SinoMab BioScience Limited — Proxy Solicitation & Information Statement 2021

Nov 23, 2021

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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 R1, 10/F, UNITED CENTRE, 95 QUEENSWAY, ADMIRALTY, HONG KONG ON TUESDAY, 14 DECEMBER 2021 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 R1, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 14 December 2021 at 10:00 a.m. (and at any adjournment thereof).

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
	1	(a). the Supplemental Agreement and its execution thereof and implementation of the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and (b). the directors of the Company or any other person authorised by the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Supplemental Agreement and the transactions contemplated thereunder.
	2	(a). the License Agreement and its execution thereof and implementation of the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and (b). the directors of the Company or any other person authorised by the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the License Agreement and the transactions contemplated thereunder.
	Date:	day of	2021 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 of the Company present in person or by proxy shall be entitled to one vote for each share held by him.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM 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. In order to be valid, this form of proxy and any authority (if any) under which it is signed, or a copy of such power or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the meeting or the adjourned meeting (as the case may be) (i.e. not later than 10:00 a.m. on Saturday, 11 December 2021 (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

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 the following means:

By mail to: Personal Data Privacy Officer

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.