THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your 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 HBM Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

和鉑醫藥控 股有限公司

HBM Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02142)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of HBM Holdings Limited to be held at 12th Floor, Tower A, 420 Fenglin Road, Xuhui District, Shanghai, China on Monday 21 June 2021 at 10 a.m. is set out on pages 15 to 19 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 website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. no later than 10 a.m. on Saturday, 19 June 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof if they so wish.

29 April 2021

CONTENTS

Page

Definitions . . . .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Introduction

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

3.

Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

4.

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

5.

Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

6.

Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

7.

Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

8.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

9.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

APPENDIX I

-

DETAILS OF DIRECTORS PROPOSED FOR

RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX II

-

EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .

12

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

- i -

DEFINITIONS

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

"Annual General Meeting"

the annual general meeting of the Company to be held at

12th Floor, Tower A, 420 Fenglin Road, Xuhui District,

Shanghai, China on Monday 21 June 2021 at 10 a.m., or

any adjournment thereof and notice of which is set out on

pages 15 to 19 of this circular

"Articles of Association"

the articles of association of the Company

"Audit Committee"

the audit committee of the Company

"Board"

the board of Directors

"Companies Law"

the Companies Law, Chapter 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands as

amended, supplemented or otherwise modified from time

to time

"Company"

HBM Holdings Limited (和鉑醫藥控股有限公司), a

company with limited liability incorporated under the

laws of the Cayman Islands on 20 July 2016, with its

Shares listed on the Main Board of the Stock Exchange

"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

PRC

"Issue Mandate"

a general and unconditional mandate proposed to be

granted to the Directors at the Annual General Meeting to

allot, issue and/or deal with the Shares not exceeding

20% of the number of the issued Shares as at the date of

passing of the relevant resolution granting the Issue

Mandate

"Latest Practicable Date"

21 April 2021, being the latest practicable date prior to

the printing of this circular for the purpose of

ascertaining certain information contained in this circular

- 1 -

DEFINITIONS

"Listing Date"

10 December 2020, the date on which the Shares were

listed on the Stock Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange, as amended from time to time

"Memorandum"

the memorandum of association of the Company

"Nomination Committee"

the nomination committee of the Company

"PRC"

the People's Republic of China, and for the purpose of

this circular, excluding Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan Region

"Remuneration Committee"

the remuneration committee of the Company

"Repurchase Mandate"

a general and unconditional mandate proposed to be

granted to the Directors at the Annual General Meeting to

repurchase Shares not exceeding 10% of the number of

the issued Shares as at the date of passing of the relevant

resolution granting the Repurchase Mandate

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

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) in the share capital of the Company

with a par value of US$0.000025 each

"Shareholder(s)"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Codes on Takeovers and Mergers and Share Buy-

backs, as amended, supplemented or otherwise modified

from time to time

"US$"

United States dollars, the lawful currency of the United

States

"%"

per cent

In this circular, the terms "close associate", "core connected person", "controlling shareholder", "subsidiary" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

- 2 -

LETTER FROM THE BOARD

和鉑醫藥控 股有限公司

HBM Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02142)

Executive Directors:

Registered office:

Dr. Jingsong Wang

P.O. Box 472

Dr. Mai-Jing Liao

Harbour Place, 2nd Floor

103 South Church Street

Non-executive Directors:

George Town

Mr. Yu Min Qiu

Grand Cayman KY1-1106

Mr. Junfeng Wang

Cayman Islands

Independent Non-executive Directors:

Principal place of business

Dr. Robert Irwin Kamen

in Hong Kong:

Dr. Xiaoping Ye

Level 54, Hopewell Centre

Ms. Weiwei Chen

183 Queen's Road East

Hong Kong

29 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; and (b) the re-election of the retiring Directors.

- 3 -

LETTER FROM THE BOARD

2. ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 7 will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued Shares comprised 767,891,160 Shares. Subject to the passing of the ordinary resolution no. 7 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 153,578,232 Shares under the Issue Mandate.

In addition, subject to a separate approval of the ordinary resolution no. 9, the number of Shares repurchased by the Company under ordinary resolution no. 8 will also be added to extend the 20% limit of the Issue Mandate as mentioned in the ordinary resolution no. 7 provided that such extended amount shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

The Issue Mandate, if approved, will continue to be in force from the passing of the said resolution until whichever of the following first occurs: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association or to be held; and (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

3. REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

The Repurchase Mandate, if approved, will continue to be in force from passing of the said resolution until whichever of the following first occurs: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

- 4 -

LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 16.19 of the Articles of Association, the Directors being Dr. Jingsong Wang, Mr. Yu Min Qiu and Mr. Junfeng Wang shall retire by rotation and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Recommendations to the Board for the proposal for re-election of Dr. Jingsong Wang as executive Director and re-election of each of Mr. Yu Min Qiu and Mr. Junfeng Wang as non-executive Directors were made by the Nomination Committee, after having reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy, director nomination policy and the Company's corporate strategy (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge as set out in the board diversity policy of the Company). Taking into account their previous contributions to the Board and the experience, the Board accepted the recommendations from the Nomination Committee and recommended Dr. Jingsong Wang, Mr. Yu Min Qiu and Mr. Junfeng Wang to stand for re-election by the Shareholders at the Annual General Meeting.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

5. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 15 to 19 of this circular is the notice of the Annual General Meeting containing the resolutions in relation to the abovementioned proposals. The register of members of the Company will be closed from Wednesday, 16 June 2021 to Monday, 21 June 2021, both days inclusive, in order to determine the identity of the Shareholders who are entitled to attend the Annual General Meeting. All transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 15 June 2021 for registration.

6. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's

- 5 -

LETTER FROM THE BOARD

Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. not later than 10 a.m. on Saturday, 19 June 2021) or at any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjoined meeting thereof if they so wish.

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, 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. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of the Annual General Meeting be taken by way of poll pursuant to article 13.5 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement herein or this circular misleading.

9. RECOMMENDATION

The Directors consider that the proposed resolutions set out herein are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By Order of the Board

HBM Holdings Limited

Dr. Jingsong Wang

Chairman and Executive Director

- 6 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.

1. DR. JINGSONG WANG

Position and Experience

Dr. Jingsong Wang, M.D., Ph.D. (王勁松), aged 56, is an executive Director, the chief executive officer and chairman of the Board of our Company. Dr. Wang is also a director of HBM Holdings BVI and HBM Therapeutics, as well as the legal representative and chief executive officer of HBM Shanghai, HBM Suzhou, HBM Guangzhou and HBM Beijing. Dr. Wang is the principal founder of the Group and joined the Group in July 2016.

Dr. Wang was the associate director of translational medicine at Wyeth from July 2005 to May 2007. After that, he served as director of clinical discovery immunology at Bristol-Myers Squibb from June 2007 to November 2011. From November 2011 to December 2015, Dr. Wang served as the head of China research and development at Sanofi.

Dr. Wang has served as an independent non-executive director of Frontage Holdings Corporation (HKEX:1521) since April 2018. He has also served as independent non-executive director of Silicon Therapeutics since August 2016.

Dr. Wang received his M.D. in clinical medicine from Xuzhou Medical College in China in June 1986, his master's degree in medical science (immunology) from Jilin University in China in July 1989, and his Ph.D. in molecular pharmacology from China Pharmaceutical University in China in July 2011. Dr. Wang also obtained a physician qualification awarded by the Commonwealth of Massachusetts Board of Registration in Medicine in May 2002, as well as a Diplomate in Internal Medicine and a Diplomate in Rheumatology, both awarded by the American Board of Internal Medicine in 2003 and 2004 respectively. He obtained an unrestricted licensure in medicine awarded by the State Board of Medicine of the Commonwealth of Pennsylvania in 2005. In addition, Dr. Wang served as a research/clinical fellow in rheumatology at Brigham and Women's Hospital and Harvard Medical School from June 2001 to June 2005.

Save as disclosed above, Dr. Wang did not hold any directorship in other listed public companies in the three years immediately preceding the Latest Practicable Date.

Length of service

Dr. Wang has entered into a service contract with the Company on 23 November 2020. The term of appointment is for an initial term of three years commencing from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner (subject to retirement and re-election at the annual general meeting of the Company as and when required under the Articles of Association).

- 7 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Relationships

As far as the Board is aware, Dr. Wang does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

Interests in Shares

As at the Latest Practicable Date, Dr. Wang was deemed to be interested in 60,334,400 Shares, representing 7.86% of the issued share capital of the Company, within the meaning of Part XV of the SFO.

Director's emoluments

Pursuant to the abovementioned service contract, Dr. Wang is not entitled to receive any remuneration in his capacity as executive Director. For the year ended 31 December 2020, Dr. Wang received no emoluments.

Information that needs to be disclosed and matters that need to be brought to the

attention of the Shareholders

Save as disclosed above, there is no information on Dr. Wang that is required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr. Wang that need to be brought to the attention of the Shareholders.

2. MR. YU MIN QIU

Position and Experience

Mr. Yu Min Qiu (裘育敏), aged 47, is a non-executive Director of our Company and was designated by Advantech Capital, one of our Pre-IPO Investors. Mr. Qiu joined the Group in December 2016.

Mr. Qiu worked at Vancouver Coastal Health Authority from May 2004 to April 2007. From April 2007 to May 2010, he worked at the advisory department in PricewaterhouseCoopers Consultants (Shenzhen) Ltd. (Beijing branch) and his last position held was manager. From May 2010 to April 2013, he was a vice president of investment management firm GL Capital. He served as director at New Horizon Capital, a private equity fund, from May 2013 to December 2014 and as an executive director from January 2015 to December 2015. Thereafter, he joined Advantech Capital, a private equity fund, as an executive director in January 2016 and has been a partner at Advantech Capital since October 2017.

Mr. Qiu has served as a non-executive director of TOT BIOPHARM International Company Limited (HKEX:1875) since September 2018 and a non-executive director of Alphamab Oncology (HKEX:9966) since October 2018.

- 8 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Qiu received his bachelor's degree in power engineering from the East China University of Technology (which was subsequently amalgamated with Shanghai Institute of Mechanical Technology to become the University of Shanghai for Science and Technology) in China in July 1994, and his master of business administration degree in finance from the University of British Columbia in Canada in May 2004. He has also been a Certified Management Accountant (conferred by the Institute of Management Accountants) since May 2006 and a Chartered Financial Analyst (conferred by Chartered Financial Analyst Institute) since September 2007.

Save as disclosed above, Mr. Qiu did not hold any directorship in other listed public companies in the three years immediately preceding the Latest Practicable Date.

Length of service

Mr. Qiu has entered into an appointment letter with the Company on 23 November 2020. The term of appointment is for an initial term of three years commencing from 30 November 2020 or until the third annual general meeting of the Company after the Listing Date, whichever is sooner (subject to retirement and re-election at the annual general meeting of the Company as and when required under the Articles of Association).

Relationships

As far as the Board is aware, Mr. Qiu does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Qiu was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Director's emoluments

Pursuant to the abovementioned appointment letter, Mr. Qiu is not entitled to receive any remuneration in his capacity as non-executive Director. For the year ended 31 December 2020, Mr. Qiu received no emoluments.

Information that needs to be disclosed and matters that need to be brought to the

attention of the Shareholders

Save as disclosed above, there is no information on Mr. Qiu that is required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Qiu that need to be brought to the attention of the Shareholders.

- 9 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

3. MR. JUNFENG WANG

Position and Experience

Mr. Junfeng Wang (王俊峰), aged 46, is a non-executive Director of our Company and was designated by Legend Capital, one of our Pre-IPO Investors. Mr. Wang joined the Group in March 2018.

Mr. Wang served as the assistant general manager of the key accounts department of the Lenovo Group from April 1997 to May 2001, prior to joining Legend Capital in May 2004, where he has served as a managing director since October 2009.

Mr. Wang served as a non-executive director on the boards of the following listed companies during the past three years:

  • Beijing GeoEnviron Engineering & Technology, Inc. (SSE:603588) since June 2010;
  • Qingdao Huicheng Environmental Technology Co., Ltd. (SZSE:300779) since September 2015;
  • Shenzhen Colibri Technologies Co., Ltd. (SZSE:002957) since September 2016;
  • Berry Genomics Co., Ltd. (SZSE:000710) since May 2018;
  • Hiconics Eco-energy Technology Co., Ltd. (SZSE:300048), from March 2009 to December 2018;
  • Sevalo Machinery Supply Chain Co., Ltd. (National Equities Exchange and Quotations: 833704) from October 2011 to August 2018; and
  • Innovent Biologics, Inc. (HKEX:1801) prior to its listing and from April 2018 to October 2018.

Mr. Wang received his bachelor's degree in polymer chemistry from Lanzhou University in China in June 1995, his master of business administration degree in international finance from McMaster University in Canada in June 2004 and his executive master of business administration degree from the PBC School of Finance, Tsinghua University in China in July 2019.

Save as disclosed above, Mr. Wang did not hold any directorship in other listed public companies in the three years immediately preceding the Latest Practicable Date.

- 10 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Length of service

Mr. Wang has entered into an appointment letter with the Company on 23 November 2020. The term of appointment is for an initial term of three years commencing from 30 November 2020 or until the third annual general meeting of the Company after the Listing Date, whichever is sooner (subject to retirement and re-election at the annual general meeting of the Company as and when required under the Articles of Association).

Relationships

As far as the Board is aware, Mr. Wang does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Wang was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Director's emoluments

Pursuant to the abovementioned appointment letter, Mr. Wang is not entitled to receive any remuneration in his capacity as non-executive Director. For the year ended 31 December 2020, Mr. Wang received no emoluments.

Information that needs to be disclosed and matters that need to be brought to the

attention of the Shareholders

Save as disclosed above, there is no information on Mr. Wang that is required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.

- 11 -

APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

  1. the shares to be repurchased by a company must be fully paid-up;
  2. the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
  3. all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued Share capital comprised 767,891,160 Shares of nominal value of US$0.000025 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 76,789,116 Shares, which represent 10% of the issued Shares, during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

3. REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

- 12 -

APPENDIX II

EXPLANATORY STATEMENT

Repurchases of Shares will be financed out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Companies Law.

The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up.

The Directors do not propose 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 on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. 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 for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Save as aforesaid, to the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

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 or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

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APPENDIX II

EXPLANATORY STATEMENT

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

No core connected person of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and Articles of Association.

7. SHARE REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company had not repurchased any of the Share (whether on the Stock Exchange or otherwise).

8. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the period from the Listing Date up to and including the Latest Practicable Date:

Highest

Lowest

Month

traded prices

traded prices

HK$

HK$

2020

December (from the Listing Date)

11.94

9.66

2021

January

11.14

8.01

February

9.40

7.88

March

9.28

8.12

April (up to the Latest Practicable Date)

9.68

8.85

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NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

和鉑醫藥控 股有限公司

HBM Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02142)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of HBM Holdings Limited (the "Company") will be held at 12th Floor, Tower A, 420 Fenglin Road, Xuhui District, Shanghai, China on Monday, 21 June 2021 at 10 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2020.
  2. To re-elect Dr. Jingsong Wang as an executive director of the Company.
  3. To re-elect Mr. Yu Min Qiu as a non-executive director of the Company.
  4. To re-elect Mr. Junfeng Wang as a non-executive director of the Company.
  5. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
  6. To re-appoint Ernst & Young as auditor of the Company and authorise the board of directors of the Company to fix its remuneration.
  7. To consider and, if thought fit, pass the following resolution as an ordinary resolution:
    "That:
    1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or

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NOTICE OF ANNUAL GENERAL MEETING

similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

  1. the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
  2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend 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 in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the number of shares of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
  3. for the purpose of this resolution:
    1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held;
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

  1. "Rights Issue" means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

8. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That:

  1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the directors of the Company;
  3. the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10% of the number of the shares of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

  1. for the purpose of this resolution:
    "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
    3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

9. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That conditional upon the resolutions numbered 7 and 8 set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 7 set out in the notice convening this meeting be and is hereby extended by the addition to the number of shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 8 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the number of shares of the Company in issue as at the date of passing of this resolution."

By Order of the Board

HBM Holdings Limited

Dr. Jingsong Wang

Chairman and Executive Director

Hong Kong, 29 April 2021

Registered Office:

Principal place of business

P.O. Box 472, Harbour Place, 2nd Floor

in Hong Kong:

103 South Church Street, George Town

Level 54, Hopewell Centre

Grand Cayman KY1-1106

183 Queen's Road East

Cayman Islands

Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. 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.
  2. Ordinary resolution numbered 9 will be proposed to the Shareholders for approval provided that ordinary resolutions numbered 7 and 8 are passed by the Shareholders.
  3. A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy.
  4. In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
  5. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. not later than 10 a.m. on Saturday, 19 June 2021) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
  6. The transfer books and register of members of the Company will be closed from Wednesday, 16 June 2021 to Monday, 21 June 2021, both days inclusive, to determine the entitlement of the shareholders to attend the Meeting, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 15 June 2021.
  7. In respect of ordinary resolutions numbered 2 to 4 above, Dr. Jingsong Wang, Mr. Yu Min Qiu and Mr. Junfeng Wang shall retire at the Meeting and being eligible, have offered themselves for re-election at the Meeting. Details of the above retiring directors are set out in Appendix I to the accompanied circular dated 20 April 2021.
  8. References to time and dates in this notice are to Hong Kong time and dates.
  9. To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting:
    1. every Shareholder or proxy is required to bring his/her ID card or other equivalent identity document and Shanghai QR Code (隨申碼) to register at the reception prior to being granted access to the venue accompanied by relevant Company personnel;
    2. body temperature checks will be conducted for every Shareholder or proxy at the entrance of the venue and anyone with abnormal body temperature will not be given access to the venue;
    3. every Shareholder or proxy is required to bring and wear a surgical face mask;
    4. no provision of refreshments or drinks; and
    5. no provision of local transportation service in Shanghai.

As at the date of this notice, the board of directors of the Company comprises Dr. Jingsong Wang and Dr. Mai-Jing Liao as executive Directors; Mr. Yu Min Qiu and Mr. Junfeng Wang as non-executive Directors; Dr. Robert Irwin Kamen, Dr. Xiaoping Ye and Ms. Weiwei Chen as independent non-executive Directors.

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HBM Holdings Ltd. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 09:46:03 UTC.