Qyuns Therapeutics Co., Ltd. — Proxy Solicitation & Information Statement 2024

Sep 27, 2024

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Qyuns Therapeutics Co., Ltd. 江蘇荃信生物醫藥股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2509)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, OCTOBER 25, 2024

Number of shares to which this form of proxy relates[(Note1)] I/We[(Note 2)] of being the registered holder(s)of[(Note 3)] unlisted shares/H shares[[(Note 4)]] of RMB1.00 each in the share capital of Qyuns Therapeutics Co., Ltd. (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note 5)] or

unlisted shares/H shares[[(Note 4)]] of RMB1.00 each in

of as my/our proxy(ies): (a) to attend and act for me/us at the extraordinary general meeting (the “ EGM ”) (or at any adjournment thereof) of the Company to be held at 2:00 p.m. on Friday, October 25, 2024 at North Conference Room, 2nd Floor, Building 1, No.907 Yaocheng Avenue, Taizhou City, Jiangsu Province, the PRC (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions (the “ Resolutions ”) as set out in the notice convening the EGM (the “ Notice ”); and (b) at the EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below or, if no such indication is given, as my/our proxy(ies) think(s) fit.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
1.	To consider and, if thought fit, approve the Cooperation Agreement dated July 19, 2024 entered into between the Company and Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. (杭州中美華東製藥有 限公司) (the “Cooperation Agreement”) (including the transactions contemplated thereunder) and the Proposed Annual Caps for each of the three years ending December 31, 2026 as set out in the Circular; and to authorize any Director to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Cooperation Agreement.
2.	To consider and, if thought fit, approve the appointment of Mr. Qiu Jiwan as executive Directors of the second session of the Board.
3.	To consider and, if thought fit, approve the appointment of Mr. Wu Yiliang as executive Directors of the second session of the Board.
4.	To consider and, if thought fit, approve the appointment of Mr. Lin Weidong as executive Directors of the second session of the Board.
5.	To consider and, if thought fit, approve the appointment of Mr. Yu Xi as non-executive Directors of the second session of the Board.
6.	To consider and, if thought fit, the appointment of Mr. Wu Zhiqiang as non-executive Directors of the second session of the Board.
7.	To consider and, if thought fit, approve the appointment of Dr. Xue Mingyu as non-executive Directors of the second session of the Board.
8.	To consider and, if thought fit, approve the appointment of Dr. Zou Zhongmei as independent non-executive Directors of the second session of the Board.
9.	To consider and, if thought fit, approve the appointment of Dr. Ling Jianqun as independent non-executive Directors of the second session of the Board.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
10.		To consider and, if thought fit, approve the appointment of Mr. Fung Che Wai, Anthony as independent non-executive Directors of the second session of the Board.
11.		To consider and, if thought fit, approve the appointment of Mr. Ye Xiang as the non-employee representative Supervisors of the second session of the Board of Supervisors.
12.		To consider and, if thought fit, approve the appointment of Dr. Ding Chao as the non-employee representative Supervisors of the second session of the Board of Supervisors.
Date:	2024 Signature(s)(Note 7)

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

2. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS .

3. Please insert the total number of shares registered in your name(s).

4. Please strike out the type of shares (unlisted shares or H shares) to which this form of proxy does not relate.

5. If any proxy other than the Chairman of the EGM is preferred, please strike out the words “ THE CHAIRMAN OF THE MEETING ” 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 on his behalf. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you. As regards any shareholder which is a corporation, its legal representative or any person duly authorised pursuant to a resolution of its board of directors or any other decision-making body shall attend the EGM as its representative. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN, PLEASE TICK IN THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice.

7. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or signed by its director(s) or duly authorised executive(s) or attorney(ies). If this form of proxy is signed by an attorney of a shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.

8. In accordance with the Company’s articles of association, as far as all joint shareholders of any shares are concerned, only the joint shareholder whose name appears first in the register of members shall be entitled to receive notices of the Company. In the case of joint shareholders, any one shareholder may sign the form(s) of proxy. 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 in respect of the joint shareholding.

9. In order to be valid, this form of proxy together with the notarized power of attorney or other authorisation document (if any) must be deposited at the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time fixed for the EGM (i.e., not later than 2:00 p.m. on Thursday, October 24, 2024 (Hong Kong time)) (the “ Closing Time ”).

10. A shareholder or his/her/its proxy should produce proof of identity when attending the EGM.

11. Completion, signing and return of this form of proxy will not preclude you from attending and voting in person at the EGM should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

12. References to time and dates in this proxy form are to Hong Kong time and dates.

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 of the Company (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 authorised 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 Tricor Investor Services Limited at the above address.