BOCI Securities

Apr 29, 2021

04/29/2021 | 04:59am EDT Message : THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Everest Medicines Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. Everest Medicines Limited (Incorporated in Cayman Islands with limited liability) (Stock Code: 1952) REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING The notice convening the Annual General Meeting of Everest Medicines Limited to be held at Plaza 66, Tower 1, Units 6601-6606, 1266 West Nanjing Road, Shanghai, China on Tuesday, 1 June 2021 at 9 a.m. is set out in this circular. Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and return it to Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM or adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish. If you attend and vote at the AGM, the form of proxy will be revoked. This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited ( http://www.hkexnews.hk) and the Company (www.everestmedicines.com). 30 April 2021 4 4 4 6 10 13 DEFINITIONS "AGM" or "Annual General Meeting" Tuesday, 1 June 2021 at 9a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 16 of this circular, or any adjournment thereof "Articles" or "Articles of Association" Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange "Director(s)" "Hong Kong" of China Hong Kong dollars, the lawful currency of Hong Kong dollars" or "HK$" circular for ascertaining certain information in this circular "Listing Date" amended from time to time "Pre-IPO ESOP" 25 December 2018 as amended and restated on 17 February 2020, the principal terms of which are set out in "Statutory and General Information - D. Share Schemes - 2. Pre-IPO Employee Share Option Plan" in Appendix IV of the Prospectus "Pre-IPO MSOP" 23 November 2017, the principal terms of which are set out in "Statutory and General Information - D. Share Schemes - 1. Pre-IPO Management Share Option Plan" in Appendix IV of the Prospectus "Prospectus" - 1 - Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting Kong), as amended from time to time "Share(s)" Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company "Shareholder(s)" "Takeovers Code" Futures Commission, as amended from time to time References to time and dates in this circular are to Hong Kong time and dates. In the event of any inconsistency, the English version shall prevail over the Chinese version. - 2 - (Incorporated in Cayman Islands with limited liability) (Stock Code: 1952) Ugland House Grand Cayman KY1-1104 Cayman Islands Level 54, Hopewell Centre REPURCHASE SHARES AND TO ISSUE SHARES AND 1. INTRODUCTION The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on Tuesday, 1 June 2021. - 3 - 2. PROPOSED RE-ELECTION OF DIRECTORS In accordance with Article 16.19 of the Articles of Association, Mr. Wei Fu, Mr. Ian Ying Woo and Mr. Xiaofan Zhang shall retire at the AGM. In addition, Ms. Lan Kang, who was appointed by the Board on 22 December 2020, shall hold office until the AGM pursuant to Article 16.2 of the Company's Articles of Association. All of the above Directors, being eligible, will offer themselves for re-election at the AGM. Details of the Directors proposed for re-election at the AGM are set out in Appendix I to this circular. 3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES On 21 September 2020, a resolution was passed by the then Shareholders to grant a general mandate to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the AGM (i.e. a total of 29,665,419 Shares on the basis that no further Shares are issued or repurchased before the AGM). An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular. 4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES On 21 September 2020, a resolution was passed by the then Shareholders to grant a general mandate to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Sale Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the AGM (i.e. a total of 59,330,838 Shares on the basis that no further Shares are issued or repurchased before the AGM). An ordinary resolution to extend the Sale Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM. 5. PROPOSED RE-APPOINTMENT OF RETIRING AUDITOR The Board proposes to re-appoint PricewaterhouseCoopers as the auditor of the Company effective until the conclusion of the next annual general meeting of the Company subject to the approval of the Shareholders at the AGM. The Board also proposes and recommends to the Shareholders to authorise the Board at the AGM to fix the remuneration of PricewaterhouseCoopers as the auditor of the Company. - 4 - 6. AGM AND PROXY ARRANGEMENT The notice of the AGM is set out on pages 13 to 16 of this circular. Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must 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. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules. A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited ( http://www.hkexnews.hk) and the Company (www.everestmedicines.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM should you so wish. 7. RECOMMENDATION The Directors consider that the proposed re-election of retiring Directors and the proposed granting of the Repurchase Mandate, the proposed Sale Mandate and the proposed re-appointment of auditor are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM. Yours faithfully, Everest Medicines Limited RE-ELECTED AT THE AGM The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting. Mr. Wei Fu (傅唯), aged 38, is an executive Director, chairman of the Board, chairperson of the nomination committee and member of the remuneration committee of the Company. Mr. Fu was appointed as our Director in July 2017 and was re-designated as an executive Director in July 2020. Mr. Fu is also a director of Everest Medicines II (BVI) Limited, Everest Medicines II (HK) Limited, EverOnc Medicines Inc., EverOnc Medicines Limited, Everest Medicines II Limited and Everest Medicines (Singapore) Pte. Ltd.. Mr. Fu has served as the chief executive officer and managing director of CBC Group, a healthcare dedicated private equity firm, since April 2014. From August 2011 to December 2013, Mr. Fu served as the general manager of the investment department at a wholly-owned subsidiary of Far East Horizon Limited, a financial services organization listed on the Stock Exchange (HKEX: 3360). From March 2008 to April 2010, Mr. Fu worked as an associate director at Standard Chartered Business Consulting (Beijing) Co., Ltd., where he was mainly responsible for private equity investments in infrastructure projects. From July 2006 to March 2008, Mr. Fu worked at Macquarie Capital (Singapore) Pte. Limited, where his last position was as a business analyst. Mr. Fu received his bachelor's degree in electrical and electronic engineering from Nanyang Technological University in Singapore in February 2005. Mr. Fu has been a director of I-Mab (NASDAQ: IMAB) since June 2018, and was a non-executive director of Ascletis Pharma Inc. (HKEX: 1672) from April 2018 to December 2018. Mr. Fu has entered into a service agreement with the Company on 22 September 2020. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months' written notice. Mr. Fu is not entitled to receive any remuneration in his capacity as an executive Director and Mr. Fu is entitled to the reimbursement of all reasonable out- of-pocket expenses incurred in relation to the discharge of his duties in connection with the business of the Company. As at the Latest Practicable Date, Mr. Fu has in his capacity as founder of a discretionary trust, deemed interests in 131,872,215 Shares held by controlled corporations, C-Bridge Investment Everest Limited (50,000,000 Shares), C-Bridge IV Investment Two Limited (38,362,045 Shares), C-Bridge IV Investment Nine Limited (15,277,778 Shares), Everest Management Holding Co., Ltd (24,005,392 shares) and C-Bridge IV Investment Sixteen Limited (4,227,000 Shares), which, in aggregate, represent approximately 44.45% of the total issued share capital of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Fu does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Fu has confirmed that he does not hold: (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications. Save as disclosed above, Mr. Fu has confirmed that he does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company. - 6 - RE-ELECTED AT THE AGM Save as disclosed above, Mr. Fu has confirmed that there is no other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Mr. Fu's standing for re-election as Director that need to be brought to the attention of the Shareholders. Mr. Ian Ying Woo (何穎), aged 48, is an executive Director and the president and chief financial officer of the Company. Mr. Woo was appointed as our Director in December 2018 and was re- designated as an executive Director in July 2020. Mr. Woo is also a director of Everest Medicines II Limited and Everest Medicines (US) Limited. Mr. Woo is an operating partner of CBC Group and served as a managing director of CBC Group from June 2018 to June 2019. Prior to joining the Company in June 2018, Mr. Woo served as a managing director in the healthcare advisory team at Lazard Frères & Co. LLC ("LFNY"), a subsidiary of the financial advisory and asset management firm Lazard Ltd (NYSE: LAZ). Mr. Woo joined LFNY in March 2005 and was based in New York until June 2018, other than from January 2012 to June 2016 during which period he worked at Lazard Asia (Hong Kong) Limited, LFNY's Hong Kong office and an SFC licensed corporation. Mr. Woo received his bachelor's degree in biology from Tufts University in the United States in May 1994, his master's degree in cellular, molecular and biomedical studies from Columbia University Graduate School of Arts and Sciences in the United States in May 1998 and his master of business administration degree from the Columbia University Graduate School of Business in the United States in May 2003. Mr. Woo has entered into a service agreement with the Company on 22 September 2020. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months' written notice. Mr. Woo is not entitled to receive any remuneration in his capacity as an executive Director and Mr. Woo is entitled to the reimbursement of all reasonable out-of-pocket expenses incurred in relation to the discharge of his duties in connection with the business of the Company under his service agreement. As at the Latest Practicable Date, Mr. Woo has personal interest in 110,000 Shares, represent approximately 0.04% of the total issued share capital of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Woo does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Woo has confirmed that he does not hold: (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications. Save as disclosed above, Mr. Woo has confirmed that he does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company. Save as disclosed above, Mr. Woo has confirmed that there is no other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Mr. Woo's standing for re-election as Director that need to be brought to the attention of the Shareholders. 7 - RE-ELECTED AT THE AGM Mr. Xiaofan Zhang (張曉帆), aged 37, was appointed as our Director in November 2017, was re- designated as an executive Director in July 2020, and was appointed as our chief operating officer in November 2017. Mr. Zhang is also a director of Everest Medicines II (HK) Limited, Everest Medicines II Limited, Everest Medicines (Singapore) Pte. Ltd., Everstar Therapeutics Limited, EverID Medicines (Beijing) Limited, Everstar Medicines (Shanghai) Limited, EverNov Medicines Limited, EverNov Medicines (HK) Limited, EverNov Medicines (Zhuhai Hengqin) Co., Ltd., Everest Medicines (Suzhou) Inc. and Everest Medicines (China) Co., Ltd.. Mr. Zhang has been with CBC Group since January 2014, most recently serving as a director and responsible for the fund's investments in the pharmaceutical and biotech industry prior to joining the Company. Prior to joining CBC Group, Mr. Zhang worked in various capacities in private equity and investment banking, including as a private equity investment officer at Capital International, Inc., a private equity arm of Capital Group, from March 2011 to February 2013, at Morgan Stanley Asia Limited, a subsidiary of Morgan Stanley (NYSE: MS), from May 2007 to March 2011 where his last position held was associate, and at BOCI Research Limited and BOCI Securities Limited from 2006 to 2007. Mr. Zhang received his bachelor's degree in mathematics with honors from The University of Hong Kong in December 2006. Mr. Zhang has entered into a service agreement with the Company on 22 September 2020. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months' written notice. Mr. Zhang is not entitled to receive any remuneration in his capacity as an executive Director and Mr. Zhang is entitled to the reimbursement of all reasonable out-of-pocket expenses incurred in relation to the discharge of his duties in connection with the business of the Company under his service agreement. As at the Latest Practicable Date, Mr. Zhang has share options with respect to 2,353,902 Shares granted pursuant to the Pre-IPO Share Scheme, which represent approximately 0.79% of the total issued share capital of the Company. Save as disclosed above, Mr. Zhang does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Zhang has confirmed that he does not hold: (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications. Save as disclosed above, Mr. Zhang has confirmed that he does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company. Save as disclosed above, Mr. Zhang has confirmed that there is no other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Mr. Zhang's standing for re-election as Director that need to be brought to the attention of the Shareholders. - 8 - RE-ELECTED AT THE AGM Ms. Lan Kang (康嵐), aged 52, was appointed as a non-executive Director in December 2020. Ms. Kang has served at Fosun in multiple roles from 2010 to 2019, including as Executive Board Director and Senior Vice President of Fosun International, responsible for Fosun's insurance business, as well as chief HR officer at Fosun. She also held the role of non-executive Board Director at a number of healthcare related companies, including Fosun Pharma and Fosun United Health Insurance. Prior to joining Fosun, Ms. Kang spent five years at McKinsey & Company in China, in addition to working as an oncology research scientist in her early career. She is currently a managing director at C-Bridge Value Creation Limited of CBC Group. Ms. Kang was a non-executive director of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (HKEX: 2196) from June 2013 to March 2018 and an executive director of Fosun International Limited (HKEX: 0656) from March 2017 to November 2018. Ms. Kang obtained her Bachelor's degree in Biological Science and Technology from Zhejiang University in China, her MBA degree in Healthcare Management from The Wharton School of the University of Pennsylvania, and her Master's degree in Biochemistry from Tulane University, Louisiana, USA. Ms. Kang has entered into an appointment letter with the Company for a term of three years commencing from 22 December 2020 or until the third annual general meeting of the Company since the Listing Date, whichever is sooner (subject to (i) retirement from office and re-election at the next general meeting of the Company and (ii) retirement by rotation and re-election at least once every three years, in accordance with the articles of association of the Company and the corporate governance code as set out in the Listing Rules). According to the terms of Ms. Kang's appointment, Ms. Kang will not receive any remuneration and benefits in her capacity as a non-executive Director and Ms. Kang is entitled to the reimbursement of all reasonable out-of-pocket expenses incurred in relation to the discharge of her duties in connection with the business of the Company. Save as disclosed above, Ms. Kang has confirmed that she does not hold: (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications. Save as disclosed above, Ms. Kang has confirmed that she does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company, or any interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Ms. Kang has confirmed that there is no other information which is discloseable nor has she been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Ms. Kang's standing for re-election as Director that need to be brought to the attention of the Shareholders. - 9 - APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate. 1. SHARE CAPITAL As at the Latest Practicable Date, the issued share capital of the Company comprised 296,654,192 Shares. Subject to the passing of the ordinary resolution set out in item 4 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, i.e. being 296,654,192 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 29,665,419 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting. 2. REASONS FOR SHARE REPURCHASE The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders. Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. 3. FUNDING OF SHARE REPURCHASE The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be. 4. IMPACT OF SHARE REPURCHASE There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. - 10 - 5. MARKET PRICES OF SHARES The highest and lowest prices per Share at which Shares have traded on the Stock Exchange from 9 October 2020 (the Listing Date) up to and including the Latest Practicable Date were as follows: Month 6. INTENTION OF DIRECTORS AND CORE CONNECTED PERSONS TO SELL SHARES To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders. The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders. The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands. 7. TAKEOVERS CODE If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. - 11 - APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE As of the Latest Practicable Date, to the best knowledge of the Company, CBC Group is deemed to control approximately 44.45% of the total number of issued Shares. Assuming there will be no change in the number of issued Shares and the shareholding of CBC Group, and if the Repurchase Mandate is exercised in full, the shareholding of CBC Group would be increased to approximately 49.39%. The Directors believe that such increase in shareholding may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange. 8. SHARE REPURCHASE MADE BY THE COMPANY During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise). - 12 - Everest Medicines Limited (Incorporated in Cayman Islands with limited liability) (Stock code: 1952) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of Everest Medicines Limited (the "Company") will be held at Plaza 66, Tower 1, Units 6601-6606, 1266 West Nanjing Road, Shanghai, China on Tuesday, 1 June 2021 at 9 a.m. for the following purposes: 1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2020. 2(a). To re-elect Mr. Wei Fu as an executive Director. 2(b). To re-elect Mr. Ian Ying Woo as an executive Director. 2(c). To re-elect Mr. Xiaofan Zhang as an executive Director. 2(d). To re-elect Ms. Lan Kang as non-executive Director. 2(e). To authorize the Board to fix the remuneration of the Directors of the Company. To re-appoint PricewaterhouseCoopers and to authorize the Board to fix their remuneration. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution: "THAT: subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations; - 13 - NOTICE OF ANNUAL GENERAL MEETING the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company 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 for the purposes of this resolution: "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; 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 the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting." 5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution: "THAT: subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to 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; the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to: a Rights Issue (as defined below); 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 of the Company, shall not exceed 20% of the total number of issued shares of the Company 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 - 14 - for the purposes of this resolution: "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; 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 the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in 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 jurisdiction or the requirements of any recognized regulatory body or any stock exchange)." 6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution: "THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company 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)." By Order of the Board Everest Medicines Limited - 15 - Notes: 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint any number of proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him. 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 certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Thursday, 27 May 2021 to Tuesday, 1 June 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 26 May 2021. - 16 -