the meaning of Part XV of the SFO, representing the options granted to him by the Company under the Pre-IPO Share Option Scheme.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. Li involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders.

– 8 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE‑ELECTED AT THE ANNUAL GENERAL MEETING

(2) Dr. Li Jing, Executive Director

Position and Experience

Dr. Li Jing (“ Dr. Li ”), aged 54, is a vice president of our Company and was appointed as an executive Director since July 20, 2018. Dr. Li is primarily responsible for supervising clinical trials, and registration affairs of our Group. Dr. Li joined our Group and served as a deputy general manager of Taizhou Pharmaceutical and Taizhou Biotech since February 2015 and November 2016 respectively.

Dr. Li has more than 17 years of experience in the biotechnology industry. Prior to joining our Company, Dr. Li was a medical director at Shanghai CP Guojian Pharmaceutical Co., Ltd. ( 上海中信國健藥業股份有限公司 ) (currently known as Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. ( 三生國健藥業 ( 上海 ) 股份有限公司 )) from March 2002 to August 2004. Dr. Li was a deputy general manager at Shanghai Lansheng Guojian Pharmaceutical Co., Ltd. ( 上 海蘭生國健藥業有限公司 ) (currently known as Shanghai Xingsheng Pharmaceutical Co., Ltd. ( 上海興生藥業有限公司 )) from September 2004 to February 2006. From March 2006 to June 2009, Dr. Li was employed by Zhangjiang Biotechnology as a researcher. From May 2009 to July 2012, Dr. Li was a medical director at Shanghai National Engineering Research Center of Antibody Medicine Co., Ltd. ( 上海抗體藥物國家工程研究中心有限公司 ). From August 2012 to July 2017, Dr. Li served as a deputy general manager at Zhangjiang Biotechnology. Dr. Li also worked as a deputy general manager of MTJA and Biomabs from August 2012 and November 2015, respectively, and resigned in August 2018.

Dr. Li was accredited as a senior pharmaceutical engineer by Guangdong Medical and Pharmaceutical Advanced Professional Qualification Advisory Committee ( 廣東省醫藥專業 技術高級專業技術資格評審委員會 ) in February 2001. In May 2007, Dr. Li was appointed by Shanghai Municipal Science and Technology Commission ( 上海市科學技術委員會 ) as a technology foresights expert in key areas of science and technology development for the year of 2007 to 2008. Dr. Li received Shanghai Municipality’s Excellent Discipline Leaders Program (Category B) Scholarship ( 上海市優秀學科帶頭人計劃 (B 類 ) 資助 ) in November 2007. She was also appointed as a member of the Committee of Quality Expert of China Protein Drug Quality Alliance ( 中國蛋白藥物質量聯盟質量專家委員會 ) in March 2016, serving from March 2016 to March 2019. In August 2017, Dr. Li was appointed as a member of Chinese Pharmacopoeia Commission ( 中華人民共和國藥典委員會 ).

Dr. Li received a bachelor degree in microbiology from Fudan University ( 復旦大學 ) in July 1989, and a Ph.D. in oncology from the Second Military Medical University ( 第二軍醫大學 ) (currently known as the People’s Liberation Army Navy Medical University ( 中國人民解放軍海 軍軍醫大學 )) in June 2009.

– 9 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE‑ELECTED AT THE ANNUAL GENERAL MEETING

Dr. Li was a supervisor of the following dissolved company, which was incorporated in PRC, prior to its dissolution:

Place of Nature of Means of Reasons of Name of company incorporation business dissolution Date of dissolution dissolution Shanghai Jitu Biotech PRC Biotechnology Deregistration August 2, 2018 Cessation of business Co., Ltd industry ( 上海基途生物科 技有限公司 )

Dr. Li confirmed that the above company was solvent at the time when it was dissolved by way of deregistration. Dr. Li confirmed that there was no wrongful act on him part leading to the dissolution of Shanghai Jitu Biotech Co., Ltd and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution.

Dr. Li has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Director’s emoluments

Dr. Li has entered into a director service contract with the Company under which he agreed to act as an executive Director for an initial term of three years commencing from May 31, 2019, determinable by not less than three months’ notice in writing served by either party on the other. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Dr. Li is entitled to receive salary of RMB495,000 per annum as determined by the Board with reference to his job responsibility as an executive director, prevailing market rate together with discretionary bonus based on his performance.

The salary, allowances and benefits in kind of Dr. Li for the year ended December 31, 2020 was approximately RMB1,139,000 (including approximately RMB515,000 share-based payment expenses).

Relationships

Dr. Li does not have any relationships with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

– 10 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE‑ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As at the Latest Practicable Date, Dr. Li was deemed to be beneficially interested in 3,236,234 underlying Shares, representing approximately 0.08% of the issued share capital of the Company, within the meaning of Part XV of the SFO, representing the options granted to him by the Company under the Pre-IPO Share Option Scheme.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Dr. Li involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Li that need to be brought to the attention of the Shareholders.

(3) Mr. Tao Jing, Executive Director

Position and Experience

Mr. Tao Jing (“ Mr. Tao ”), aged 48, joined Taizhou Pharmaceutical in February 2015 as its deputy general manager and was appointed as the vice president of the Company and the general manager of Taizhou Pharmaceutical since August 2018 and an executive Director of the Company since October 28, 2020. He is primarily responsible for overseeing production of drugs of the Group. Prior to joining our Group, Mr. Tao was employed by Shanghai CP Guojian Pharmaceutical Co., Ltd. ( 上海中信國健藥業股份有限公司 ) (currently known as Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. ( 三生國健藥業 ( 上海 ) 股份有限公司 )) as a deputy manager and manager in pronucleus department and an operation manager and deputy chief engineer from May 2002 to May 2012. Mr. Tao served as a deputy chief engineer at Shanghai National Engineering Research Center of Antibody Medicine Co., Ltd. ( 上海抗體藥物國家工 程研究中心有限公司 ) from June 2012 to July 2012. Mr. Tao served as a director of research and development department at MTJA and Zhangjiang Biotechnology respectively from August 2012 to March 2015, primarily responsible for pharmaceutical research and development. Mr. Tao received a bachelor degree in Biochemistry from Anhui University ( 安徽大學 ) in July 1994. He also obtained an advanced certificate in biochemistry from Shanghai Municipal Human Resources and Social Security Bureau ( 上海市人力資源和社會保障局 ) in November 2013.

Mr. Tao has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

– 11 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE‑ELECTED AT THE ANNUAL GENERAL MEETING

Director’s emoluments

Mr. Tao has entered into a director service contract with the Company under which he agreed to act as an executive Director for an initial term of three years commencing from October 28, 2020, determinable by not less than three months’ notice in writing served by either party on the other. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Tao is entitled to receive salary of RMB545,000 (including remunerations for his other positions assumed within the Group) per annum as determined by the Board with reference to his job responsibility as an executive director, prevailing market rate together with discretionary bonus based on his performance.

The salary, allowances and benefits in kind of Mr. Tao for the year ended December 31, 2020 was approximately RMB333,000 (including approximately RMB86,000 share-based payment expenses).

Relationships

Mr. Tao does not have any relationships with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Tao was deemed to be beneficially interested in 3,311,426 underlying shares, representing approximately 0.082% of the issued share capital of the Company within the meaning of Part XV of the SFO, representing the options granted to him and his spouse by the Company under the Pre-IPO Share Option Scheme.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. Tao involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Tao that need to be brought to the attention of the Shareholders.

– 12 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,124,080,000 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, i.e. the issued Shares of the Company being 4,124,080,000 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 412,408,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2020) in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 13 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the 12 calendar months preceding and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
May	1.51	0.95
June	1.39	1.06
July	1.40	1.20
August	1.27	1.22
September	1.24	1.15
October	1.21	1.15
November	1.19	1.10
December	1.18	1.05
2021
January	1.15	0.94
February	1.13	1.04
March	1.29	1.11
April (up to the Latest Practicable Date)	1.25	1.18

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

– 14 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Guo Jianjun was deemed to be interested in 2,227,000,000 Shares representing approximately 54.00% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the aggregate shareholding of Mr. Guo Jianjun would be increased to approximately 60.00% of the issued share capital of the Company. The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [73 x 86] intentionally omitted <==

Mabpharm Limited 邁博葯業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2181)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Mabpharm Limited (the “ Company ”) will be held at No. 301 Libing Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, PRC on Friday, June 18, 2021 at 2:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended December 31, 2020.

2. 2(a). To re-elect Mr. Li Yunfeng as executive director.

3. 2(b). To re-elect Dr. Li Jing as executive director.

4. 2(c). To re-elect Mr. Tao Jing as executive director.

5. 2(d). To authorize the board of directors to fix directors’ remuneration.

6. To re-appoint Ernst & Young as auditors and to authorize the board of directors to fix their remuneration.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

• (c) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of options under a share option scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

• (c) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”

By Order of the Board Mabpharm Limited Jiao Shuge Chairman

Hong Kong, April 22, 2021

Notes:

1. All resolutions at the meeting 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 “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 2:00 p.m. on Wednesday, June 16, 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Tuesday June 15, 2021 to Friday June 18, 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, June 11, 2021.

2. Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the meeting against the epidemic to protect the Shareholders from the risk of infection:

3. (i) Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue;

4. (ii) Every Shareholder or proxy is required to wear surgical facial mask throughout the meeting; and

5. (iii) No refreshment will be served.

Furthermore, the Company wishes to advise the Shareholders, particularly the Shareholders who are subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the meeting as a proxy to vote on the resolutions, instead of attending the meeting in person.

1. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board of Directors comprises Dr. Wang Hao, Mr. Tao Jing, Mr. Li Yunfeng, and Dr. Li Jing as executive Directors; Mr. Jiao Shuge and Mr. Guo Jianjun as non-executive Directors; and Mr. Guo Liangzhong, Dr. Zhang Yanyun and Dr. Liu Linqing as independent non-executive Directors.

– 20 –