Touyun Biotech Group Limited — Proxy Solicitation & Information Statement 2025

May 13, 2025

U

透雲生物

Ty Biotech

Touyun Biotech Group Limited

透雲生物科技集團有限公司

(Incorporated in Bermuda with limited liability)

Website: www.touyunbiotech.com.hk

(Stock Code: 1332)

Form of Proxy

for use at the Annual General Meeting (the “Meeting”) to be held on Friday, 13 June 2025

(or any adjournment thereof)

I/We¹

of

being the registered holder(s) of²

of HK$0.04 each (“Shares”) in the capital of Touyun Biotech Group Limited (the “Company”) HEREBY APPOINT³ the Chairman of the Meeting

or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held on Friday, 13 June 2025 at 10:30 a.m. at The Function Room 1-2, 2/F., The Harbourview, 4 Harbour Road, Wanchai, Hong Kong (or any adjournment thereof) in respect of the resolutions as set out in the notice convening the Meeting as hereunder indicated:

ORDINARY RESOLUTIONS		FOR⁴	AGAINST⁴
1.	To receive and consider the audited financial statements and the reports of the directors and the independent auditors for the year ended 31 December 2024.
2.	To re-elect Ms. Tian Yuze as a non-executive Director of the Company.
3.	To re-elect Mr. Jia Wenjia as a non-executive Director of the Company.
4.	To re-elect Mr. Hu Guohua as an independent non-executive Director of the Company.
5.	To re-elect Mr. Cheng Wing Ping as an independent non-executive Director, who has served the Company for more than nine years.
6.	To authorise the board of directors to fix the remuneration of the directors.
7.	To re-appoint Moore CPA Limited as independent auditors and to authorize the board of directors to fix their remuneration.
8.	To grant a general mandate to directors to allot, issue and deal with the additional Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the existing issued Shares of the Company (excluding any treasury shares)⁵.
9.	To grant a general mandate to directors to repurchase Shares not exceeding 10% of the existing issued Shares of the Company (excluding any treasury shares)⁵.
10.	To extend the general mandate granted to directors to issue, allot and deal with additional Shares (including any sale or transfer of treasury shares out of treasury) by the number of Shares repurchased⁵.
11.	(a) To approve the adoption of the new share option scheme and termination of the existing share option scheme; and
	(b) To approve the adoption of the Scheme Mandate Limit (as defined in the circular of the Company dated 13 May 2025.
12.	Conditional upon the above ordinary resolution No. 11 being duly passed, to approve the adoption of the service provider sublimit of 1% of the issued shares of the Company.

Dated this __ day of __ 2025

Signature(s)⁶: _________

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. Any alternation made to this form of proxy must be initialed by the person who signs it.
4. Please indicate with a “φ” in the appropriate space beside the resolution how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any indication as to how your proxy should vote, the proxy may vote for or against the resolution or may abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
5. The full text of Resolutions is set out in the notice of the Meeting dated 13 May 2025.
6. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.
7. In the 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 the votes of other joint holders. 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 holding.
8. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time of the Meeting (i.e. at or before 10:30 a.m. on Wednesday, 11 June 2025 (Hong Kong time)), or any adjourned meeting.
9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
10. Completion and return of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish. In such event, this form of proxy will be deemed to have been revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).
(ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Privacy Compliance Officer of Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.