Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2021

Apr 22, 2021

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Shanghai Henlius Biotech, Inc. 上海復宏漢霖生物技術股份有限公司

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

(Stock Code: 2696)

FORM OF PROXY FOR THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS TO BE HELD ON TUESDAY, 25 MAY 2021

Number of Shares Related to this Form of Proxy [(Note][1)] domestic shares

I/We [(Note][2)]

of (address)

being the registered holder(s) of [(Note][3)]

domestic shares of RMB1.00 each in the share capital of Shanghai Henlius Biotech, Inc. (the “ Company ”) hereby appoint the Chairman

of the meeting or

(Note 4)

of (address)

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2021 first class meeting of the domestic shareholders of the Company (the “ Class Meeting of Domestic Shareholders ”) to be held after the conclusion of the 2021 annual general meeting of the Company, at Conference Room, 5th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai, PRC at 2:00 p.m. on Tuesday, 25 May 2021, (or at any adjournment thereof) in respect of the resolutions as set out in the notice of Class Meeting of Domestic Shareholders dated 23 April 2021 as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise indicated, capitalised terms used in the following resolutions shall have the same meanings as those defined in the circular of the Company dated 23 April 2021.

		Special Resolutions	For (Note 5)Against (Note 5)Abstain (Note 5)	For (Note 5)Against (Note 5)Abstain (Note 5)	For (Note 5)Against (Note 5)Abstain (Note 5)	For (Note 5)Against (Note 5)Abstain (Note 5)	For (Note 5)Against (Note 5)Abstain (Note 5)	For (Note 5)Against (Note 5)Abstain (Note 5)	For (Note 5)Against (Note 5)Abstain (Note 5)
	1.	To consider and approve the extension of resolutions in relation
		to the A Share Offering and Listing.
	2.	To consider and approve the extension of the validity period of
		the authorization to the Board to deal with matters relating to
		the A Share Offering and Listing.
	3.	To consider and approve the resolution in relation to the
		updated plan for use of proceeds raised from	the A Share
		Offering.

Date:

Signature [(Note][6)]

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK LETTERS .

3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “ the Chairman of the meeting or ” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

5. Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR” or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST” or insert the number of shares held by you. If you want to abstain from voting on any resolution, please put a tick in the box marked “ABSTAIN” or insert the number of shares held by you. If no direction is given, your proxy may vote as he/she thinks fit. The shares abstained will be counted in the calculation of the required majority.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this form of proxy may be signed by any of such joint holders.

7. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarized copy of that power of attorney or other authority must be delivered to the Company’s Board secretary office, at 9th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai not less than 24 hours before the time for holding of the Class Meeting of Domestic Shareholders (i.e. before 2:00 p.m. on Monday, 24 May 2021) or the adjournment meeting (as the case may be).

8. Where there are joint holders of any share of the Company, any one of such persons may vote at the Class Meeting of Domestic Shareholders, either personally or by proxy, in respect of such share as if he or she was solely entitled thereto, but if more than one of such joint holders are present at the Class Meeting of Domestic Shareholders, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof. 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 of the Company in respect of the joint shareholding of such shares.

9. Please be advised that completion and delivery of this form of proxy will not preclude you from attending and voting at the Class Meeting of Domestic Shareholders or any of its adjournments in person should you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxies)supplyand ofyouryourvotingand yourinstructionsproxy’sfor(ortheproxies’)AGM ofname(s)the Companyand address(es)(the “ Purposes is on a”).voluntaryWe maybasistransferfor theyourpurposeand yourof proxy’sprocessing(or yourproxies’)requestname(s)for theandappointmentaddress(es)oftoa ourproxyagent,(or 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 made in writing by mail to the Company’s principal place of business in Hong Kong at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.