Corporate Governance

Audit Committee – Terms of Reference

1. Constitution

The board of directors (the “Board”) of Genscript Biotech Corporation (the “Company”) has resolved to establish a committee of the Board known as the Audit Committee (the “Committee”).

2. Membership

2.1 The members of the Committee shall be appointed by the Board and shall consist of at least three non-executive directors of the Company, a majority of whom shall be independent non-executive directors of the Company.

2.2 At least one of the Committee members shall be an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

2.3 The Chairman of the Committee must be an independent non-executive director and shall be appointed by the Board.

2.4 A former partner, principal, shareholder, or professional employee of the Company’s existing external auditor is prohibited from acting as a Committee member for a period of one year as calculated under the Listing Rules and applicable auditor independence rules.

3. Attendance at meetings

3.1 Subject to Clause 3.4, if requested by the Committee, the Vice President of Finance, the Internal Audit Manager, the Company Secretary and representative(s) of the external auditor of the Company shall attend meetings of the Committee.

3.2 At the discretion of the Committee, others (including other members of the Board, other members of the Executive Directorate, the internal auditor(s) and other managers) might be invited to attend meetings or parts of meetings.

3.3 The Company Secretary or the designated person shall be the secretary of the Committee.

3.4 At least once a year the Committee shall meet with the external auditor without any executive member of the Board in attendance.

4. Quorum

4.1 The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

4.2 Subject to Clause 2, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another non-executive director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.

5. Frequency of meetings

5.1 Meetings shall be held as frequently as the Committee considers appropriate: it will normally meet two times a year. The external auditor or the Vice President of Finance may request a meeting if they consider that one is necessary.

5.2 The external auditor and the Vice President of Finance may have access to the Chairman or any other member of the Committee as required in relation to any matter falling within the remit of the Committee.

6. Notice of Meetings

6.1 Meetings shall be summoned by the secretary of the Committee at the request of the Chairman of the Committee. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 4.2 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.

7. Authority

7.1 The Committee is authorised by the Board to investigate any activity within its terms of reference. Its work is advisory to the Board. It is authorised to seek any information it requires from any employee and all employees are required to co-operate with any request made by the Committee.

7.2 The Committee will not be responsible for supervising the performance of executives (nor permitted to do so) and will not be required to become involved in day-to-day operations, management functions or decision-making.

7.3 The Committee is authorised to obtain outside legal or other independent professional advice if it considers this necessary, after consultation with the Chairman of the Board, and to secure the attendance of external professional advisers at its meetings if it considers this necessary.

8. Duties

8.1 The duties of the Committee shall be:

Relationship with the Company’s external auditor

(a) to be primarily responsible for:

(i) making recommendations to the Board on the appointment, reappointment and removal of the external auditor;

(ii) approving the remuneration and terms of engagement of the external auditor; and

(iii) any questions of resignation or dismissal of the external auditor;

(b) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Committee must pre-approve, and adopt appropriate procedures to pre- approve, all audit services to be provided by the external auditor and discuss with the external auditor the nature and scope of the audit and reporting obligations before the audit commences. The Committee should keep under review the cost-effectiveness of the audit. The Committee should ensure that proper arrangements are made where more than one audit firm is involved;

(c) to develop and implement policy on the engagement of an external auditor to supply non-audit services. The Committee must review and pre-approve, or adopt appropriate procedures to pre-approve, any non-audit services for complying with relevant legal requirements and seek to balance the maintenance of objectivity with value for money (where a substantial volume of such services is supplied). For this purpose, “external auditor” shall include any entity that is under common control, ownership or management with the external auditor or any entity that a reasonable and informed third party, having knowledge of all relevant information, would reasonably conclude as part of the external auditor nationally or internationally. The Committee should report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;

(d) to obtain from the external auditor in connection with any audit a timely report relating to the Company’s annual audited financial statements describing all critical accounting policies and practices used, all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor, and any material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences;

(e) to discuss with management the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner and consider whether there should be a regular rotation of the external auditor itself;

(f) to act as the key representative body for overseeing the Company’s relations with the external auditor;

Review of financial information of the Company

(g) to monitor the integrity of financial statements of the Company and the Company’s annual report and accounts, half-year report and, if prepared for publication, quarterly reports, together with any accompanying discussion papers to shareholders, the preliminary announcement of results and any other announcement regarding the Company’s results or other financial information to be made public (together, the “Financial Documents”), and to review significant financial reporting judgments contained in the Financial Documents. In this regard, in reviewing the Financial Documents before submission to the Board, the Committee should focus particularly on:

(i) any changes in accounting policies and practices;

(ii) major judgmental areas;

(iii) significant adjustments resulting from audit;

(iv) the going concern assumptions and any qualifications;

(v) compliance with accounting standards;

(vi) compliance with the Listing Rules and legal requirements in relation to financial reporting;

(h) with regard to (g) above:

(i) Committee members must liaise with the Board and the Executive Directorate, and the Committee must meet, at least twice a year, with the Company’s internal and external auditors; and

(ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in the Financial Documents and must give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer, internal auditor or external auditor;

(iii) to discuss problems and reservations arising from the audit, and any matters the auditor(s) may wish to discuss (in the absence, where requested by the Committee, of members of the Board who are executive directors and any other person who is not a member of the Committee);

Oversight of the Company’s financial reporting system, risk management and internal control systems

(i) to review, at least annually, the effectiveness of the Company’s financial controls, risk management and internal control systems (including controls over significant trading and credit risks (such as derivatives)) and to report to the Board that such a review has been carried out;

(j) to discuss with the management the systems of risk management and internal control and ensure that management has discharged its duty to have effective systems including, in particular, an annual review of the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function, and their training programmes and budget;

(k) to receive, at such intervals as the Committee may determine, general details of audits carried out by the internal audit function and, where requested by the Committee, consider in detail the report, including the recommendations of any particular such audit;

(l) to consider any findings of major investigations of risk management and internal control matters as delegated by the Board or on its own initiative and management’s response;

(m) to review and approve the internal auditors’ annual internal audit plan which includes audits on the efficiency and effectiveness of chosen activities or operations of the Company;

(n) to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;

(o) to review:

(i) periodic reports from the internal auditors outlining the work carried out in that period and highlighting any major issues encountered to the Board; and

(ii) the follow-up of major action plans recommended by the internal auditors to ensure that, where a control weakness exists, agreed management action is being taken in a timely fashion, and put forward recommendations to the Board where appropriate;

(p) to review the financial and accounting policies and practices of the Company and its subsidiaries;

(q) to review any significant transactions which are not in the ordinary course of business;

(r) to review the external auditor’s management letter, any material queries raised by the external auditor to management in respect of the accounting records, financial accounts or systems of control and management’s response;

(s) to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter;

(t) to review arrangements employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action;

(u) to report to the Board on the matters set out in this paragraph; and

(v) to consider other topics, as defined by the Board.

8.2 The Committee will take full account of the Listing Rules.

8.3 The Chairman of the Committee shall attend the annual general meeting of the Company to answer shareholders’ questions relating to the Committee.

9. Reporting procedures

9.1 The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.

9.2 Draft and final versions of minutes of Committee meetings shall be circulated by the secretary of the Committee to all members of the Committee for their comments and record respectively, in both cases within a reasonable time after the Committee meeting is held. Such minutes shall also be made available, if requested, to other members of the Board.

9.3 Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.

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This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.

Risk Management and ESG Committee - Terms of Reference

1. Constitution

The board of directors (the “Board”) of Genscript Biotech Corporation (the "Company") has resolved to establish a committee of the Board known as the Risk Management and ESG Committee (the "Committee").

2. Membership

2.1. The Committee shall consist of at least four members. The members of the Committee shall be appointed by the Board.

2.2. The Chairman of the Committee shall be a director appointed by the Board.

2.3. Subject to 2.1, if a regular member is unable to act due to absence, illness or any other cause,the Chairman of the Committee may appoint another director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.

3. Secretary

The Secretary of the Committee shall be the company secretary of the Company or the designated person.

4. Quorum

The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.3) ofthe Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

5. Decision Making

All decisions of the Committee shall be made by majority vote.

6. Frequency of Meetings

Meetings shall be held not less than once a year and can either be in person or through otherelectronic means of communication.

7. Notice of Meetings

Meetings shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee with reasonable notice given. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 2.3 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.

8. Authoritv

The Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary provided that where the obtaining of advice or the securing of attendance involves the payment of fees or other expenses, the Committee shall first obtain the agreement of the Chairman of the Company.

9. Duties

9.1. The Committee will take full account of the Rules Governing the Listing of Securities on theHong Kong Stock Exchange of Hong Kong Limited (the "Listing Rules").

9.2. The duties of the Committee shall be to:

(a) review the Company’s risk management policies and standards, internal control system and ESG policies and guidelines, as well as the fundamental concepts and scope of compliance management;

(b) supervise and monitor the Company’s risk management, internal control system and ESG strategies;

(c) review and provide comment on the overall target and basic policy of the compliance and risk management;

(d) review the settings and responsibilities of the Company’s compliance and risk management, and to advise on the same;

(e) evaluate major decisions affecting the Company’s risk profile or exposure and give such directions as it considers appropriate and make recommendations to the Board;

(f) evaluate major risk management activities such and make recommendations to the Board;

(g) review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements; and

(h) consult with the Chairman and/or the Chief Executive Officer of the Company and, where deemed appropriate, senior management members about the Committee's duties relating to the Company’s risk management, internal control and ESG.

10. Minutes and reporting to the Board

10.1. The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.

10.2. Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.

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Adoption/amendments of the Terms of Reference:

May 2022 Adoption approved by the Board

May 2023 Change of committee name as approved by the Board

This document is in English and Chinese. In case of any inconsistency, the English version shallprevail.

Remuneration Committee - Terms of Reference

1. Constitution

The board of directors (the “Board”) of Genscript Biotech Corporation (the "Company") has resolved to establish a committee of the Board known as the Remuneration Committee (the "Committee").

2. Membership

2.1. The Committee shall consist of at least three members. The members of the Committee shall be appointed by the Board. A majority of the members shall be independent non-executive directors.

2.2. The Chairman of the Committee shall be an independent non-executive director appointed by the Board.

2.3. Subject to 2.1, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another director of the Company to serve as an alternate member.

3. Secretary

The Secretary of the Committee shall be the head of human resources of the Company.

4. Quorum

The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.3) of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

5. Frequency of Meetings

Meetings shall be held not less than once a year and can either be in person or through other electronic means of communication.

6. Notice of Meetings

Meetings shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee with reasonable notice given. An agenda and accompanying Committee papers shall be circulated to all members in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.

7. Attendance at Meetings

The Company's Chief Executive Officer shall attend meetings to discuss the performance of members of the Board who are executive directors and senior management members and make proposals as necessary. The head of human resources of the Company shall attend meetings for the purpose of submitting to the Committee such relevant background information as may be necessary to enable the Committee to perform its duties. As deemed necessary by the Committee, other members of the Company may also attend meetings of the Committee. However, no member of the Board or the senior management members shall be involved in any decision or present at any discussions as to his or her own individual remuneration, save for the head of human resources of the Company who shall be present and be able to speak at any discussions where he is providing such necessary background as is referred to above.

8. Authoritv

The Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary provided that where the obtaining of advice or the securing of attendance involves the payment of fees or other expenses, the Committee shall first obtain the agreement of the Chairman of the Company.

9. Duties

9.1. The Committee will take full account of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange of Hong Kong Limited (the "Listing Rules").

9.2. The duties of the Committee shall be to:

(a) make recommendations to the Board on the Company's policy and structure for all remuneration of members of the Board and senior management members and on the establishment of a formal and transparent procedure for developing policy on such remuneration;

(b) make recommendations to the Board of the remuneration of members of the Board who are non-executive directors. The Committee should consider fees paid by comparable companies, time commitment, responsibilities of the non-executive directors, employment conditions elsewhere in the Company or any of its subsidiaries and desirability of performance-based remuneration if and to the extent that they are relevant;

(c) consult with the Chairman and/or the Chief Executive Officer of the Company and, where deemed appropriate, senior management members about the Committee's proposals relating to, and have the delegated responsibility to determine, the specific remuneration packages for the employment of all members of the Board who are executive directors and all senior management members, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment. The Committee should consider salaries paid by comparable companies, responsibilities of the members of the Board who are executive directors and the senior management members, employment conditions elsewhere in the Company or any of its subsidiaries and desirability of performance-based remuneration;

(d) review and approve performance-based remuneration payable to members of the Board who are executive directors, and senior management members by reference to corporate goals and objectives resolved by the Board from time to time and other measures of performance;

(e) review and approve any compensation additional to that provided for in the remuneration packages determined according to 9.2(c) above which is payable to members of the Board who are executive directors and senior management members in connection with any loss or termination of their office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;

(f) review and approve compensation arrangements relating to dismissal or removal of members of the Board who are executive directors and senior management members for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;

(g) ensure that no member of the Board or the senior management members or any of his associates is involved in deciding his own individual remuneration;

(h) determine the participation of members of the Board who are executive directors, senior management members, and other employees of the Company in any discretionary employee share or other share-based incentive schemes operated by the Company;

(i) determine targets for any Company-wide performance-related payments for members of the Board who are executive directors and senior management members and individual incentives for members of the Board who are executive directors and senior management members including, without limitation: (i) the setting and monitoring of any performance conditions subject to which any options, shares or other long-term incentives may be granted under any remuneration schemes adopted by the Company; and (ii) the setting and monitoring of any bonus scheme performance conditions. The performance-related elements of remuneration should form a significant proportion of the total remuneration package of members of the Board who are executive directors and senior management members; and

(j) determine the provision of benefits and settlement of other provisions under the terms of the service agreements or otherwise of members of the Board who are executive directors and senior management members where these are stated as being at the discretion of the Board.

9.3. Without limiting the authority of the Committee in the exercise of its powers and discretions such Committee shall have the following responsibilities:

(a) to ensure that the Board and the senior management members remuneration policies and practice facilitate the employment and motivation of top quality personnel;

(b) to receive evidence on internal and external movements in remuneration, cash and benefits;

(c) to commission necessary surveys aimed at establishing market position or exploring particular aspects of remuneration;

(d) to maintain surveillance over benefits, including pensions, consider any significant developments and make recommendations as appropriate; and

(e) generally to ensure that the Board and the senior management members remuneration administration is consistent with the requirements of the Listing Rules and other relevant laws and regulations.

9.4. The Chairman of the Committee shall attend annual general meetings to answer shareholders' questions relating to the remuneration and benefits of members of the Board who are executive directors and senior management members. In the Chairman's absence, another member of the Committee or failing this his duly appointed delegate should attend in his place.

10. Minutes and reporting to the Board

10.1. The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.

10.2. Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.

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This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.

Nomination Committee – Terms of Reference

(Amended and adopted by the Board on 22 March 2019 and 12 April 2024)

1. Constitution

The board of directors (the “Board”) of Genscript Biotech Corporation (the “Company”) has resolved to establish a committee of the Board known as the Nomination Committee (the “Committee”).

2. Membership

2.1 The Committee shall consist of at least three directors of the Company. The chairman shall be the chairman of the Board or an independent non-executive director of the Company.

2.2 All members of the Committee (including the Chairman of the Committee) shall be appointed by the Board.

2.3 Notwithstanding anything to the contrary and for the avoidance of doubt, majority of members of the Committee shall be independent non-executive directors of the Company.

2.4 Subject to Clauses 2.1 and 2.3, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint any director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.

3. Secretary

The Secretary of the Committee shall either be the Company Secretary or the designated person.

4. Quorum

The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.4) of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

5. Decision Making

All decisions of the Committee shall be made by majority vote.

6. Frequency of Meetings

Meetings shall be held not less than once a year and can either be in person or through other electronic means of communication.

7. Notice of Meetings

Meetings shall be summoned by the secretary of the Committee at the request of the Chairman of the Committee. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 2.4 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.

8. Authority

8.1 In the event that the Committee considers it necessary to seek independent professional advice in relation to the affairs of the Committee, they should first seek, unless the circumstances are such that it would be inappropriate for them to seek such approval, the approval of the Chairman of the Company. The Company will pay for any expenses reasonably incurred.

8.2 Members of the Committee will be entitled to request from the Company and its directors, employees, auditors and advisers all such information as they may reasonably require in order to be able to perform their duties as a member of the Committee and, upon receipt of a request for any such information from them, the Company will use its reasonable endeavours to procure that such information is provided to them promptly.

9. Duties

9.1 The Committee will take full account of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

9.2 The duties of the Committee shall be to:

(a) review the structure, size, composition and diversity (including the gender, age, educational background or professional experience, skills, knowledge and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

(b) identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of individuals nominated for directorships;

(c) assess the independence of independent non-executive directors;

(d) make recommendations to the Board on the appointment or reappointment of members of the Board and succession planning for members of the Board;

(e) review the board diversity policy as appropriate to ensure its effectiveness and if necessary, recommend any revision suggestions to the Board for consideration and approval; and

(f) develop, review and implement, as appropriate, the policy, criteria and procedures for the identification, selection and nomination of candidates for director(s) to the Board for consideration and approval.

9.3 Without limiting the generality of the foregoing, the Committee shall recommend and nominate candidates to fill the positions of Chief Executive Officer (the “CEO”), Vice President of Finance (“VPF”) and Chief Operating Officer (the “COO”) of the Company.

9.4 For the positions of VPF and COO, the Committee may consider candidates recommended by the CEO, or any other candidates (provided that the CEO shall have the right to first agree to such other candidates).

10. Reporting Procedures

10.1 The secretary of the Committee will keep and circulate the minutes of meetings of the Committee to all members of the Board. Minutes of meetings of the Committee should record in sufficient detail the matters considered by the Committee and decisions reached, including any concerns raised by the Committee members or dissenting views expressed.

10.2 The Chairman of the Committee should attend annual general meetings to answer any shareholder’s questions. In the Chairman’s absence, his duly appointed delegate or failing this another member of the Committee should attend in his place.

10.3 Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.

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This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.

Strategy Committee — Terms of Reference

1. Constitution

The board of directors (the “Board”) of Genscript Biotech Corporation (the “Company”) has resolved to establish a committee of the Board known as the Strategy Committee (the “Committee”).

2. Membership

2.1. The Committee shall consist of at least three members. The members of the Committee shall be appointed by the Board.

2.2. The Chairman of the Committee shall be a director appointed by the Board.

2.3. Subject to 2.1, if a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another director of the Company (i.e. other than those already a member of the Committee) to serve as an alternate member.

3. Secretary

The Secretary of the Committee shall be the company secretary of the Company or the designated person.

4. Quorum

The quorum necessary for the transaction of the business of the Committee shall be two members (including alternate member(s) that may be appointed pursuant to Clause 2.3) of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

5. Decision Making

All decisions of the Committee shall be made by majority vote.

6. Frequency of Meetings

Meetings shall be held not less than once a year and can either be in person or through other electronic means of communication.

7. Notice of Meetings

Meetings shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee with reasonable notice given. An agenda and accompanying Committee papers shall be circulated to all members (including alternate member(s) that may be appointed pursuant to Clause 2.3 above) in a timely manner and at least 3 days before the intended date of a Committee meeting insofar as it is practicable. Such papers and related materials shall be in a form and quality as will enable the Committee to make an informed decision on the matters placed before it.

8. Authority

The Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary provided that where the obtaining of advice or the securing of attendance involves the payment of fees or other expenses, the Committee shall first obtain the agreement of the Chairman of the Company.

9. Duties

9.1. The Committee will take full account of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange of Hong Kong Limited (the “Listing Rules”).

9.2. The duties of the Committee shall be to:

(a) review and make recommendations on the medium-to-long-term development strategies (including overall-strategies, human resources strategies, operation strategies, investment strategies and environmental, social and governance strategies) of the Company;

(b) review and make recommendations on major investment, financing and capital operation plans that are subject to the Board’s approval according to the Articles and the Listing Rules;

(c) review and make recommendations on major business reorganization, acquisition, merge and asset transfer which are subject to the approval of the Board;

(d) review and make recommendations on the expansion to new markets, launch of new businesses and research and development of new products of the Company;

(e) review the development trends of the environmental, social and governance (“ESG”) industry as well as evaluate and make recommendations on major ESG-related decisions;

(f) review and make recommendations on other major issues affecting the Company’s development; and

(g) review the implementation of the above items, and asses and make recommendation on major adjustments involved therein.

10. Minutes and reporting to the Board

10.1. The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee. Minutes of Committee meetings shall record in sufficient detail the matters considered by the Committee members and decisions reached, including any concerns raised by the Committee members and dissenting views expressed.

10.2. Except where this would violate legal or regulatory requirements, the Committee shall promptly report back to the Board all decisions and recommendations.

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This document is in English and Chinese. In case of any inconsistency, the English version shall prevail.

PROCEDURES FOR NOMINATION OF DIRECTORS BY SHAREHOLDERS

(Adopted by the Company at a meeting of the board of directors of the Company on September 12, 2024)

Pursuant to Rule 13.51D of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), Genscript Biotech Corporation (the “Company”) sets out below the procedures, as governed by the Company’s articles of association (the “Articles of Association”), for its shareholders (the “Shareholders”) to propose a person for election as a director of the Company (“Nominee”) at either an annual general meeting (the “AGM”) or an extraordinary general meeting (the “EGM”, together with the AGM, the “General Meeting”) of the Company.

According to Article 113 of the Articles of Association, no person, other than a retiring Director, shall, unless recommended by the board of Directors (the “Board”) for election, be eligible for election as a Director at any General Meeting, unless: (i) a notice in writing of the intention to propose that person for election as a Director; and (ii) a notice in writing by that person of his willingness to be elected have been lodged at the head office or the registration office of the Company.

PROCEDURES

1. Accordingly, a Shareholder who wishes to nominate (the “Nominator”) a Nominee at a General Meeting shall lodge the following documents at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, being the Company’s share registrar (the “Share Registrar”):

1.1 a notice in writing (the “Nomination Notice”) signed by the Nominator of the intention to propose the Nominee for election as a Director in which the following information should be included:

1.1.1 the biographical details of the Nominee as required by Rule 13.51(2) of the Listing Rules;

1.1.2 the contact details of the Nominee and the Nominator;

1.1.3 copies of the identification documents of the Nominee and the Nominator;

1.1.4 (where the Nominee is nominated to become an independent non-executive Director) an independence confirmation as required under Rule 3.13 of the Listing Rules;

1.1.5 any additional information that the Nominator believes is relevant; and

1.1.6 such other information as required by the Listing Rules, the Articles of Association or the Company from time to time; and

1.2 a notice in writing signed by the Nominee of his willingness to be elected as a Director and consent of publication of his/her personal information and data.

2. If a Nominator submits a Nomination Notice without all foregoing items (where applicable) listed in paragraph 1, the Company may, in its sole and absolute discretion, either reject the nomination, request additional information, or consider the nomination while reserving the right to request more information.

3. The Nomination Notice accompanied by the supporting documents listed in paragraph 1 above shall be lodged at least seven (7) days before the date of the General Meeting and (if the notice(s) is submitted after despatch of the notice of the General Meeting appointed for such election) the period of lodgment of such notice(s) shall commence on the day after the despatch of the notice of such General Meeting and end no later than seven (7) days prior to the date of such General Meeting.

4. Where the Nomination Notice is received by the Company after publication of the notice of General Meeting, the Company shall provide information regarding the Nomination Notice either by publishing an announcement or by issuing a supplementary circular at least seven (7) days before the date of the General Meeting. The Company will assess whether or not it is necessary to adjourn the relevant General Meeting in order to give Shareholders a longer period of at least ten (10) business days before the General Meeting to consider the relevant information disclosed in such an announcement or supplementary circular pursuant to the Listing Rules.

5. Accordingly, in order to allow the Company to inform the Shareholders of the proposal of election of the Nominee as a Director and to have sufficient time to consider the proposal, any Nominator is urged to submit and lodge the notices as early as possible and preferably not less than twelve (12) clear business days prior to the General Meeting.

6. The Nomination Committee of the Company will review the background of the Nominee, and consider if the Nominee is suitable to be appointed as a Director before recommendation is made to the Board for consideration and the relevant general meeting for approval, if applicable. If the Nominee is considered unsuitable, a Nomination Notice with reasons will be provided to the Nominator where practicable.

The above procedures are subject to the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands, the memorandum of association and articles of association of the Company (as amended from time to time), the Listing Rules and other applicable legislations and regulations.

Adopted on the 12th day of September 2024.