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Nanjing Leads Biolabs Co., Ltd. Proxy Solicitation & Information Statement 2025

Nov 28, 2025

51155_rns_2025-11-28_e025bca6-819d-4aba-b33b-f927e499efac.pdf

Proxy Solicitation & Information Statement

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

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Nanjing Leads Biolabs Co., Ltd. (the “Company”) will be held at Floor 8, Building 03, 18E, Jialingjiang Street, Nanjing, PRC on Wednesday, December 17, 2025 at 10:00 a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated November 28, 2025 (the “Circular”):

AS SPECIAL RESOLUTIONS

  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.

  1. 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.

  2. To consider and approve the proposed cancellation of the Supervisory Committee and amendments to the Articles of Association.

Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.leadsbiolabs.com).

By order of the Board

Nanjing Leads Biolabs Co., Ltd.

南京维立志博生物科技股份有限公司

Dr. KANG XIAOQIANG

Chairman, Executive Director and

Chief Executive Officer

Nanjing, the People's Republic of China, November 28, 2025

As at the date of this notice, the Board comprises (i) Dr. Kang Xiaoqiang (Chairman of the Board), Dr. Lai Shoupeng and Mr. Zuo Honggang as executive Directors; (ii) Mr. Zhang Yincheng, Dr. Chen Renhai and Dr. Ni Jia as non-executive Directors; and (iii) Dr. Zhang Hongbing, Mr. Du Yilong and Ms. Du Jiliu as independent non-executive directors.

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Notes:

  1. Resolution to be submitted at the EGM shall be voted on by poll.

  2. The register of members of H shares will be closed from Friday, December 12, 2025 to Wednesday, December 17, 2025 (both days inclusive), during which period no transfer of H Shares will be effected. The record date for the purpose of ascertaining the eligibility of the holders of H shares to attend and vote at the EGM is on Wednesday, December 17, 2025. In order to be eligible to attend and vote at the forthcoming EGM, holders of H Shares must lodge all completed transfer documents accompanied by the relevant share certificates with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong on or before 4:30 p.m. on Thursday, December 11, 2025.

  3. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number and class of Shares in respect of which each such proxy is so appointed shall be specified in the appointment of the proxy.

  4. The form of proxy must be signed by the Shareholder or by an authorized person appointed by the Shareholder in writing. If the Shareholder is a legal person, it must be stamped with the seal of the legal person or signed by a director or duly authorized attorney. If the form is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorisation document must be notarised.

  5. In order to be valid, in the case of holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authorization document on behalf of the appointer, a notarially certified copy of that power of attorney or other authorization document, must be deposited with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for holding the EGM.

In case of registered joint holders of any Shares, any one of the registered joint holders can vote on such Shares at the EGM in person or by proxy as if he/she is the only holder entitled to vote. If more than one registered joint holders attend the EGM in person or by proxy, only the vote of the person whose name appears first in the register of members of the Company relating to such Shares (in person or by proxy) will be accepted as the sole and exclusive vote of the joint holders.

Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she/it so wish. In this case, the power of attorney will be deemed to have been revoked.

  1. The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the EGM are responsible for their own transportation and accommodation expenses.

  2. All times refer to Hong Kong local time, except as otherwise stated.