SinoMab BioScience Limited — Proxy Solicitation & Information Statement 2022

Oct 6, 2022

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SinoMab BioScience Limited 中國抗體製藥有限公司

(Incorporated in Hong Kong with limited liability) (Stock code: 3681)

Number of shares to which this form of proxy relates[(Note][1)]

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT THEATER R2, 10/F, UNITED CENTRE, 95 QUEENSWAY, ADMIRALTY, HONG KONG ON WEDNESDAY, 26 OCTOBER 2022 AT 10:00 A.M.

I/We[(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of SinoMab BioScience Limited (the ‘‘Company’’) HEREBY APPOINT the Chairman of the meeting[(Note][3)]

or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at Theater R2, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 26 October 2022 at 10:00 a.m. (and at any adjournment thereof). Please tick (‘‘P’’) the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note][4)] .

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ORDINARY RESOLUTIONS FOR AGAINST
1. ‘‘(undercontained‘‘‘‘THATStockSharesthe,Exchange’’subjectin)newwhichthesharetodocument’’may)andgrantingoptionfallconditionalmarkedtoschemeapprovalbe issued‘‘uponofA’’theforandproducedtheCompanytheListingallottedlistingtoCommitteepursuantthis(theof, meeting‘‘and2022topermissionoftheShareTheandexerciseStocksignedOptionto ExchangeofdealbyanySchemethein,optionschairmantheof’’),HongsharesthewhichofrulesKongofthismaytheofLimitedmeetingbewhichCompanygranted(thearefor
identification purpose, the 2022 Share Option Scheme and the scheme mandate limit of 50,312,020 Shares be and is
hereby approved and adopted and the directors of the Company be and are hereby authorised to take all such steps
and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such
other things, for and on behalf of the Company, as the directors of the Company may consider necessary, desirable or
expedient to effect and implement the 2022 Share Option Scheme, including without limitation,
a. administering the 2022 Share Option Scheme under which options will be granted to participants eligible
under the 2022 Share Option Scheme to subscribe for Shares;
b. modifying and/or amending the 2022 Share Option Scheme from time to time provided that such
modification and/or amendment is effected in accordance with the provisions of the 2022 Share Option
ofSchemeSecuritiesrelatingon theto modificationStock Exchangeand/or(‘‘ListingamendmentRulesand’’);the requirements of the Rules Governing the Listing
c. granting options to subscribe for Shares under the 2022 Share Option Scheme and allotting and issuing from
time to time such number of Shares as may be required to be issued pursuant to the exercise of the options
that may be granted under the 2022 Share Option Scheme and subject to the Listing Rules;
d. making application at the appropriate time or times to the Stock Exchange, and any other stock exchanges
upon which the issued shares of the Company may for the time being be listed, for the listing of, and
permission to deal in, any new shares of the Company or any part thereof that may hereafter from time to
time be allotted and issued pursuant to the exercise of the options granted under the 2022 Share Option
Scheme; and
e. requiredconsenting,or imposedif it so deemsby thefitrelevantand expedient,authoritiestoinsuchrelationconditions,to the 2022modificationsShare Optionand/orScheme.variations’’ as may be
2. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an
ordinary resolution:
‘‘THAT, the Service Provider Sublimit (as defined in the 2022 Share Option Scheme) on the total number of Shares
that may be issued in respect of all options and awards to be granted to service providers under all the share schemes
of the Company be and is hereby approved and adopted and the directors of the Company be and are hereby
authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal)
suchconsiderdocumentsnecessary,anddesirabledo such orotherexpedientthings,toforeffectand onandbehalfimplementof thetheCompany,Service Provideras the directorsSublimit.of’’ the Company may
Date: day of 2022 Signature(s) [(Note] [5)]
Notes:
1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more
than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
3. If any proxy other than the Chairman of the meeting 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. Any
shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. Every
shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
4. IMPORTANT:THE BOX MARKEDIF YOU‘‘AGAINSTWISH TO’’.VOTEIf no directionFOR A RESOLUTION,is given, your proxyPLEASEwill voteTICKor abstain(‘‘P’’) atTHEhis discretion.BOX MARKEDYour proxy‘‘FORwill’’. IFalsoYOUbe entitledWISH TOto voteVOTEat hisAGAINSTdiscretionAonRESOLUTION,any resolution properlyPLEASEputTICKto the(‘‘EGMP’’)
other than those referred to in the notice convening the EGM.
5. 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 seal or under the hand of a duly authorised officer. ANY
ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(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.
7. InHongorderKongto beInvestorvalid, thisServicesform Limited,of proxy atand17ManyFloor,authorityHopewell(if any)Centre,under 183whichQueenit is’ssigned,Road East,or a copyWanchai,of suchHongpowerKongor authority,not less thanmust48behoursdeposited(excludingat theanyCompanypart of’sashareday thatregistraris a publicin Hongholiday)Kong, beforeComputersharethe time
appointed for the meeting or the adjourned meeting (as the case may be) (i.e. not later than 10:00 a.m. on Monday, 24 October 2022 (Hong Kong time)).
8. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or poll concerned if you so wish. In such event, this form of proxy shall be deemed to be
revoked.
9. References to time and dates in this form of proxy are to Hong Kong time and dates.
PERSONAL INFORMATION COLLECTION STATEMENT
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Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Or By email to: hkinfo@computershare.com.hk

This document is made in English and Chinese. In case of any inconsistency, the English version shall prevail.