Shanghai Allist Pharmaceutical Technology Co., Ltd

Meeting materials of the first extraordinary general meeting of shareholders in 2024

November 2024

Table of Contents

Notice of the First Extraordinary General Meeting of Shareholders in 2024 ......-2-

2024 First Extraordinary General Meeting of Shareholders Meeting Agenda ......- 4-

Proposal of the First Extraordinary General Meeting of Shareholders in 2024 ......- 6-

Proposal 1: Proposal on the Election of Non-Independent Directors ......-6-

Motion 2: Proposal on Changing Accounting Firm ......-8-

Shanghai Allist Pharmaceutical Technology Co., Ltd

Notice to the First Extraordinary General Meeting of Shareholders in 2024

In order to safeguard the legitimate rights and 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, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies, the Articles of Association of Shanghai Allist Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Rules of Procedure of the General Meeting of Shareholders of Shanghai Allist Pharmaceutical Technology Co., Ltd. and other relevant regulations, Shanghai Allist Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Company") hereby formulates the meeting instructions for the first extraordinary general meeting of shareholders in 2024:

1. In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders and shareholders' agents attending the meeting must go through the sign-in procedures at the meeting site 30 minutes before the meeting, and please present the securities account card, identity documents or copies of the business license/registration certificate of the enterprise (with official seal), power of attorney, etc., and receive the meeting materials after verification. After the start of the meeting, the meeting sign-in 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, and the shareholders present after the termination of the sign-in shall not have the right to participate in the on-site voting.

2. The meeting shall deliberate and vote on the proposals in the order listed in the notice of the meeting.

3. Shareholders and their representatives shall enjoy the right to speak, question and vote in accordance with the law when participating in the general meeting of shareholders. 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.

4. Shareholders and their representatives who request to speak at the on-site meeting of the general meeting of shareholders or ask questions on relevant issues shall register at the sign-in office of the general meeting of shareholders in advance. Shareholders should raise their hands to ask questions on the spot, and speak with the permission of the presiding officer of the general meeting. Shareholders and proxies or questions should be concise and to the point on the topic of the meeting, and the time should not exceed 5 minutes.

Shareholders shall not interrupt the report of the general meeting and ask the general meeting to speak. In case of violation of the foregoing provisions, the presiding officer of the meeting may refuse or stop it.

5. The presiding officer of the meeting shall have the right to announce the temporary adjournment of the meeting in accordance with the proceedings and schedule of the meeting. The presiding officer may also adjourn the meeting if he deems it necessary.

6. The moderator may arrange for the company's directors, supervisors and senior managers to answer questions raised by shareholders. For the possible will

The moderator or the relevant person designated by the host has the right to refuse to answer questions that leak the company's trade secrets or inside information and damage the common interests of the company and shareholders.

7. Shareholders and their 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".

8. The on-site meeting of the general meeting of shareholders elected 1 shareholder representative to participate in the vote count and 1 shareholder representative to participate in the scrutiny.

If the matters under deliberation have an interest in the shareholders, the relevant shareholders and their agents shall not participate in the counting and scrutiny.

When the general meeting of shareholders votes on the proposal, one shareholder representative and one supervisor shall be responsible for counting the votes; 1 shareholder representative and 1 lawyer are responsible for scrutiny. The voting results are announced on the spot, and the relevant personnel sign the voting results of the motion.

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

10. 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.

11. In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other personnel to enter the venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior executives, lawyers appointed and persons invited by the board of directors.

12. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, refuse personal audio and video recording and taking pictures during the meeting, and the participants should leave the venue after the conference without special reasons. The staff of the meeting have the right to stop the acts that interfere with the normal procedures of the meeting, pick quarrels and provoke troubles, or infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.

13. The shareholders and their representatives shall bear the expenses incurred in attending the shareholders' meeting, and the company shall not issue gifts to the shareholders attending the shareholders' meeting, and shall not be responsible for arranging the accommodation of shareholders attending the shareholders' meeting, so as to treat 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 company's announcement in November 2024

The "Notice of Shanghai Allist Pharmaceutical Technology Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2024" (Announcement No.: 2024-035) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on September 9.

Agenda for the 1st Extraordinary General Meeting of Shareholders in 2024

1. Time, place and voting method of the meeting

1. On-site meeting time: 14:00 on November 26, 2024

2. On-site meeting place: the company's conference room, No. 268, Lingxiaohua Road, Zhoupu Town, Pudong New Area, Shanghai

3. Convener of the meeting: the board of directors of the company

4. Moderator: Mr. Du Jinhao, Chairman of the Board

5. The system, start and end date 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 start and end dates: from November 26, 2024 to November 26, 2024

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

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

(3) The moderator announces the attendance of the on-site meeting

(4) Read out the instructions of the meeting

(5) Election scrutineers and tellers

(6) Examine each bill item by item

(7) In response to the deliberation of the general meeting, shareholders speak and ask questions, and the company's directors, supervisors and senior managers answer shareholders' questions

(8) Shareholders attending the meeting vote on various proposals

(9) Adjourn the meeting and count the results of on-site voting

(10) At the resumption of the meeting, the host announces the voting results and the online voting results (the final voting results are subject to the company's announcement)

(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 of the first extraordinary general meeting of shareholders in 2024

Motion 1:

Proposal on the Election of Non-Independent Directors

Dear Shareholders and Shareholder Representatives,

Due to personal reasons, Mr. Jin Jiaqi applied for resignation as a director of the Company and will no longer hold any position in the Company after his resignation.

In accordance with the relevant provisions of the Company Law of the People's Republic of China, the Articles of Association of the Company and the Rules of Procedure of the Board of Directors of the Company, the Board of Directors agreed to nominate Mr. Xu Cong (see the attached resume) as a candidate for non-independent director of the second session of the Board of Directors of the Company, and his term of office as a director shall be from the date of deliberation and approval of the General Meeting of Shareholders to the date of expiration of the term of the second session of the Board of Directors of the Company.

For details, please refer to the company's website on the Shanghai Stock Exchange website (www.sse.com.cn) on November 9, 2024

Announcement of Shanghai Allist Pharmaceutical Technology Co., Ltd. on the Election of Non-Independent Directors (Announcement No.: 2024-033) disclosed by Shanghai Allist.

This proposal has been deliberated and passed at the twelfth meeting of the second board of directors of the company, and is now submitted to shareholders for consideration.

Board of Directors of Shanghai Allist Pharmaceutical Technology Co., Ltd

November 26, 2024

Attachment: Curriculum Vitae of Mr. Xu Cong, a non-independent director candidate

Mr. Xu Cong, male, born in 1985, Chinese nationality, no right of permanent residence abroad. Mr. Xu Cong graduated from Tongji Medical College of Huazhong University of Science and Technology and Clemson University in the United States with a Ph.D. degree. Since January 2018, he has served as the Managing Director of Eli Lilly Asia Ventures, and is currently the Chairman of Nanjing Yingpai Pharmaceutical Co., Ltd., the Chairman of Shanghai Yingpai Pharmaceutical Co., Ltd., the Director of Yiming Angke Biomedical Technology (Shanghai) Co., Ltd., the Director of Shanghai Kezhou Pharmaceutical Co., Ltd., the Director of Zhejiang Xinma Biopharmaceutical Co., Ltd., and the Director of EdiGene (Beijing) Biotechnology Co., Ltd.

Motion 2:

Proposal on the change of accounting firm

Dear Shareholders and Shareholder Representatives,

In view of the fact that PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) has been providing audit services for the Company for 7 consecutive years, in accordance with the Administrative Measures for the Selection and Employment of Accounting Firms by State-owned Enterprises and Listed Companies and other relevant regulations, and taking into account the Company's actual development strategy and demand for audit services, the Company intends to change its accounting firm and appoint Ernst & Young Huaming Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Ernst & Young Huaming") as the Company's 2024 annual audit institution and be responsible for the Company's 2024 Annual financial audit and internal control audit. The company has fully communicated with the former accounting firm PricewaterhouseCoopers Zhongtian on the proposed change of accounting firm, and it has no objection to the change.

1. The basic information of the accounting firm to be employed

(1) Institutional information

1. Basic Information

Ernst & Young Huaming was established in September 1992 and completed the localization transformation in August 2012

The limited liability law firm was transformed into a special general partnership law firm. Ernst & Young Huaming is headquartered in Beijing with its registered address

Room 01-12, 17th Floor, Ernst & Young Building, Oriental Plaza, 1 East Chang'an Street, Dongcheng District, Beijing.

As of the end of 2023, it has 245 partners, and the chief partner is Mr. Mao Anning. Ernst & Young Huaming has always been

Focusing on talent training, as of the end of 2023, it has nearly 1,800 certified public accountants, including more than 1,500 certified public accountants with experience in securities-related business services, and nearly 500 certified public accountants who have signed audit reports on securities service business.

Ernst & Young Huaming's total audited business revenue in 2023 was RMB5.955 billion, of which audit revenue was received

RMB5.585 billion (including RMB2.438 billion in securities business income). 2023 A-share listed company

A total of 137 annual report audit clients were audited, with a total fee of RMB 905 million. The main industries of these listed companies involve manufacturing, finance, wholesale and retail, mining, information transmission, software and information technology services, leasing and business services, etc.; The company has a total of 66 audit clients of listed companies in the same industry.

2. Investor protection capabilities

Ernst & Young Huaming has good investor protection capabilities and has provided for occupational risk bases in accordance with the requirements of relevant laws and regulations

Jinhe purchased occupational insurance, which covers the head office and all branches in Beijing. The sum of the accrued occupational risk fund and the cumulative compensation limit of the purchased occupational insurance exceeds RMB 200 million. In the past three years, EY Huaming has not had any civil liability due to civil litigation related to its professional conduct.

3. Integrity Record

In the past three years, EY Huaming and its practitioners have not been subject to any criminal penalties or disciplinary actions by self-regulatory organizations such as industry associations for their professional conduct. He has received an administrative penalty from the competent department of the industry for two employees. He has received two warning letters from the securities regulatory authority, involving five practitioners. The aforesaid decision to issue a warning letter is a supervision and management measure, not an administrative penalty. I have received a self-regulatory measure from the stock exchange to issue written warnings to two practitioners, and it does not involve penalties. The foregoing does not affect EY Huaming's continued undertaking or execution of securities services business and other businesses.

(2) Project information

1. Basic Information

Proposed Project Partner and Signatory CPA: Ms. Wu Huijun, became a certified public accountant in 2014, began to engage in the audit of listed companies in 2005, began to practice at Ernst & Young Huaming in 2007, and plans to provide audit services for the Company in 2024. In the past three years, we have signed/reviewed the audit of the annual reports of 2 listed companies, mainly serving the biomedical and retail consumer goods industries.

Proposed Signing CPA: Ms. Wang Qingxiu, became a certified public accountant in 2018, began to engage in the audit of listed companies in 2015, began to practice at Ernst & Young Huaming in 2021, and intends to provide audit services to the Company in 2024. In the past three years, we have signed/reviewed the audit of the annual reports of 1 listed company, mainly serving the biomedical industry.

Proposed project quality control reviewer: Mr. Hu Yuanhui, became a certified public accountant in 2005, began to engage in the audit of listed companies in 2001, began to practice at Ernst & Young Huaming in 2020, and intends to provide audit services for the Company in 2024. In the past three years, we have signed/reviewed the audit of the annual reports of 1 listed company, mainly serving the biomedical industry.

2. Integrity Record

In the past three years, the above-mentioned proposed project partners, signatory certified public accountants and project quality control reviewers have not been subject to criminal penalties or administrative penalties for their professional conduct, nor have they been subject to the supervision and management measures of the securities regulatory authority or the self-regulatory measures or disciplinary actions of self-regulatory organizations such as stock exchanges and industry associations.

3. Independence

Ernst & Young Huaming and the above-mentioned proposed project partners, signatory CPAs, and project quality control reviewers did not violate the independence requirements of the Code of Professional Ethics for Chinese Certified Public Accountants.

4. Audit fees

EY Huaming's audit service fees are determined based on factors such as the complexity of the company's business, the expected workload, and the number of hours invested by employees at all levels. The audit fee to be paid to EY Huaming for the audit of the 2024 financial statements and internal control audit is RMB2.18 million (including RMB0.5 million for the internal control audit), a decrease of RMB340,000 from the audit fee for 2023.

2. A description of the proposed change of accounting firm

(1) The situation of the former accounting firm and the audit opinion of the previous year

PricewaterhouseCoopers Zhongtian is the company's accounting firm for 2023 and issued a standard for the company's 2023 annual report

After the completion of the Company's 2023 annual audit work, PwC Zhongtian has provided audit services for the Company for 7 consecutive years. PwC Zhongtian has fulfilled its due diligence as an auditor and safeguarded the legitimate rights and interests of the Company and its shareholders from a professional perspective. The Company has not been dismissed after entrusting a former accounting firm to carry out part of the audit work.

(2) The reason for the proposed change of the accounting firm

In accordance with the relevant provisions of the Administrative Measures for the Selection and Employment of Accounting Firms by State-owned Enterprises and Listed Companies, the Company intends to change its accounting firm in consideration of the Company's actual development strategy and demand for audit services. There is no difference between the company and PricewaterhouseCoopers Zhongtian in terms of work arrangements, fees, opinions, etc.

(3) The communication between the listed company and the former accounting firm

The company has fully communicated with PricewaterhouseCoopers Zhongtian Certified Public Accountants on the proposed change of accounting firm, and it has no objection to the change. The former and former accounting firms will actively communicate and cooperate with each other in accordance with the Chinese Certified Public Accountants Auditing Standard No. 1153 - Communication between Former Certified Public Accountants and Subsequent Certified Public Accountants and other relevant requirements.

3. The procedures to be performed by the accounting firm are to be changed

The Audit Committee of the Board of Directors of the Company has reviewed Ernst & Young Huaming's professional competence, investor protection capabilities, independence,

The integrity status was reviewed, and it was believed that it adhered to independent auditing standards in the course of its practice, objectively, fairly and fairly reflected the company's financial status and operating results, earnestly performed the duties of an accounting firm, and had professional competence and investor protection capabilities, and the company's reasons for changing the annual audit institution were sufficient and appropriate, and agreed to propose to the board of directors to re-appoint Ernst & Young Huaming as the company's financial and internal control auditor for 2024.

For details, please refer to the company's website on the Shanghai Stock Exchange website (www.sse.com.cn) on November 9, 2024

Announcement of Shanghai Allist Pharmaceutical Technology Co., Ltd. on the Change of Accounting Firm (Announcement No.: 2024-034) disclosed by Shanghai Allist.

This proposal has been deliberated and passed at the twelfth meeting of the second board of directors of the company, and is now submitted to shareholders for consideration.

Board of Directors of Shanghai Allist Pharmaceutical Technology Co., Ltd

November 26, 2024