TransThera Sciences (Nanjing), Inc. — Proxy Solicitation & Information Statement 2025

Jul 11, 2025

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.

TransThera Sciences (Nanjing), Inc.

藥捷安康（南京）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: 2617)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting (the "Annual General Meeting") of TransThera Sciences (Nanjing), Inc. (the "Company") will be convened and held in the form of a hybrid meeting with an online access via the Vistra eVoting Portal at the Company's Meeting Room, 13th Floor, Exhibition Centre of Biotech and Pharmaceutical Valley, Jiangbei New Area, Nanjing, Jiangsu Province, PRC with an online virtual meeting on Monday, 4 August 2025 at 9:30 a.m. for the purpose of considering, and if thought fit, passing the following resolutions.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the 2024 work report of the board of directors (the "Board") of the Company.
2. To consider and approve the resolution on the 2024 work report of the supervisory committee (the "Supervisory Committee") of the Company.
3. To consider and approve the resolution on the 2024 financial report of the Company.
4. To consider and approve the resolution on the uncovered losses amounting to one-third of the total paid-up share capital.
5. To consider and approve the resolution on the 2024 profit distribution plan of the Company.
6. To consider and approve the resolution on the appointment of Ernst & Young as auditor of the Company for 2025, and to authorize the Board to fix its remuneration.
7. To consider and approve the resolution on the remuneration plan for directors ("Directors") of the Company for 2025.
8. To consider and approve the resolution on the remuneration plan for supervisors ("Supervisors") of the Company for 2025.

---

1. To consider and approve the election of Directors of the second session of the Board.

2. To consider and approve the election of shareholder representative Supervisors of the second session of the Supervisory Committee.

SPECIAL RESOLUTIONS

1. To consider and approve the granting of a general mandate to the Directors to issue shares:

"THAT:

(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to (i) allot, issue and deal with (including sale or transfer of any treasury shares) additional ordinary shares in the share capital of the Company (each a "Share"); (ii) make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations and the provisions of the articles of association of the Company (the "Articles of Association"); (iii) make any amendments to the Articles of Association in relation to issue of shares and registered capital as it duly thinks necessary; and (iv) take any other necessary actions and proceed with other necessary procedures in order to implement the issue and realize the increase in registered capital;

(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (including sale or transfer of any treasury shares) by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the exercise of options under a share option scheme of the Company; and

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association,

shall not exceed 20% of each of the total number of issued shares (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

• 2 -

---

(c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company (the “Shareholders”) in a general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant place or the requirements of any recognized regulatory body or any stock exchange).”

1. To consider and approve a general mandate to the Directors to repurchase H Shares:

“THAT:

(a) subject to compliance with the prevailing requirements of the Listing Rules and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to (i) exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase ordinary share(s) in the share capital of the Company, which are listed on the Hong Kong Stock Exchange (“H Share(s)”) in accordance with all applicable laws, rules and regulations; (ii) make any amendments to the Articles of Association in relation to the repurchase of H Shares and changes in registered capital as it duly thinks necessary; and (iii) take any other necessary actions and proceed with other necessary procedures in order to implement the repurchase and realize the decrease in registered capital;

(b) the total number of H Shares to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued H Shares (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares after the date of passing of this resolution); and

• 3 -

---

(c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.”

1. To consider and approve to extend the general mandate to the Directors to issue Shares by adding the number of Shares repurchased by the Company:

“THAT conditional upon the passing of the resolutions 11 and 12, the general mandate referred to in the resolution 11 be and is hereby extended by the addition to the aggregate number of Shares which may be allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares bought back or otherwise acquired by the Company pursuant to the general mandate pursuant to resolution 12, provided that such extended amount shall not exceed 10% of the total number of the issued share capital of the Company (excluding treasury shares) as at the date of passing this resolution.”

By order of the Board

TransThera Sciences (Nanjing), Inc.

Dr. Frank Wu

Chairman and Executive Director

Hong Kong, 11 July 2025

As at the date hereof, the Board comprises: (i) Dr. Frank Wu and Mr. Wu Di as executive Directors; (ii) Ms. Jia Zhongxin and Dr. Yi Hua as non-executive Directors; and (iii) Ms. Chui Hoi Yam, Ms. Zheng Zhelan and Mr. Li Shu Pai as independent non-executive Directors.

---

• 5 -

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchanges and the Company in accordance with the Listing Rules.

2. The Annual General Meeting will be a hybrid meeting. Registered Shareholders may attend the Annual General Meeting (or any adjournment thereof) either (i) in person; or (ii) online through Vistra eVoting Portal using the personalised login credentials provided by the Company's H share registrar, Tricor Investor Services Limited, by post. Registered Shareholders attending the Annual General Meeting through the Vistra eVoting Portal will be able to vote and submit questions relevant to the proposed resolutions online. Shareholders participating in the Annual General Meeting virtually will also be counted towards the quorum.

For beneficial owners or non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System (CCASS) through banks, brokers, custodians or HKSCC Nominees Limited who wish to virtually attend the AGM, vote and submit questions relevant to the proposed resolutions online, they should consult their banks, brokers, custodians or HKSCC Nominees Limited for the necessary arrangements and the personalised login credentials will be sent to them upon receipt of request through the banks, brokers, custodians or HKSCC Nominees Limited.

1. 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 notarized copy of that power of attorney or authority, 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 H Shareholders) or the Company's head office in the PRC at 3rd Floor, 9th Building, Accelerator Phase 2 of Biotech and Pharmaceutical Valley, Jiangbei New Area, Nanjing, Jiangsu Province (for holders of unlisted Shares) (not less than 24 hours before the time appointed for the meeting (i.e. not later than 9:30 a.m. on, Sunday, 3 August 2025)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person or online through Vistra eVoting Portal at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, 30 July 2025 to Monday, 4 August 2025, both dates inclusive, during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of H Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday 29 July 2025 (Hong Kong time), being the last registration date. All holders of shares of the Company whose names appear on the register of members of the Company on 4 August 2025 will be entitled to the Annual General Meeting.

3. All time and dates mentioned in this notice refer to Hong Kong time and dates.

4. Since the Company's H Shares was listed on the Main Board of the Hong Kong Stock Exchange on 23 June 2025, in order to comply with Provision 14 of the Appendix A1 of the Listing Rules to give Shareholders reasonable written notice (21 days) of the Annual General Meeting, the Annual General Meeting would not be held on or before 30 June 2025.