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Vigonvita Life Sciences Co., Ltd. — Proxy Solicitation & Information Statement 2026
Jun 4, 2026
50725_rns_2026-06-04_a0f3043a-f221-49e2-b0e9-b843552dcde5.pdf
Proxy Solicitation & Information Statement
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旺山旺水
VIGONVITA
Vigonvita Life Sciences Co., Ltd.
蘇州旺山旺水生物醫藥股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2630)
PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON
FRIDAY, JUNE 26, 2026
| Number of shares to which this proxy form relates(Note 1) | H Shares/Unlisted Shares(Note 3) |
|---|---|
I/We(Note 2) (name)
of (address)
being the registered holder(s) of H Shares/Unlisted Shares(Note 3) of RMB1.00 each in the share capital of Vigonvita Life Sciences Co., Ltd. (the "Company") hereby appoint the chairman of the meeting, or(Note 4) (name)
of (address)
as my/our proxy to attend and act on my/our behalf at the annual general meeting of the Company (the "AGM") to be held at 8th Floor, Building A, No. 108, Yuxin Road, Suzhou Industrial Park District, Suzhou, PRC at 10:00 a.m. on Friday, June 26, 2026 or any adjournment thereof, and to vote for me/us on my/our behalf at such meeting(s) in respect of the resolutions set out in the AGM notice as indicated below or, if absence of any instruction, the proxy may vote at his/her discretion.
| Ordinary Resolutions | For(Note 5) | Against(Note 5) | Abstain(Note 5) | |
|---|---|---|---|---|
| 1. | To consider and approve the 2025 annual report of the Company. | |||
| 2. | To consider and approve the work report of the Board of Directors of the Company for 2025. | |||
| 3. | To consider and approve the final accounts report of the Company for 2025. | |||
| 4. | To consider and approve the profit distribution plan of the Company for 2025. | |||
| 5. | To consider and approve the work report of independent non-executive Directors for 2025. | |||
| 6. | To consider and approve the remuneration package of Directors for 2026. | |||
| 7. | To consider and approve the proposed provision of guarantees for subsidiaries. | |||
| 8. | To consider and approve the proposed amendments to the Rules of Procedure for Shareholders' Meetings and the Rules of Procedure for Board Meetings. | |||
| 9. | To consider and approve the appointment of HLB Hodgson Impey Cheng Limited as the auditor of the Company and authorization of the Board to fix its remuneration. | |||
| Ordinary Resolutions (Resolutions subject to cumulative voting) | Cumulative Votes (Please fill in the number of votes)(Note 6) | |||
| 10. | To consider and approve the election of non-independent Directors of the second session of the board of Directors: | |||
| 10.1 | To elect Dr. Tian Guanghui as an executive Director of the second session of the board of Directors of the Company; | |||
| 10.2 | To elect Dr. Hu Tianwen as an executive Director of the second session of the board of Directors of the Company; | |||
| 10.3 | To elect Mr. Liu Haoxuan as a non-executive Director of the second session of the board of Directors of the Company. | |||
| 11. | To consider and approve the election of independent non-executive Directors of the second session of the board of Directors: | |||
| 11.1 | To elect Dr. Ju Dianwen as an independent non-executive Director of the second session of the board of Directors of the Company; | |||
| 11.2 | To elect Ms. Cao Xinwen as an independent non-executive Director of the second session of the board of Directors of the Company; | |||
| 11.3 | To elect Dr. Xu Hongxi as an independent non-executive Director of the second session of the board of Directors of the Company. | |||
| Special Resolutions | For(Note 5) | Against(Note 5) | Abstain(Note 5) | |
| 12. | To propose the abolition of the Supervisory Committee and the amendments to the Articles of Association. | |||
| 13. | To consider and approve the general mandate to issue H shares. | |||
| 14. | To consider and approve the general mandate to repurchase H shares. |
Date: _____ 2026
Signature(Note 7): _______
Notes:
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Please insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, the proxy form will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).
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Please insert full name(s) and address(es) (as registered in the register of members of the Company) in BLOCK CAPITALS.
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Please delete as appropriate and insert the number of shares registered in your name(s) relating to the proxy form. If no number is inserted, the proxy form will be deemed to relate to all shares registered in your name(s).
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If a proxy other than the chairman of the meeting is preferred, please cross out the words “the chairman of the meeting, or” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you. Such proxies may only exercise their voting rights in a poll. Any changes to the proxy form should be initialed by the person(s) who sign(s) it.
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IMPORTANT: If you wish to vote in favor of any resolution, please tick the box marked “For”. If you wish to vote against any resolution, please tick the box marked “Against”. If you wish to abstain from voting in respect of any resolution, please tick the box marked “Abstain”. Your vote will be included in the total number of votes of the relevant resolution in order to calculate the voting result of that resolution. In the absence of such indication, the proxy will be entitled to cast his/her votes at his/her discretion or abstain. Your proxy will also be entitled to vote or abstain at his/her discretion in respect of any resolution properly put to the meeting other than those referred to in the notice of the meeting. Any invalid vote or any waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution.
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Application of cumulative voting method in the election of Directors
Resolutions Nos. 10.1 to 10.3 are the sub-resolutions under resolution No. 10 (“Resolutions on considering and approving the election of non-independent Directors of the second session of the Board of Directors”) and resolutions Nos. 11.1 to 11.3 are the sub-resolutions under resolution No. 11 (“Resolutions on considering and approving the election of independent non-executive Directors of the second session of the Board of Directors”). In relation to both the election of Directors, the Company adopts a way of election under which the number of candidates is equal to the seats available and, in accordance with the Articles of Association of the Company, adopts cumulative poll in counting the votes and determining the poll results.
In respect of sub-resolutions Nos. 10.1 to 10.3, each share held by you shall have the number of votes equal to the number of the non-independent Directors to be elected (i.e. three). In respect of sub-resolutions Nos. 11.1 to 11.3, each share held by you shall have the number of votes equal to the number of the independent non-executive Directors to be elected (i.e. three). For instance, if you hold one hundred shares of the Company and the number of the non-independent Directors to be elected is three, the total number of voting shares held by you in respect of sub-resolutions Nos. 10.1 to 10.3 is three hundred shares (i.e. one hundred shares x 5 = three hundred shares), and the total number of voting shares in respect of sub-resolutions Nos. 11.1 to 11.3 is three hundred shares (i.e. one hundred shares x 5 = three hundred shares).
Please pay particular attention to the following:
(a) if the total number of votes that you cast equals to, or less than, the voting rights represented by all the shares held by you, the relevant voting is valid;
(b) if total number of votes that you cast is less than the voting rights represented by all the shares held by you, then in respect of the difference in the number of votes that you are entitled to cast and the number of votes cast, you will be deemed to have abstained from voting. The shares which have been abstained will be counted in the calculation of the majority required for the passing of a sub-resolution; and
(c) if the total number of votes that you cast on one or more candidate(s) is more than the voting rights represented by all the shares held by you, the relevant voting is invalid and you will be deemed to have abstained from voting in respect of all your shares and such shares will not be counted in the calculation of the majority required. The voting method adopted for electing the non-independent Directors under resolution No. 10 shall also apply to the election of independent non-executive Directors under resolution No. 11. In respect of the election of each of the non-independent Directors or the independent non-executive Directors, a sub-resolution is passed if the votes cast the relevant sub-resolution exceed half of the number of shares (on the basis of non-cumulative number of shares) held by the shareholders (including their proxies) attending the AGM.
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This proxy form shall be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its legal representative(s), director(s) or duly authorized attorney(s). If this proxy form is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorization documents shall be notarized.
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In case of joint shareholders of any H Shares, any one of such joint shareholders may vote at the meeting, either in person or by proxy, in respect of such shares as if he/she is solely entitled thereto. However, if more than one of such joint shareholders are present at the meeting, in person or by proxy, the vote of the joint shareholder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint shareholder(s).
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In order to be valid, this proxy form together with the notarized power of attorney or other authorization document (if any) should be lodged with H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopowell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for Shareholders not less than 24 hours before the scheduled time for holding of the AGM (i.e not later than 10:00 a.m. on Thursday, June 25, 2026) or any adjournment thereof (as the case may be).
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Completion and return of a proxy form will not preclude a Shareholder from attending in person and voting at the AGM or at any adjournment thereof should he/she so wishes in such event, and the instrument appointing a proxy shall be deemed to be revoked. Shareholders or their proxies attending the AGM or at any adjournment thereof shall produce their identification documents.
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Details of the above resolutions are set out in the Company's circular dated June 4, 2026. Unless otherwise specified, terms defined in the circular shall have the same meanings as in this proxy form.