Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.INNOVAX HOLDINGS LIMITED创升控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2680) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of Innovax Holdings Limited (the ‘‘Company’’) will be held at Unit A to C 20/F Neich Tower 128 Gloucester Road Wanchai Hong Kong on Friday 9 August 2024 at 2:00 p.m. for the following purposes: 1. To receive consider and adopt the audited consolidated financial statements and the reports of the Board and auditor for the year ended 29 February 2024. 2(i)(a). To re-elect Mr. Yip Siu Hong as an independent non-executive Director. 2(i)(b). To re-elect Ms. Chan Ka Lai Vanessa as an independent non-executive Director. 2(ii). To authorize the Board of Directors to fix the remuneration of the Directors. 3. To re-appoint BDO Limited as auditor of the Company and to authorise the Board of Directors to fix its remuneration.and to consider and if thought fit pass with or without modification the following resolutions as ordinary resolutions: 4. ‘‘THAT: (a) subject to paragraph (b) of this Resolution the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot issue and deal with additional Shares or securities convertible into Shares or options warrants or similar rights to subscribe for the Shares or such convertible securities and to make or grant offers agreements or options which would or might require the exercise of such powers whether during or after the end of the Relevant Period (as defined below) be and is hereby generally and unconditionally approved; – 1 –(b) the aggregate number of Shares allotted or agreed to be allotted by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution other than pursuant to a (i) rights issue (ii) any scrip dividend scheme or similar arrangement providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares or (iii) a specific authority granted by the Shareholders in general meeting shall not exceed the aggregate of: (A) 20% of the total number of Shares in issue as at the date of passing of this Resolution; and (B) (if the Directors of the Company are so authorised by a separate ordinary resolution of the Shareholders) the aggregate number of Shares bought back by the Company (if any) under the general mandate to buy back Shares referred to in Resolution numbered 5 below and the said approval shall be limited accordingly; and (c) for the purpose of this Resolution numbered 4 ‘‘Relevant Period’’ means the period from the passing of the resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; and (iii) the date on which the mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.(d) for the purpose of this Resolution numbered 4 ‘‘Shares’’ mean ordinary shares of the Company and ‘‘Shareholders’’ mean holders of the Shares.’’ 5. ‘‘THAT: (a) subject to paragraph (b) of this Resolution the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to buy back the Shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed (and which is recognised by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited for this purpose) be and is hereby generally and unconditionally approved; (b) the maximum number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) shall not exceed in aggregate 10% of the total number of the Shares in issue as at the date of passing of this Resolution and at such price or prices as may be determined by the Directors of the Company provided the purchase price shall not be 5% or more than the average closing market price for the five preceding trading days on which the Shares were – 2 –traded on the Stock Exchange and otherwise in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the said approval shall be limited accordingly; and (c) for the purpose of this Resolution numbered 5 ‘‘Relevant Period’’ means the period from the passing of the resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; and (iii) the date on which the mandate is varied or revoked by an ordinary resolution of the shareholders of the Company in a general meeting; and (d) for the purpose of this Resolution numbered 5 ‘‘Shares’’ mean ordinary shares of the Company and ‘‘Shareholders’’ mean holders of the Shares.’’ 6. ‘‘THAT: conditional on the passing of Resolutions 4 and 5 the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot issue grant or otherwise deal with additional Shares in the Company pursuant to Resolution 4 be and is hereby extended by the addition thereto of the total number of Shares bought back by the Company under the general mandate granted pursuant to Resolution 5 provided that such number of Shares shall not exceed 10% of the total number of Shares in issue as at the date of passing of Resolutions 4 and 5.’’ By Order of the Board Innovax Holdings Limited Chau Lok Yi Company Secretary Hong Kong 26 June 2024 Notes: 1. In order to determine the eligibility to attend and vote at the above meeting the register of members of the Company will be closed from Tuesday 6 August 2024 to Friday 9 August 2024 (both dates inclusive). To qualify to attend and vote at the meeting all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office Computershare Hong Kong Investor Services Limited at Shops 1712–1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong no later than 4:30 p.m. on Monday 5 August 2024. 2. Any member of the Company entitled to attend and vote at the above meeting (or any adjournment thereof) is entitled to appoint one or more persons as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.– 3 –3. In the case of joint registered holders of any shares in the Company any one of such persons may vote at the above meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy that one so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof. 4. In order to be valid the completed form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not less than 48 hours (i.e.Wednesday 7 August 2024 at 2:00 p.m.) before the time appointed for holding the above meeting or adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM and any adjournment thereof if you so wish and if such event the form of proxy will be deemed to be revoked. 5. Shareholders are suggested to telephone the Company’s hotline on (852) 2311 0322 for arrangements of the meeting in the event that a gale warning (tropical cyclone no. 8 or above) or ‘‘extreme conditions’’ caused by super typhoons or black rainstorm warning is hoisted on the day of the meeting.As at the date of this announcement the Board comprises: Mr. Chung Chi Man as the Chairman of the Company and executive Director; Mr. Poon Siu Kuen Calvin as the chief executive officer and executive Director; Dr. Wu Kwun Hing Mr. Yip Siu Hong and Ms. Chan Ka Lai Vanessa as independent non-executive Directors.–4–