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Nanjing Leads Biolabs Co., Ltd. — Proxy Solicitation & Information Statement 2025
Nov 28, 2025
51155_rns_2025-11-28_820daa8d-0c94-42bc-8045-a27d36b86b69.pdf
Proxy Solicitation & Information Statement
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Leads Biolabs
Nanjing Leads Biolabs Co., Ltd.
南京维立志博生物科技股份有限公司
(A joint stock company established in the People's Republic of China with limited liability)
(Stock Code: 9887)
PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, DECEMBER 17, 2025
I/We (Note 1)
of (address) being the
registered holder(s) of Unlisted shares/H shares (the "Shares")(Note 2) of Nanjing Leads Biolabs Co., Ltd.
(the "Company") HEREBY APPOINT THE CHAIRMAN OF the meeting or (Note 3)
of as my/our proxy to
attend and act for me/us at the extraordinary general meeting (and any adjournment thereof) of the Company to be held at Floor 8, Building 03, 18E, Jialingjiang Street, Nanjing, the PRC at 10:00 a.m. on Wednesday, December 17, 2025 (the "EGM") for the purposes of considering and, if thought fit, passing the resolution as set out in the notice of EGM (the "Notice") and at such meeting (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).
| SPECIAL RESOLUTIONS | For (Note 4) | Against (Note 4) | Abstain (Note 4) | |
|---|---|---|---|---|
| 1. | To consider and if thought fit, pass with or without amendments, the proposed adoption of the H Share Award Scheme. | |||
| 2. | To consider and if thought fit, pass with or without amendments, the proposed authorization to the Board and/or the Delegate to handle matters in relation to the H Share Award Scheme. | |||
| 3. | To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution: |
THAT:
(a) subject to and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which may fall to be issued and allotted pursuant to awards which may be granted under the H Share Award Scheme, the H Share Award Schemes be and are hereby approved and adopted;
(b) the total number of new Shares to be allotted and issued pursuant to the H Share Award Scheme shall not exceed such number of Shares as equals to 5% of the Shares in issue as at the date of passing of this resolution; and
(c) the Directors be and are hereby authorized to do all such acts and to enter into all such arrangements as may be necessary or expedient in order to give full effect to the H Share Award Scheme, including but without limitation to: (i) grant awards under H Share Award Scheme and to allot and issue from time to time such number of Shares as may be required to be issued and/or transferred pursuant to the H Share Award Scheme and subject to the Listing Rules; (ii) make application at the appropriate time or times to the Listing Committee of the Stock Exchange and any other stock exchanges upon which the issued Shares may, for the time being, be listed, for listing of, and permission to deal in, any Shares which may hereafter from time to time be allotted and issued pursuant to the Share Schemes; and (iii) consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the H Share Award Scheme. | | | |
| SPECIAL RESOLUTIONS | For^{(Note 4)} | Against^{(Note 4)} | Abstain^{(Note 4)} |
|---|---|---|---|
| 4. To consider and approve the Service Provider Sublimit as defined in the H Share Award Scheme, subject to the adoption of the H Share Award Scheme. | |||
| 5. To consider and approve the proposed cancellation of the Supervisory Committee and amendments to the Articles of Association. |
Dated this __ day of __ 2025
Signature(s) $^{(Note 5)}$ :
Notes:
- Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK LETTERS.
- Please delete as inappropriate and insert the number of Shares registered in your name(s) 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).
- If any proxy other than the chairman of the EGM is preferred, strike out the words "THE CHAIRMAN OF the meeting 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. Such proxies may only exercise their voting rights in a poll. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.
- 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 YOU WISH TO ABSTAIN, TICK (√) IN THE RELEVANT BOX BELOW THE BOX MARKED "Abstain". 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 those referred to in the notice convening the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as "Abstained".
- 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.
- In case of joint holders of any Shares, any one of such joint holders may vote at the EGM, either personally 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 Meeting, personally 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).
- In order to be valid, the proxy form together with the notarized power of attorney or other authorization document (if any) must be deposited at the (i) Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for H shareholders); or (ii) the Company's head office and principal place of business in the PRC, at Floor 8, Building 03, 18E, Jialingjiang Street, Nanjing, the PRC (for holders of Unlisted Shares) not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof if he/she so wishes. Shareholders and shareholder proxies are required to produce identity proof when attending the EGM (and any adjournment thereof).
- Unless otherwise indicated, capitalized terms used in this proxy form shall have the same meanings as those defined in the circular of the Company 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 EGM (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 Computershare Hong Kong Investor Services Limited at the above address.