Stock code: 688202 Stock abbreviation: Medicilon

Shanghai Medicililon Biopharmaceutical Co., Ltd

Meeting materials of the first extraordinary general meeting of shareholders in 2025

January 2025

Shanghai Medicililon Biopharmaceutical Co., Ltd

2025 First Extraordinary General Meeting of Shareholders Meeting Materials Catalogue

Notice of the First Extraordinary General Meeting of Shareholders in 2025 ...... 2

Agenda for the First Extraordinary General Meeting of Shareholders in 2025 ...... 5

Proposal 1: Proposal on the plan to repurchase the company's shares by centralized bidding...... 8

Proposal 2: Proposal on the re-election of the board of directors and the election of non-independent directors of the fourth board of directors...... 14

Proposal 3: Proposal on the re-election of the board of directors and the election of independent directors of the fourth board of directors...... 18

Proposal 4: Proposal on the re-election of the board of supervisors and the election of non-employee supervisors of the fourth board of supervisors...... 21

Shanghai Medicililon Biopharmaceutical Co., Ltd

Notice to the First Extraordinary General Meeting of Shareholders in 2025

In order to safeguard the legitimate interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, Shanghai Medicilon Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company") in accordance with the requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of Procedure of the General Meeting of Shareholders of Shanghai Medicilon Biopharmaceutical Co., Ltd. and the Articles of Association of Shanghai Medicilon Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association"), as well as the requirements of the China Securities Regulatory Commission, The relevant regulations of the Shanghai Stock Exchange are hereby formulated.

1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the persons attending the meeting, and ask the checked person to cooperate.

Shareholders and shareholders' representatives attending the meeting must sign in at the meeting site 30 minutes before the meeting

procedures, and please present the securities account card, identity document or legal entity certificate, power of attorney, etc., and receive the meeting materials after verification.

After the company's review, shareholders' representatives, shareholders' agents and other attendees who meet the conditions to participate in the meeting can enter the venue, and the company has the right to refuse to enter the venue.

2. In order to ensure the seriousness and normal order of the meeting, and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders' agents) attending the meeting, the shareholders attending the meeting or their agents or other attendees are requested to arrive at the venue on time to sign in and confirm their qualifications. After the commencement of the meeting, the registration of the meeting shall be terminated, and the presiding officer of the meeting shall announce the number of shareholders and proxies attending the meeting and the number of voting rights held on the spot.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders and their representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.

5. Shareholders and their representatives who wish to speak at the on-site meeting of the general meeting of shareholders shall register with the conference affairs group of the general meeting one day before the general meeting of shareholders. The presiding officer of the conference will arrange the speeches according to the list and order provided by the conference affairs group.

Shareholders and shareholders' representatives who ask questions on the spot should raise their hands and follow the arrangement of the presiding officer of the meeting, and only ask questions with the permission of the presiding officer of the meeting. When multiple shareholders and their representatives ask questions at the same time, the one who raises his hand first will ask questions first; If the order cannot be determined, the moderator shall designate the questioner.

Only shareholders and shareholders' proxies will be accepted to speak or ask questions during the meeting. When speaking, the name of the shareholder and the total number of shares held should be stated. Statements or questions should be concise and concise on the topic of the meeting, and should not exceed 5 minutes. Each shareholder and the shareholder's representative shall not speak or ask questions more than 2 times.

6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.

7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.

8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders present at the event must sign the name or names of the shareholders on the voting ballot. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".

9. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.

10. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders and shareholders' representatives, except for shareholders and shareholders' representatives, directors, supervisors, senior managers, hired lawyers and persons invited by the board of directors attending the meeting, the company has the right to refuse other personnel to enter the venue in accordance with the law.

11. The meeting was witnessed by the practicing lawyers of the law firm hired by the company and issued legal opinions.

12. Shareholders and shareholders' representatives will not be able to attend the meeting if they are late for the meeting. In order to ensure the rights and interests of each shareholder, participants should pay attention to maintaining the order of the venue during the meeting, do not move around at will, adjust the mobile phone to mute state, and refuse personal audio recording, video recording and photography during the meeting. Participants should leave the venue after the conference without special reasons. Interfering with the normal procedures of the meeting, picking quarrels and provoking troubles, or infringing on the legitimate rights of other shareholders

The conference staff has the right to stop the behavior and report it to the relevant departments for handling.

13. The expenses incurred by shareholders in attending the general meeting of shareholders shall be borne by the shareholders. The Company does not distribute gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodations for shareholders attending shareholders' meetings, and treats all shareholders equally.

14. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the "Notice of Shanghai Medicilon Biopharmaceutical Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025" (Announcement No.: 2024-063) disclosed by the Company on the website of the Shanghai Stock Exchange on December 28, 2024.

Shanghai Medicililon Biopharmaceutical Co., Ltd

Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025

1. Time, place and voting method of the meeting

(1) On-site meeting time: 14:00 on January 13, 2025 (Monday).

(2) On-site meeting place: Shanghai Medicilon Biomedical Co., Ltd., No. 585 Chuanda Road, Pudong New Area, Shanghai

Limited meeting room

(3) The system, start and end dates, and voting time of online voting

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange

Online voting starts and ends from January 13, 2025 to January 13, 2025

The Shanghai Stock Exchange network voting system is adopted, and the voting time through the voting platform of the trading system is shares

The trading hours on January 13, 2025, i.e. 9:15-9:25, 9:30-11:30, 13:00-

15:00: The voting time through the Internet voting platform is January 13, 2025, the day of the general meeting

9:15-15:00.

(4) Convener of the meeting: the board of directors of Shanghai Medicilon Biopharmaceutical Co., Ltd

(5) Presiding officer of the meeting: Mr. Chen Jinzhang, chairman of the board, or a director elected by more than half of the directors

2. Agenda of the meeting

(1) Participants sign in, receive meeting materials, and shareholders register for speeches

(2) The presiding officer announces the opening of the meeting and reports to the General Assembly the number of shareholders attending the on-site meeting and the number of voting rights they hold

(3) The presiding officer reads out the instructions for the meeting

(4) Elect members for vote counting and scrutineers

(5) Examine each bill item by item

Types of voting shareholders

Serial Number Name of the motion

Shareholders of A shares

Non-cumulative voting motions

1 "Proposal on the Plan to Repurchase the Company's Shares by Centralized Bidding" √

Cumulative voting motions

2.00 "About the General Election of the Board of Directors and the Election of Non-Independent Directors of the Fourth Board of Directors (5) Directors

The Motions》

2.01 "REGARDING THE ELECTION OF MR. CHUN-LIN CHEN AS THE FOURTH TERM OF THE √ OF THE COMPANY

Proposal of non-independent directors of the Board of Directors》

2.02 "Non-Independent √ on the Election of Ms. Cai Jinna as the Fourth Board of Directors of the Company

Proposal for the Establishment of Directors》

2.03 "On the Election of Mr. QINGCONG LIN as the Fourth Director of the Company√

Proposal of non-independent directors of the Board of Directors》

2.04 "On the Election of Mr. Chen Guokai as the Fourth Board of Directors of the Company√

Proposal for the Establishment of Directors》

2.05 "On the Election of Mr. Chen Yonghang as the Fourth Board of Directors of the Company√

Proposal for the Establishment of Directors》

3.00 "On the General Election of the Board of Directors and the Election of Independent Directors of the Fourth Board of Directors (3)

Motion" person

3.01 "On the Election of Mr. Ma Dawei as an Independent Director of the Fourth Board of Directors of the Company√

Motions of Things》

3.02 "On the Election of Mr. Lai Weidong as an Independent Director of the Fourth Board of Directors of the Company√

Motions of Things》

3.03 "On the Election of Ms. Wang Jianfeng as an Independent Director of the Fourth Board of Directors of the Company√

Motions of Things》

4.00 "On the General Election of the Board of Supervisors and the Election of Non-employee Supervisors of the Fourth Board of Supervisors" (1) Supervisors Should Be Elected

The Motions》

4.01 "On the Election of Mr. Jin Weichun as a Non-employee of the Fourth Board of Supervisors of the Company√

Proposal on behalf of the Audit & Supervisory Board Members》

(6) In response to the deliberation of the General Assembly, shareholders and shareholders' representatives speak and ask questions

(7) Shareholders and shareholders' representatives at the meeting vote on various proposals

(8) Adjourn the meeting and count the voting results

(9) The meeting resumes, and the presiding officer announces the voting results

(10) The presiding officer reads out the resolution of the general meeting of shareholders

(11) Witness the lawyer's reading of the legal opinion

(12) Sign the documents of the meeting

(13) The moderator announces the end of the meeting

Proposal 1: Proposal on the plan to repurchase the company's shares by centralized bidding

Dear Shareholders and Shareholders' Representatives,

First, the main content of the repurchase plan

(1) The purpose of repurchasing shares

Based on the confidence in the company's future development and the recognition of the company's value, in order to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm and creativity of the company's employees, and enhance investors' confidence in the company's investment, closely combine the company's interests, shareholders' interests and employees' interests, and promote the company's healthy and sustainable development, combined with the company's operating conditions and financial status and other factors, The Company intends to use its own funds and repurchase special loans to repurchase part of the Company's issued RMB ordinary shares (A shares) through the Shanghai Stock Exchange trading system in a centralized bidding manner, and use the aforesaid repurchased shares for the Company's equity incentive or employee stock ownership plan or cancellation and reduction of the Company's registered capital at an appropriate time in the future.

(2) The type of shares to be repurchased

RMB ordinary shares (A shares) issued by the Company.

(3) The method of repurchasing shares

Centralized auction trading method.

(4) The time limit for repurchasing shares

1. The repurchase period is within 6 months from the date of the company's general meeting of shareholders to review and approve the repurchase plan; return

During the implementation period, if the company's shares are suspended for more than 10 consecutive trading days due to major events, the repurchase plan will be postponed and disclosed in a timely manner after the resumption of trading. The board of directors of the company proposes to the general meeting of shareholders to authorize the board of directors of the company and its authorized persons to make repurchase decisions and implement them according to market conditions during the repurchase period.

2. If the following conditions are met, the repurchase period will expire early:

(1) During the repurchase period, when the total amount of shares repurchased by the company reaches the upper limit, the implementation of the repurchase plan will be completed, that is, the repurchase period will expire in advance from that date;

(2) During the repurchase period, when the total amount of shares repurchased by the company reaches the lower limit, the repurchase period may expire in advance from the date on which the board of directors of the company and its authorized persons decide to terminate this repurchase plan;

(3) If the general meeting of shareholders of the company resolves to terminate the repurchase plan, the repurchase period shall expire in advance from the date of the resolution of the general meeting of shareholders to terminate the repurchase plan.

3. The company shall not repurchase shares during the following periods:

(1) From the date of occurrence of major events that may have a significant impact on the trading price of the company's securities and its derivatives or in the decision-making process to the date of disclosure in accordance with the law;

(2) Other circumstances stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

During the repurchase period, if there are changes in the relevant laws, regulations and normative documents on the relevant provisions of the above-mentioned period of shares shall not be repurchased, the period of non-repurchase shall be adjusted accordingly in accordance with the requirements of the latest laws, regulations and normative documents.

(5) The purpose, quantity, proportion of the company's total share capital, and total funds of the shares to be repurchased

1. The purpose of the repurchased shares

The repurchased shares will be used for equity incentives or employee stock ownership plans or cancellation and reduction of the company's registered capital at an appropriate time in the future, and will be transferred within three years after the announcement of the implementation of the share repurchase and the change of shares. Among them, the number of shares intended to be used for equity incentive or employee stock ownership plan shall not be less than 50% of the total amount of actual repurchase, and the number of shares intended for cancellation and reduction of registered capital shall not be higher than 50% of the total actual amount repurchased. If the company fails to use up the repurchased shares within three years after the announcement of the implementation results of the share repurchase and the announcement of the share change, the unused repurchased shares will be cancelled. If the state adjusts the relevant policies, the repurchase plan shall be implemented according to the adjusted policies.

2. The number of shares repurchased and the proportion of the company's total share capital

Based on the company's current total share capital of 134,673,082 shares, the maximum amount of this repurchase is RMB

10,000,000 yuan, the upper limit of the repurchase price is 54 yuan per share, and the number of repurchases is 1,851,851

shares, the repurchased shares account for 1.38% of the company's total share capital; According to the calculation of the lower limit of the repurchase amount of RMB 50 million and the upper limit of the repurchase price of 54 yuan per share, the number of repurchased shares is 925,926 shares, accounting for 0.69% of the company's total share capital. The specific repurchase quantity and proportion of the company's total share capital are subject to the actual repurchase of the company when the repurchase is completed or the repurchase implementation period expires.

3. The total amount of repurchase funds

The total amount of repurchase funds shall not be less than RMB50 million (inclusive) and not more than RMB100 million (inclusive).

Purpose of repurchase Number of shares to be repurchased (10,000 shares) Accounting for the company's total shares Funds to be repurchased Repurchase implementation

The total amount of this ratio (10,000 yuan) period

（%）

For equity incentives

or employee stock ownership

Divide or write off and subtract

Less company registration capital

This (among them, it is proposed to be used from the company's shares

In the equity incentive or Oriental Conference review

Employee Stock Ownership Plan 5,000.00- Approved

The number of shares is not 92.5926-185.1851 0.69-1.38 10,000.00 repurchased shares

lower than the actual repurchase plan

50% of the total amount, 6 from the date

It is intended to be used for write-off within the month

Less registered capital

The number of shares is not high

to the actual repurchase total

50% of the amount)

The specific repurchase quantity and proportion of the company's total share capital are subject to the actual repurchase of the company when the repurchase is completed or the repurchase implementation period expires. If during the repurchase period, the company implements ex-rights and dividends such as capital reserve conversion to share capital, distribution of stock dividends, allotment, stock subdivision or share reduction, etc., the company will adjust the number of repurchased shares accordingly in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

(6) The price or price range and pricing principle of the repurchase

The price of the repurchased shares does not exceed RMB 54 per share (inclusive), which is not higher than the company

150% of the average trading price of the company's shares in the 30 trading days before the board of directors passes the repurchase resolution, and the specific repurchase price shall be determined by the board of directors of the company and its authorized persons during the implementation of the repurchase based on the stock price in the secondary market. If the company implements ex-rights and dividends such as share gifts, capital reserve conversion to share capital, cash dividends, stock dividends or allotments during the period of share repurchase, the company will adjust the upper limit of the price of repurchased shares accordingly in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

(7) The source of funds for the repurchase of shares

The source of funds for this repurchase is the company's own funds and special loans for share repurchase.

In response to the decision and deployment of the Party Central Committee and the State Council, according to the Notice of the People's Bank of China, the State Administration of Financial Supervision and the China Securities Regulatory Commission on Matters Concerning the Establishment of Stock Repurchase and Refinancing, the company has recently obtained a business development

The "Loan Commitment Letter" issued by the Shanghai Branch of Bank Co., Ltd. agrees to provide special loan support for the repurchase of the company's shares, with a maximum loan amount of RMB 90 million and a term of 12 months. The specific loan matters will be subject to the loan contract signed by both parties.

(8) The expected changes in the company's equity structure after the repurchase

According to the minimum limit of the repurchase amount of RMB 50 million (inclusive) and the upper limit of RMB 10,000.00

10,000 yuan (inclusive), the upper limit of the repurchase price is 54 yuan / share, assuming that the repurchased shares are all used for equity incentives or employee stock ownership plans or cancellation and reduction of registered capital, and all are locked, it is expected that the changes in the company's equity structure are as follows:

Before this buyback, after buyback, after buyback

(Calculated based on the minimum repurchase limit) (Calculated based on the maximum repurchase limit)

Share class

Number of shares Proportion Number of shares Proportion Number of shares Proportional number of shares

(Shares) (%) (Shares) (%) (Shares) (%)

Limited Conditional Flow 0 0.00 925,926 0.69 1,851,851 1.38

Tong shares

Unrestricted conditional stream 134,673,082 100.00 133,747,156 99.31 132,821,231 98.62

Tong shares

Total number of shares 134,673,082 100.00 134,673,082 100.00 134,673,082 100.00

Note: 1. The number of shares before the repurchase in the above table is the data as of the date of the board meeting on December 27, 2024.

2. If there is a penny difference in the above data and indicators, it is due to rounding.

3. The above calculation data is for reference only, and the specific number of shares repurchased and the actual changes in the company's equity structure are subject to the subsequent implementation.

(9) Analysis of the possible impact of the repurchase of shares on the company's daily operation, finance, research and development, profitability, debt performance ability, future development and maintenance of listing status

1. The repurchase funds will be paid at the right time during the repurchase period, which has a certain flexibility. As of September 2024

On March 30 (unaudited), the company's total assets were 294,818.14 million yuan, net assets attributable to shareholders of listed companies

The output was 2351.8554 million yuan, and the current assets were 1535.3965 million yuan. According to the upper limit of this repurchase fund of 10,000.00

10,000 yuan is calculated, accounting for 3.39%, 4.25% and 6.51% of the above financial data respectively. According to the Company's operation and future development plan, the Company believes that the repurchase of shares with a cap of RMB100 million will not have a significant impact on the Company's operations, finances, research and development and future development, and the Company is capable of paying the repurchase price.

2. The implementation of the share repurchase will have little impact on the company's solvency and other financial indicators, as of September 2024

On March 30 (unaudited), the company's asset-liability ratio was 20.23%, and the funds for the repurchase of shares came from the company's own funds and special loans for share repurchase, which will not have a significant impact on the company's solvency. The repurchase of shares is intended to be used for employee stock ownership plans or equity incentives or cancellation and reduce registered capital, which is conducive to safeguarding the interests of investors, improving the company's long-term incentive mechanism, and more closely and effectively combining the interests of shareholders, the company and the personal interests of employees, so as to promote the healthy and sustainable development of the company. The repurchase of shares will not impair the Company's ability to meet its debts and continue as a going concern.

3. After the completion of the share repurchase, it will not lead to a change in the company's control, and the company's equity distribution after the repurchase will meet the conditions of the listed company and will not affect the company's listing status.

(10) Relevant arrangements for cancellation or transfer of shares after repurchase in accordance with law

The repurchased shares are intended to be used for equity incentives or employee stock ownership plans or cancellation and reduce the registered capital at an appropriate time in the future, and the company will transfer or cancel the shares in accordance with the provisions of relevant laws and regulations. If the company fails to complete the transfer of the repurchased shares within three years after the announcement of the implementation results of the share repurchase and the announcement of the change in shares, the procedures for reducing the registered capital will be performed in accordance with the law, and the untransferred shares will be cancelled and the company's registered capital will be reduced accordingly. The repurchased shares shall be transferred or cancelled within three years after the announcement of the implementation results of the share repurchase and the announcement of the change in shares, and the company will fulfill its information disclosure obligations in a timely manner according to the specific implementation situation.

(11) The relevant arrangements for the company to prevent infringement of the interests of creditors

The repurchase of shares will not affect the company's normal continuing operations and will not lead to the company's insolvency. In the event of share cancellation, the company will perform legal procedures such as notifying creditors in accordance with the Company Law of the People's Republic of China and other relevant provisions to fully protect the legitimate rights and interests of creditors.

(12) The specific authorization to handle the repurchase of shares

In order to ensure the smooth, efficient and orderly completion of the smooth implementation of the company's share repurchase, in accordance with the "Company Law of the People's Republic of China", "Articles of Association" and other relevant provisions, the board of directors of the company submits to the general meeting of shareholders to authorize the board of directors of the company and its authorized persons to handle the relevant matters of the repurchase of shares, the specific content and scope of authorization include but are not limited to:

1. Set up a special securities account for repurchase and other related matters;

2. Repurchase shares at the right time during the repurchase period, including the specific time, price and quantity of the repurchased shares;

3. Handle matters related to the transfer or cancellation of repurchased shares;

4. Within the scope permitted by laws, regulations and normative documents, formulate and adjust the specific implementation plan of the repurchase according to the specific conditions of the company and the market during the repurchase period, including but not limited to the repurchase timing, repurchase price, repurchase quantity and other matters related to the repurchase;

5. Handle relevant approval matters, including but not limited to production, modification, authorization, signing, execution and other necessary documents, contracts, agreements, etc. related to the repurchase of shares; According to the actual repurchase situation, the Articles of Association and other materials and documents that may involve changes are amended; Handle matters such as amendment of the Articles of Association and registration of industrial and commercial changes (if involved);

6. If the regulatory department changes the policy of repurchasing shares or changes in market conditions, in addition to the matters that must be re-voted by the general meeting of shareholders as stipulated in the relevant laws, regulations and the Articles of Association, the board of directors of the company is authorized to make corresponding adjustments to the specific plan for the repurchase of shares and other related matters;

7. In accordance with the applicable laws, regulations and relevant provisions of the regulatory authorities, handle other matters not listed above but necessary for the share repurchase.

The above authorization is valid from the date of the company's first extraordinary general meeting of shareholders in 2025 to the date of completion of the above-mentioned authorization.

This proposal has been deliberated and passed at the 26th meeting of the third board of directors of the company held on December 27, 2024. For details, please refer to the "Announcement of Shanghai Medicilon Biopharmaceutical Co., Ltd. on the Share Repurchase Plan by Centralized Bidding" (Announcement No.: 2024-062) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 28, 2024.

It is hereby submitted to the general meeting of shareholders for consideration by shareholders and shareholders' representatives.

Shanghai Medicililon Biopharmaceutical Co., Ltd

board of directors

January 13, 2025

Proposal 2: Proposal on the re-election of the board of directors and the election of non-independent directors of the fourth board of directors Shareholders and shareholders' representatives:

In view of the expiration of the term of office of the directors of the third board of directors of the company, in accordance with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association, it is proposed that the fourth board of directors of the company shall be composed of 8 directors, of which 5 are non-independent directors.

AFTER SOLICITING THE OPINIONS OF THE DIRECTOR CANDIDATES AND BEING REVIEWED AND APPROVED BY THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY, IT IS PROPOSED TO NOMINATE MR. CHUN-LIN CHEN, MS. CAI JINNA, MR. QINGCONG LIN, MR. CHEN GUOKAI AND MR. CHEN YONGHANG AS CANDIDATES FOR DIRECTORS (NON-INDEPENDENT DIRECTORS) OF THE FOURTH BOARD OF DIRECTORS OF THE COMPANY (SEE ATTACHED RESUME). The term of office of the directors is three years, starting from the date of deliberation and approval by the general meeting of shareholders of the company.

This proposal has been deliberated and approved at the 25th meeting of the third board of directors of the company held on December 23, 2024. For details, please refer to the "Announcement of Shanghai Medicilon Biopharmaceutical Co., Ltd. on the General Election of the Board of Directors and the Board of Supervisors of the Company" (Announcement No.: 2024-060) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 25, 2024.

It is hereby submitted to the general meeting of shareholders for consideration by shareholders and shareholders' representatives.

Shanghai Medicililon Biopharmaceutical Co., Ltd

board of directors

January 13, 2025

Appendix 1: Biographies of Non-Independent Director Candidates

Annex 1:

Biographies of Non-Independent Director Candidates

MR. CHUN-LINCHEN, BORN IN 1962, U.S. NATIONALITY, PERMANENT RESIDENCY IN CHINA, DOCTORAL CANDIDATE

Study. He has extensive experience in the field of pharmaceutical research and development, as the director of the Department of Pharmacy at ParkerHuges Cancer Center and the chief scientist of the nonclinical drug evaluation department at Vertex Pharmaceuticals. In February 2004, he founded Medicilon Co., Ltd. as director and general manager, and in February 2008, he founded Medicilon Co., Ltd. as chairman. He is currently the director and general manager of the company. MR. CHUN-LINCHEN IS CURRENTLY A MEMBER OF THE DRUG METABOLISM COMMITTEE OF THE SHANGHAI PHARMACOLOGICAL SOCIETY, A DIRECTOR OF THE SHANGHAI PUDONG NEW AREA BIOINDUSTRY INDUSTRY ASSOCIATION, A MEMBER OF THE DRUG METABOLISM PROFESSIONAL COMMITTEE OF THE CHINESE PHARMACOLOGICAL SOCIETY, AND A VISITING PROFESSOR AT THE SCHOOL OF LIFE SCIENCES OF CHINA PHARMACEUTICAL UNIVERSITY. MR. CHUN-LIN CHEN HAS BEEN AWARDED THE HONORARY TITLES OF "SHANGHAI OUTSTANDING TECHNOLOGY LEADER", "SHANGHAI PUJIANG TALENT", "SHANGHAI LEADING TALENT", "SHANGHAI RETURNED ENTREPRENEURIAL ELITE AWARD" AND "INDIVIDUAL WITH OUTSTANDING CONTRIBUTION TO THE CONSTRUCTION OF SHANGHAI ZHANGJIANG HIGH-TECH INDUSTRIAL DEVELOPMENT ZONE".

AS OF THE DATE OF DISCLOSURE OF THIS DOCUMENT, MR. CHUN-LIN CHEN DIRECTLY HOLDS 4,042,210 SHARES OF THE COMPANY

, indirectly holds 3,540,842 shares of the company through MEDICILON INCORPORATED, which is a company

The actual controller of the company does not have the circumstances that are not allowed to be nominated as a director, has not been punished by the China Securities Regulatory Commission and other departments and disciplined by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or has been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, is not a dishonest person subject to execution, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and other regulations of the exchange.

Ms. Cai Jinna, born in 1964, Chinese nationality, no right of permanent residence abroad, doctoral candidate. During his Ph.D., he participated in cooperative research at Toyama Medical and Pharmaceutical University and the Resource Development Department of the Institute of Chinese Medicine, Japan, and worked in the postdoctoral mobile station of the Shanghai Institute of Materia Medica, Chinese Academy of Sciences, and has more than 30 years of research and development of new Chinese medicine and chemical drug products

Research, management and market development experience. He joined Medicilon in July 2008 and has served as the executive director of the company's CMC department

Mr. Ren is the Vice President of Business Development and currently serves as the Director, Deputy General Manager and Chief Commercial Officer (CBO) of the Company. Dr. Cai Jinna was awarded the first prize of Science and Technology Progress Award of the State Administration of Traditional Chinese Medicine in 1991, the first prize of the National Science and Technology Progress Award in 1992, and was awarded the "Tenth Five-Year Plan" by the Jiangxi Provincial Economic and Trade Commission in 2006.

As of the disclosure date of this document, Ms. Cai Jinna directly held 31,053 shares of the company, through Shanghai Midea

Shao Enterprise Management Partnership (Limited Partnership) indirectly holds 3,188 shares of the company, and is associated with other directors of the company,

There is no relationship between supervisors, senior managers, shareholders and actual controllers holding more than 5% of the company's shares, there is no circumstance that they are not allowed to be nominated as directors, they have not been investigated by the judicial authorities for suspected crimes or have been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, they are not judgment defaulters, and they meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange and other regulations of the exchange.

MR. QINGCONGLIN, BORN IN 1964, AMERICAN NATIONALITY, PERMANENT RESIDENCY IN CHINA, DOCTORAL CANDIDATE

Study. He has been engaged in molecular genetics research in the laboratory of Raju Kucherlapati at the Albert Einstein College of Medicine and Harvard Medical School. He used to be the director of the Mouse Genetic Engineering Laboratory of the Genetics and Genomics Research Center of Harvard Medical School, a senior scientist and chief scientist of the genetic engineering laboratory of Wyeth Pharmaceutical Co., Ltd., the chief scientist and project leader of the immune protein screening group of Pfizer, Inc., and the senior vice president of R&D of Beijing Sinogene Pharmaceutical Technology Co., Ltd. Biocytogen (Beijing) Pharmaceutical Technology Co., Ltd

Deputy General Manager of the Company and General Manager of Biocytogen Boston Corp. Joined Medicilon in March 2024 and is now

He served as the company's executive vice president and president of the U.S. subsidiary. DR. QINGCONG LIN HAS NEARLY 40 YEARS OF EXPERIENCE IN BIOMEDICAL R&D, INCLUDING CELL BIOLOGY, MOLECULAR BIOLOGY, IMMUNOLOGY, PHARMACOLOGY, ANTIBODY DRUG DISCOVERY AND DEVELOPMENT, DEVELOPMENTAL BIOLOGY, BIOINFORMATICS, AND FUNCTIONAL GENETICS AND GENOMICS.

AS OF THE DISCLOSURE DATE OF THIS DOCUMENT, MR. QINGCONGLIN DOES NOT HOLD ANY SHARES OF THE COMPANY AND IS NOT IN THE SAME POSITION AS OTHER DIRECTORS OF THE COMPANY

There is no related relationship between the company, supervisors, senior management personnel and shareholders and actual controllers holding more than 5% of the company's shares, they are not judgment defaulters, they are not allowed to be nominated as directors, they have not been punished by the China Securities Regulatory Commission and other departments and disciplined by the stock exchange, they have not been investigated by the judicial authorities for suspected crimes or have been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, they are not judgment defaulters, and they comply with relevant laws, administrative regulations, departmental rules, normative documents, and the Qualifications required by the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other regulations of the Exchange.

Mr. Chen Guokai, born in 1987, Chinese nationality, no right of permanent residence abroad, graduated from Northeastern University in the United States with a master's degree. He used to be the deputy director and investment director of the office of Shanghai Xinxiyuan Investment Management Group Co., Ltd., the vice president of Renpin Holding Co., Ltd., and the deputy to the 19th People's Congress of Yuzhong District, Chongqing. He joined Medicilon in March 2023 and is currently the vice president of the company's investment and financing development department and director of the general manager's office.

As of the disclosure date of this document, Mr. Chen Guokai was indirectly through Zefeng Guangxin No. 1 Private Securities Investment Fund

Holding 2,693,461 shares of the company, he is the son of Mr. Chen Jinzhang, the actual controller of the company, and has not been prohibited from being nominated as a director, has not been punished by the China Securities Regulatory Commission and other departments and disciplined by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or has been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, is not a dishonest person subject to execution, and complies with relevant laws, administrative regulations, departmental rules, normative documents, and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchangeand other qualifications required by the Exchange.

Mr. Chen Yonghang, born in 1997, Chinese nationality, no right of permanent residence abroad, bachelor degree. He used to be the business manager of Hangzhou Ergen Network Technology Co., Ltd. He joined Medicilon in March 2022 and is currently the company's purchasing manager.

As of the disclosure date of this document, Mr. Chen Yonghang does not hold any shares of the Company, but holds more than 5% of the shares of the Company

The son of Mr. Chen Chunlai, a shareholder, does not have the circumstances that are not allowed to be nominated as a director, has not been punished by the China Securities Regulatory Commission and other departments and disciplined by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, is not a dishonest person subject to execution, and meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents, the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and other regulations of the exchange.

Proposal 3: Proposal on the re-election of the board of directors and the election of independent directors of the fourth board of directors

Dear Shareholders and Shareholders' Representatives,

In view of the expiration of the term of the third board of directors of the company, in accordance with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association, it is proposed that the fourth board of directors of the company shall be composed of 8 directors, including 3 independent directors.

After soliciting the opinions of the independent director candidates and being reviewed and approved by the nomination committee of the board of directors of the company, it is proposed to nominate Mr. Ma Dawei, Mr. Lai Weidong and Ms. Wang Jianfeng as the candidates for independent directors of the fourth board of directors of the company (see attachment for resume). The term of office of independent directors is three years, starting from the date of deliberation and approval by the general meeting of shareholders of the company.

This proposal has been deliberated and approved at the 25th meeting of the third board of directors of the company held on December 23, 2024. For details, please refer to the "Announcement of Shanghai Medicilon Biopharmaceutical Co., Ltd. on the General Election of the Board of Directors and the Board of Supervisors of the Company" (Announcement No.: 2024-060) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 25, 2024.

It is hereby submitted to the general meeting of shareholders for consideration by shareholders and shareholders' representatives.

Shanghai Medicililon Biopharmaceutical Co., Ltd

board of directors

January 13, 2025

Appendix 2: Biographies of Independent Director Candidates

Annex 2:

Curriculum Vitae of Independent Director Candidates

Mr. Ma Dawei, born in 1963, Chinese nationality, no right of permanent residence abroad, Ph.D. candidate,

Academician of the Chinese Academy of Sciences. He has served as an assistant researcher at the Shanghai Institute of Organic Chemistry, Chinese Academy of Sciences, a postdoctoral fellow at the University of Pittsburgh and Mayo Clinic, and an independent director of Lianhetech Co., Ltd. and Zhejiang Jiangshan Chemical Co., Ltd. He is currently an independent director of the company, a researcher at the Shanghai Institute of Organic Chemistry, Chinese Academy of Sciences, and the director of the Academic Committee.

As of the disclosure date of this document, Mr. Ma Dawei does not hold shares of the company, has no relationship with other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the company's shares, does not belong to the judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, does not have the situation of being unsuitable to serve as a director of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents, and the listing rules of the Science and Technology Innovation Board of the Shanghai Stock Exchangeand other qualifications required by the Exchange.

Mr. Lai Weidong, born in 1958, Chinese nationality, no permanent right of abode abroad, postgraduate degree.

He has served as a teacher at Jiangxi Normal University, a cadre of the Foreign Affairs Office of the Jiangxi Provincial People's Government, and the deputy director of China Europe International Business School. He is currently an independent director of the company, a senior advisor to the senior management education department of China Europe International Business School, and an independent director of Shanghai Cooltech Power Co., Ltd.

As of the disclosure date of this document, Mr. Lai Weidong does not hold shares of the company, has no relationship with other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the company's shares, does not belong to the judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, does not have the situation of being unsuitable to serve as a director of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents, and the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other qualifications required by the Exchange.

Ms. Wang Jianfeng, born in 1971, Chinese nationality, no right of permanent residence abroad, certified public accountant,

Postgraduate qualifications. He has successively served as the chief financial officer of Jiaten Polymer Materials Co., Ltd. and the risk control director of Changjiang Growth Capital Investment Co., Ltd. He is currently the chairman of BMI Digital Technology (Shanghai) Co., Ltd. and an independent director of Shanghai Kaixin Separation Technology Co., Ltd.

As of the disclosure date of this document, Ms. Wang Jianfeng does not hold shares of the company, has no relationship with other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the company's shares, does not belong to the judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, does not have the situation of being unsuitable to serve as a director of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents, and the listing rules of the Science and Technology Innovation Board of the Shanghai Stock Exchangeand other qualifications required by the Exchange.

Proposal 4: Proposal on the re-election of the board of supervisors and the election of non-employee supervisors of the fourth board of supervisorsShareholders and shareholders' representatives:

In view of the expiration of the term of office of the supervisor of the third board of supervisors of the company, in accordance with the relevant provisions of the Company Law of the People's Republic of China and the articles of association of the company, Mr. Jin Weichun is hereby nominated as a candidate for non-employee representative supervisor of the fourth board of supervisors of the company for a term of three years, counting from the date of deliberation and approval of the general meeting of shareholders of the company.

This proposal has been held on December 23, 2024, the 23rd meeting of the third board of supervisors of the company

Adopted by the meeting. For details, please refer to the company's listing on the Shanghai Stock Exchange on December 25, 2024

"Announcement of Shanghai Medicililon Biopharmaceutical Co., Ltd. on the General Election of the Board of Directors and Board of Supervisors of the Company" (Announcement No.: 2024-060) on the website (www.sse.com.cn).

It is hereby submitted to the general meeting of shareholders for consideration by shareholders and shareholders' representatives.

Shanghai Medicililon Biopharmaceutical Co., Ltd

Supervisory board

January 13, 2025

Appendix 3: Curriculum Vitae of Candidates for Non-Employee Representative Supervisors

Annex 3:

Resume of Non-employee Representative Supervisor Candidates

Mr. Jin Weichun, born in September 1972, Chinese nationality, no right of permanent residence abroad, master's degree

Bear. Since December 2012, he has served as an executive director of Shenzhen Renhe Capital Management Co., Ltd. He is currently a supervisor of the company.

As of the disclosure date of this document, Mr. Jin Weichun does not hold shares of the company, has no relationship with other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the company's shares, does not belong to the judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, does not have the situation of being unsuitable to serve as a supervisor of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents, and the listing rules of the Shanghai Stock Exchange's Science and Technology Innovation Boardand other qualifications required by the Exchange.