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VISEN Pharmaceuticals Proxy Solicitation & Information Statement 2026

Mar 26, 2026

50673_rns_2026-03-26_47cda56c-4661-4830-a316-144675e12444.pdf

Proxy Solicitation & Information Statement

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VISEN

VISEN Pharmaceuticals

维昇药业

(incorporated in the Cayman Islands with limited liability)

(Stock code: 2561)

Number of shares to which this form of proxy relates^{(Note 1)}

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 22, 2026 AT 10 A.M.

I/We(Note 2)

of

being the registered holder(s) of shares in the issued share capital of VISEN Pharmaceuticals (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 Room 1701, 1788 Square, No. 1788 West Nanjing Road, Jing'an District, Shanghai, China on Wednesday, April 22, 2026 at 10 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 FOR AGAINST ABSTAIN
1. To generally and unconditionally approve, confirm and ratify the Exclusive Licence Framework Agreement entered into between the Company and the ELA Ascendis Subsidiaries on March 26, 2026, the Revised 2026 ELA Annual Cap, the ELA Future Annual Caps and the transaction contemplated thereunder, and to authorize the directors of the Company acting together or by committee, or any director of the Company acting individually, to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions.
2. To generally and unconditionally approve, confirm and ratify the 1^{st} Commercial Supply Framework Agreement entered into between VISEN HK and Ascendis Pharma Endocrinology Division on March 26, 2026, the Revised 2026 CSA Annual Cap and CSA Future Annual Cap and the transaction contemplated thereunder, and to authorize the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions.
3. To generally and unconditionally approve, confirm and ratify the supplemental agreement to the 2^{nd} Commercial Supply Framework Agreement entered into between VISEN HK and Ascendis Europe on March 26, 2026 and the Revised 2^{nd} CSFA Annual Caps and to authorize the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions.

Date: __ day of __ 2026

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 on a poll, 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: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK $(^{}\checkmark^{})$ THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK $(^{}\checkmark^{})$ 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 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 authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. 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, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 10 a.m. on Monday, April 20 2026 (Hong Kong time)) or the adjourned meeting (as the case may be).
  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.
  9. References to time and dates in this form of proxy are to Hong Kong time and dates.
  10. The translation into Chinese language of this form of proxy for reference only. In case of any inconsistency, the English version shall prevail.

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 and sent to the Hong Kong Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.