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Sinco Pharmaceuticals Holdings Limited Proxy Solicitation & Information Statement 2025

May 8, 2025

51056_rns_2025-05-08_25fdcaee-f60b-4cc2-a2eb-9131d1140443.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.

SINCO Pharmaceutical 兴科普药业

Sinco Pharmaceuticals Holdings Limited
兴科普医药控股有限公司

(Incorporated under the laws of the Cayman Islands with limited liability) (Stock Code: 6833)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Sinco Pharmaceuticals Holdings Limited (the “Company”) will be held at E5-1805, New Century Global Centre, No. 1700 Tianfu Avenue, Chengdu, Sichuan, China on Monday, 26 May 2025 at 10 a.m., for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company as an ordinary resolution. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 8 May 2025 in relation to the EGM (the “Circular”).

ORDINARY RESOLUTION

“THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the approval for the listing of, and permission to deal in, any Shares to be allotted and issued upon the exercise of the share options that may be granted under the new share option scheme of the Company (the “2025 Share Option Scheme”) (the rules relating to which (the “2025 Share Option Scheme Rules”) have been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification), the 2025 Share Option Scheme be and is hereby approved and the 2025 Share Option Scheme Rules be and are hereby adopted as the rules of the 2025 Share Option Scheme, and that the directors of the Company or their designated committee be and are hereby authorised to exercise all powers to give full effect to the 2025 Share Option Scheme, including without limitation:

(a) to give effect to and administer the 2025 Share Option Scheme as contemplated and in accordance with the 2025 Share Option Scheme Rules;

(b) to allot, issue or otherwise deal in new Shares of the Company and to make or grant offers and agreements under the terms of the 2025 Share Option Scheme Rules and rules of any other share schemes (as defined in Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) adopted by the Company pursuant to Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited which is then operational, which would or might

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require the exercise of such powers be generally and unconditionally approved; provided that the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company or their designated committee pursuant to the approval in this resolution in respect of all the share options to be granted under all share schemes of the Company (the "Scheme Mandate Limit"), shall not exceed in aggregate 10% of the Shares in issue (excluding treasury shares) at the date of passing of this resolution or the relevant date of approval of the refreshment of the Scheme Mandate Limit; and

(c) conditional upon the 2025 Share Option Scheme becoming effective, the existing share option scheme of the Company, adopted on 1 February 2016 and effective from 10 March 2016, and is hereby terminated upon the 2025 Share Option Scheme coming into effect (without prejudice to the rights and benefits of and attached to any outstanding options which have been granted under the 2016 Share Option Scheme prior to the date thereof (if any))."

On behalf of the Board
Sinco Pharmaceuticals Holdings Limited
Huang Xiangbin
Chairman and Executive Director

Hong Kong, 8 May 2025

Notes:

  1. All the resolutions set out in this Notice shall be decided by poll.
  2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one, or if he/she/it is a shareholder of more than one Share, more than one proxies to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. If more than one proxies is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it.
  3. The record date for the EGM is Monday, 26 May 2025, and all persons who are registered as Shareholders as of this date will be eligible to attend and vote at the EGM.
  4. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
  5. In the case of joint holders of a Share, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, the one of such joint holders so present whose name stands first on the Register of Members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

  1. In the case of an appointment of corporate representative by a corporate shareholder (other than a shareholder which is a Clearing House (as defined in the Company's articles of association) (or its nominee(s))), a copy of the resolution of its directors or other governing body of the shareholder authorising the appointment of the corporate representative or a form of notice of appointment of corporate representative issued by the Company for such purpose or a copy of the relevant power of attorney, together with an up-to-date copy of the shareholder's constitutive documents and a list of directors or members of the governing body of the shareholder as at the date of such resolution, or, as the case may be, power of attorney, in each case certified by a director, secretary or a member of the governing body of that shareholder and notarised, must be deposited at the Company's branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).

  2. References to time and dates in this notice are to Hong Kong time and dates.

  3. As at the date of this notice, the executive Directors are Mr. Huang Xiangbin, Mr. Lei Shifeng and Mr. Huang Zhijian; the non-executive Director is Ms. Jing Huan; and the independent non-executive Directors are Mr. Lau Ying Kit, Mr. Wang Qing, Mr. Liu Wenfang and Mr. Bai Zhizhong.

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