InnoCare Pharma : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in InnoCare Pharma Limited, you should at once hand this circular 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 the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

InnoCare Pharma Limited

諾誠健華醫藥有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9969)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of InnoCare Pharma Limited to be held at Building No. 8, No. 8 Life Science Park Road, Zhongguancun Life Science Park, Changping District, Beijing on Thursday, June 10, 2021 at 3:00 p.m. is set out on pages 16 to 21 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.innocarepharma.com).

Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. by no later than 3:00 p.m. on Tuesday, June 8, 2021). Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of the Shareholders, the Company will implement the following precautionary measures at the AGM to prevent the spreading of the COVID-19:

1. compulsory body temperature checks and health declaration for all attendees, including Directors and Shareholders at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius and/or exhibiting flu-like symptoms will be denied entry into the AGM venue and be requested to leave the AGM venue;
2. every attendee will be required to wear a surgical facial mask throughout the AGM and maintain a safe distance between seats. Please note that no masks will be provided at the AGM venue and attendees should wear their own masks; and
3. the Company will not provide refreshments and will not distribute corporate gifts.

In light of the continuing risks posed by the COVID-19, the Company encourages the Shareholders to consider appointing the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

May 10, 2021

			CONTENTS
				Page
DEFINITIONS . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandates to Issue Shares and Repurchase Shares . . . . . . . . . . . . . . . .	4
3.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Recommendation of the Nomination Committee . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Re-appointment of the Auditors of the Company . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Form of Proxy . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Voting by Poll . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
11.	Recommendation .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I	-	BIOGRAPHICAL DETAILS OF RETIRING
			DIRECTORS PROPOSED FOR RE-ELECTION . . . . .	8
APPENDIX II	-	EXPLANATORY STATEMENT ON THE
			REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM" or "Annual General	the annual general meeting of the Company to be held at
Meeting"	Building No. 8, No. 8 Life Science Park Road,
	Zhongguancun Life Science Park, Changping District,
	Beijing on Thursday, June 10, 2021 at 3:00 p.m. or any
	adjournment thereof, the notice of which is set out on
	pages 16 to 21 of this circular
"Articles of Association"	the amended and restated articles of association of the
	Company, adopted on October 8, 2019 by shareholders of
	the Company, with effect from March 23, 2020, and as
	amended from time to time
"Board"	the board of Directors
"Policy on Board Diversity"	the policy on Board diversity adopted by the Company at
	the Board meeting held on January 3, 2020
"China" or "PRC"	the People's Republic of China, but for the purpose of
	this circular and for geographical reference only and
	except where the context requires, references in this
	circular to "China" and the "PRC" do not apply to
	Taiwan, Macau and Hong Kong
"Company"	InnoCare Pharma Limited, incorporated in the Cayman
	Islands as an exempted company with limited liability on
	November 3, 2015, whose Shares are listed on the Main
	Board of the Stock Exchange (Stock Code: 9969)
"COVID-19"	the novel coronavirus
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong Dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China

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	DEFINITIONS
"Latest Practicable Date"	April 30, 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this circular
"Listing Date"	the date on which dealings in the Shares on the Stock
	Exchange first commenced, being March 23, 2020
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended and supplemented or
	otherwise modified from time to time
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to repurchase Shares on the terms set out in the
	notice convening the Annual General Meeting
"SFC"	the Securities and Futures Commission
"SFO"	the Securities and Futures Ordinance, (Chapter 571 of the
	Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) of par value of US$0.000002 each in
	the share capital of the Company
"Shareholder(s)" or "Member(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary" or "subsidiaries"	shall have the meaning ascribed to it under the Listing
	Rules
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs issued by the SFC, as amended, supplemented
	or otherwise modified from time to time
"US$"	United States dollars, the lawful currency of the United
	States of America
"%"	per cent

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LETTER FROM THE BOARD

InnoCare Pharma Limited

諾誠健華醫藥有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9969)

Executive Directors:	Registered office:
Dr. Jisong Cui	The offices of Ogier Global (Cayman) Limited
Dr. Renbin Zhao	89 Nexus Way, Camana Bay
Non-executive Directors:	Grand Cayman, KY1-9009
Cayman Islands
Dr. Yigong Shi	Head Office and Principal Place of
Mr. Quanhong Yuan
Mr. Shan Fu	Business in the PRC:
Mr. Ronggang Xie	Building 8, No. 8 Life Science Park Road
Independent non-executive Directors:	Zhongguancun Life Science Park
Changping District
Dr. Zemin Zhang	Beijing
Ms. Lan Hu	PRC
Dr. Kaixian Chen	Principal place of business in Hong Kong:
	40th Floor, Dah Sing Financial Centre
	No. 248 Queen's Road East
	Wanchai, Hong Kong
	May 10, 2021

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to, among other things, provide the Shareholders with the notice of Annual General Meeting and to provide you with information regarding the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of general mandates to issue and repurchase Shares; (ii) the re-election of the retiring Directors and (iii) the re-appointment of the auditors of the Company.

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