Nanjing Leads Biolabs Co., Ltd. — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Nanjing Leads Biolabs Co., Ltd. (the “Company”) will be held at Floor 6, Building 03, 18E, Jialingjiang Street, Nanjing, PRC on Friday, May 15, 2026 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 April 24, 2026 (the “Circular”):

ORDINARY RESOLUTIONS

1. To consider and approve the work report of the Board of Directors of the Company (the “Board”) for the year 2025.
2. To consider and approve the final financial report of the Company for the year 2025.
3. To consider and approve the annual report of the Company for the year 2025.
4. To consider and approve the profit distribution plan of the Company for the year 2025.
5. To consider and approve the appointment of Dr. Wu Fenglan (吳鳳嶼) as a non-executive Director of the Company.
6. To consider and approve the re-appointment of Ernst & Young as the auditor of the Company for the year 2026 and to authorize the Board to determine its remuneration.

7. To consider and approve the directors remuneration plan for the year 2026.

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SPECIAL RESOLUTIONS

1. To consider and, if thought fit, pass the following resolution as special resolution:

“THAT:

(A) To consider and approve the grant of a general mandate to the Board to allot, issue and deal with additional Shares during the Relevant Period. The Board may, independently or simultaneously, allot, issue and deal with additional Shares (including the sale or transfer of treasury shares) (other than pursuant to the issue of shares by conversion of the surplus reserve into the share capital in accordance with the PRC Company Law and the Articles of Association) that shall not exceed 20% of the total issued Shares (excluding treasury shares, if any) as at the date of passing the resolution. The exercise of the general mandate shall comply with conditions below:

(i) The Board may make or grant Share sales proposal and agreements which would or might require the exercise of such power after expiry of the Relevant Period:

For the purpose of this resolution, the “Relevant Period” means the period from the date of passing this resolution until the earliest of either:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution at the general meeting; or
(b) the expiry date of 12 months after the passing of this resolution at the general meeting; or
(c) the date on which the authorization set out in this resolution is revoked or amended by a special resolution in a general meeting of the Company.

(ii) The number of Shares to be allotted, issued or dealt with or conditionally or unconditionally agreed to be allotted, issued or dealt with (whether pursuant to the exercise of options or otherwise by the Board) shall not exceed 20% of the total issued Shares (excluding treasury shares, if any) as at the date of passing the resolution.

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(iii) The Board will exercise the power under such mandate in accordance with the PRC Company Law, other applicable laws and regulations of the PRC and the Listing Rules as amended from time to time and upon the necessary approval from the China Securities Regulatory Commission and other relevant authorities.

(B) The Board be and is hereby authorized to make such amendments to the Articles of Association of the Company as it thinks fit so as to increase the registered share capital and reflect the new capital structure of the Company upon the allotment, issuance of and dealing with shares as contemplated in the above paragraph (A) of this resolution in accordance with the PRC Company Law, other applicable laws and regulations in the PRC and the Listing Rules; and

(C) Contingent on the Board resolving to allot, issue and deal with shares of the Company pursuant to paragraph (A) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be approved, executed and done, all such documents, deeds and things as it may consider necessary in connection with the issuance, allotment of and dealing with such shares including, without limitation, determining the size of the issue, the issue price, the use of proceeds from the issue, the target of the issue and the place and time of the issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities."

1. To consider and, if thought fit, pass the following resolution as special resolution:

“THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase H shares of the Company 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 recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;

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(b) the aggregate number of the shares of the Company, which may be repurchased by the Company pursuant to the approval in paragraph (a) above of this resolution during the Relevant Period shall not exceed 10% of the number of the issued H shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly;

(c) subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(d) for the purposes of this special resolution,

“Relevant Period” means the period from the passing of this special resolution until 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 conferred to the Board set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.”

1. To consider and approve the proposed amendments to the Articles of Association.

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, April 24, 2026

As at the date of this notice, the Board comprises (i) Dr. Kang Xiaogiang (Chairman of the Board), Dr. Lai Shoupeng and Mr. Zuo Honggang as executive Directors; (ii) Mr. Zhang Yincheng and Dr. Chen Renhai 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 AGM shall be voted on by poll.

2. The register of members of H shares will be closed from Tuesday, May 12, 2026 to Friday, May 15, 2026 (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 AGM is on Friday, May 15, 2026. In order to be eligible to attend and vote at the forthcoming AGM, 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 Monday, May 11, 2026.

3. Shareholders who are entitled to attend and vote at the AGM 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 (i) 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 (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 appointed for holding the AGM (i.e. not later than 10:00 a.m. on Thursday, May 14, 2026).

In case of registered joint holders of any Shares, any one of the registered joint holders can vote on such Shares at the AGM 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 AGM 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 AGM 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 AGM is expected to last for no more than half a day. Shareholders or their proxies attending the AGM are responsible for their own transportation and accommodation expenses.

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