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Shanghai Junshi Biosciences Co., Ltd. — Proxy Solicitation & Information Statement 2025
Sep 15, 2025
50236_rns_2025-09-15_645c04ed-b005-4acd-9dc1-1df1f114d50b.pdf
Proxy Solicitation & Information Statement
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君实生物
TopAlliance
SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*
上海君寶生物醫藥科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1877)
SUPPLEMENTAL FORM OF PROXY FOR THE 2025 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 29 SEPTEMBER 2025
Important: If the shareholder(s) of the Company have/has not yet lodged the proxy form for the extraordinary general meeting (issued by the Company along with, among other things, the notice of the extraordinary general meeting (the "EGM") on 5 September, 2025) with the Company's H Share registrar, shareholders are requested to lodge only this supplemental proxy form, and if the proxy form has already been lodged, then please note that:
(i) the supplemental proxy form lodged with the Company's H Share Registrar by the H Shareholder not later 24 hours before the time appointed for the holding of the EGM will revoke and supersede the proxy form previously lodged by him/her. The supplemental proxy form will be treated as a valid proxy form lodged by the H Shareholder if correctly completed; and
(ii) if a supplemental proxy form is not lodged with the Company's H Share Registrar by the H Shareholder, the proxy form that was lodged will remain valid and effective to the fullest extent applicable if correctly completed. The authorized proxy of the H Shareholder holding the proxy form will be entitled to vote at his/her discretion (if no such instructions are given) on the additional resolutions numbered 9 and 10 which were not set out in the proxy form.
I/N(i) (Note 1)
of (Note 1)
being the registered holder(s) of (Note 2) A Shares/H Share (Note 3) of Shanghai Jinshi Biosciences Co., Ltd.* (the "Company"),
HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or
of
as my/our proxy to attend and vote for me/us on my/our behalf at the 2025 first extraordinary general meeting ("EGM") of the Company to be held at 15th Floor, Building 7, No. 6, Lane 100, Pingjiiajiao Road, Pudong New Area, Shanghai, the People's Republic of China on Monday, 29 September 2025 at 2:40 p.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM dated 5 September 2025 and the supplemental notice of EGM dated 15 September 2025 (collectively, the "Notices") (with or without amendment) as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the EGM and/or at any adjournment thereof.
Unless otherwise stated, capitalized terms used herein shall have the same meanings as that defined in the circular of the Company dated 5 September 2025 and the supplemental circular of the Company dated 15 September 2025.
| ORDINARY RESOLUTIONS | FOB (Note 5 & 6) | AGAINST (Note 5 & 6) | ABSTAIN (Note 5 & 6) | |
|---|---|---|---|---|
| 1. | The proposal in relation to the election of Independent Non-executive Director | |||
| 2. | The proposal in relation to the amendments to Certain Internal Management Policies | |||
| SPECIAL RESOLUTIONS | FOB (Note 5 & 6) | AGAINST (Note 5 & 6) | ABSTAIN (Note 5 & 6) | |
| 3. | The proposal in relation to change in registered capital, abolishment of the Board of Supervisors, and amendments to the Articles of Association and its appendices | |||
| 4. | The proposal in relation to the 2025 A Share Option Incentive Scheme of the Company (Draft) and its summary, and the proposed grant of A Share Options to a Director and substantial shareholder | |||
| 5. | The proposal in relation to the Assessment Management Measures for the Implementation of the 2025 A Share Option Incentive Scheme of the Company | |||
| 6. | The proposal in relation to the authorization granted by the general meeting to the Board of Directors to handle matters in relation to the 2025 A Share Option Incentive Scheme of the Company | |||
| 7. | The proposal in relation to the 2025 H Share Option Incentive Scheme of the Company | |||
| 8. | The proposal in relation to the authorization granted by the general meeting to the Board of Directors and/or the Scheme Administrator to handle matters in relation to the 2025 H Share Option Incentive Scheme of the Company | |||
| 9. | The proposal in relation to the proposed grant of H Share Options to Mr. Zhang Zhuching conditional upon the adoption of the 2025 H Share Option Incentive Scheme of the Company | |||
| 10. | The proposal in relation to the proposed grant of H Share Options to Dr. Yao Sheng conditional upon the adoption of the 2025 H Share Option Incentive Scheme of the Company |
Date:
Signature (Note 7)
Notes:
- Please insert full name(s) and address(es) (as shown in the register of members) in BLOCK CAPITALS.
- Please insert the number of shares of the Company registered under your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered under your name(s).
- Please delete as appropriate.
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Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more persons as his/her proxy(ies) to attend and vote on his/her behalf. A proxy need not be a member of the Company but must attend the meeting in person to represent the member. If a proxy/provider other than the Chairman is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the full name(s) and address(es) of the proxy (or persons) named in the space provided. A member of the Company who is the holder of two or more persons from whom they have previously been met may also be a member and may be a member of the Company who is the holder of two or more persons from whom the person has previously been met. If the proxy is a member of the Company who is the holder of two or more persons from whom the person has previously been met, the person may also be a member of the Company who is the holder of two or more persons from whom the person has previously been met.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (, ) THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (, ) THE APPROPRIATE BOXES MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (, ) THE APPROPRIATE BOXES MARKED "ABSTAIN". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.
- The resolution will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
- 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 under its common seal or under the hand of an officer, attorney or other person authorized to sign the same.
- To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's H Share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares) not later than 24 hours before the time appointed for this EGM or any adjournment thereof.
- Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such share and be deemed solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the entire holder who renders a vote, whether, in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
- Completion and return of the form of proxy will not preclude you from attending and voting at the meeting in person or any adjournment thereof and, in such event, the form of proxy shall be deemed invalid.
- Shareholders or their proxy(ies) attending this EGM should produce their identification documents.
- Reference to times and dates in this form of proxy are to Hong Kong local times and dates.
PERSONAL INFORMATION COLLECTION STATEMENT
"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance (Chapter 496 of the laws of Hong Kong) (the "PDPO"), which may include but not limited to your name, contact telephone number, email address and mailing address. Your supply of Personal Data is on a voluntary basis for the purpose of receiving Corporate Communications in the manner chosen. Your Personal Data will be retained for such period as may be necessary for our notification and record purposes.
You have the right to request access to and/or correction of the respective Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of the Personal Data should be in writing by either of the following means:
By mail to: Privacy Compliance Officer
Tricor Investor Services Limited
17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
By email to: [email protected]
For identification purpose only.