CanSino Biologics : 2020 AGM CIRCULAR

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CanSino Biologics Inc., you should at once hand this circular together with the form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

CanSino Biologics Inc.

康希諾生 物股份公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 6185)

1. 1. 2020 REPORT OF THE BOARD OF DIRECTORS
   2. 2020 REPORT OF THE BOARD OF SUPERVISORS
   3. 2020 ANNUAL REPORT AND ITS ABSTRACT
   4. 1. 2020 FINANCIAL ACCOUNTS REPORT
      2. 1. 2021 FINANCIAL BUDGET
      1. 2020 PROFIT DISTRIBUTION PLAN
2. THE COMPANY'S UNRECOVERED LOSSES REACHING ONE THIRD OF THE TOTAL PAID-IN CAPITAL
3. APPOINTMENT OF DOMESTIC AND INTERNATIONAL AUDITORS AND INTERNAL CONTROL AUDIT AGENCY
4. 1. 1. APPOINTMENT OF A SUPERVISOR
   2. PROPOSAL ON INCREASE AND/OR RENEWAL OF BANK CREDIT LINE

1. GENERAL MANDATE TO ISSUE ADDITIONAL SHARES AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

A notice convening the AGM of CanSino Biologics Inc. to be held at Conference Room, Level 11, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC on Friday, May 28, 2021 at 1:30 p.m. is set out in this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cansinotech.com).

Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 1:30 p.m. on May 27, 2021) or 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 AGM if they so wish.

References to dates and time in this circular are to Hong Kong dates and time.

April 20, 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

"A Share(s)"	ordinary shares in the share capital of the Company with
	a nominal value of RMB1.00 each and listed on the
	Sci-Tech Innovation Board of the Shanghai Stock
	Exchange and traded in RMB
"AGM" or "Annual General	the 2020 annual general meeting of the Company to be
Meeting"	held on Friday, May 28, 2021 at 1:30 p.m.
"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"Board of Directors" or "Board"	the board of Directors
"Board of Supervisors"	the board of Supervisors
"China" or the "PRC"	the People's Republic of China, for the purpose of this
	circular, excluding the regions of Hong Kong, Macao
	Special Administrative Region of the People's Republic
	of China and Taiwan
"Company"	CanSino Biologics Inc. (康希諾生物股份公司), a joint
	stock company incorporated in the PRC with limited
	liability on February 13, 2017, the H Shares of which are
	listed on the Main Board of the Stock Exchange (stock
	code: 6185) and the A Shares of which are listed on
	Sci-Tech Innovation Board of the Shanghai Stock
	Exchange (stock code: 688185)
"Director(s)"	the director(s) of the Company
"General Mandate"	a general mandate to be granted to the Board for
	exercising of the power of the Company to issue, allot
	and deal with Shares not exceeding 20% of each of the
	total number of A Shares and H Shares, respectively, in
	issue on the date of passing the related resolution, subject
	to the conditions set out in the resolution proposed at the
	AGM
"Group"	the Company and its subsidiaries

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	DEFINITIONS
"H Share(s)"	overseas listed foreign share(s) in the ordinary share
	capital of the Company with a nominal value of RMB1.00
	each, which are subscribed for and traded in Hong Kong
	Dollars and listed on the Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Hong Kong Dollars" or "HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Latest Practicable Date"	April 14, 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited, as amended from
	time to time
"Notice of the AGM"	the notice of AGM dated April 20, 2021, a copy of which
	is set out on pages 12 to 14 of this circular
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) in the share capital of the Company,
	with a nominal value of RMB1.00 each, comprising A
	Share(s) and H Share(s)
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supervisor(s)"	the supervisor(s) of the Company

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LETTER FROM THE BOARD

CanSino Biologics Inc.

康希諾生 物股份公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 6185)
Executive Directors:	Headquarters and Registered Office
Dr. Xuefeng YU	in the PRC:
Dr. Shou Bai CHAO	401-420, 4th Floor
Dr. Tao ZHU (朱濤)	Biomedical Park
Dr. Dongxu QIU	185 South Avenue
	TEDA West District
Non-Executive Directors:	Tianjin
Mr. Qiang XU (許強)	PRC
Mr. Liang LIN (林亮)
Ms. Nisa Bernice Wing-Yu LEUNG (梁頴宇)	Principal Place of Business
Mr. Zhi XIAO (肖治)	in Hong Kong:
	Room 1901, 19/F
Independent Non-executive Directors:	Lee Garden One
Mr. Shiu Kwan Danny WAI (韋少琨)	33 Hysan Avenue
Ms. Zhu XIN (辛珠 )	Causeway Bay
Mr. Shuifa GUI (桂水發)	Hong Kong
Mr. Jianzhong LIU (劉建忠 )
	April 20, 2021
To the Shareholders
Dear Sir/Madam,

1. 1. 2020 REPORT OF THE BOARD OF DIRECTORS
   2. 2020 REPORT OF THE BOARD OF SUPERVISORS
   3. 2020 ANNUAL REPORT AND ITS ABSTRACT
   4. 1. 2020 FINANCIAL ACCOUNTS REPORT
      2. 1. 2021 FINANCIAL BUDGET
      1. 2020 PROFIT DISTRIBUTION PLAN
2. THE COMPANY'S UNRECOVERED LOSSES REACHING ONE THIRD OF THE TOTAL PAID-IN CAPITAL
3. APPOINTMENT OF DOMESTIC AND INTERNATIONAL AUDITORS AND INTERNAL CONTROL AUDIT AGENCY
4. 1. 1. APPOINTMENT OF A SUPERVISOR
   2. PROPOSAL ON INCREASE AND/OR RENEWAL OF BANK CREDIT LINE

1. GENERAL MANDATE TO ISSUE ADDITIONAL SHARES AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

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LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to consider, (and if thought fit) approve:

1. the report of the Board of Directors for the year of 2020 (the "2020 Report of the Board of Directors");
2. the report of the Board of Supervisors for the year of 2020 (the "2020 Report of the Board of Supervisors");
3. the annual report of the Group for the year of 2020 (the "2020 Annual Report") and its abstract;
4. the financial accounts report of the Group for the year of 2020 (the "2020 Financial Accounts Report");
5. the financial budget of the Group for the year of 2021 (the "2021 Financial Budget");
6. the profit distribution plan of the Company for the year of 2020 (the "2020 Profit Distribution Plan");
7. the Company's unrecovered losses reaching one third of the total paid-in capital;
8. the appointment of domestic and international auditors and internal control audit agency of the Company for the year of 2021;
9. the appointment of a Supervisor; and
10. the proposal on increase and/or renewal of bank credit line for the year of 2021.
    At the AGM, a special resolution will be proposed to approve the following:
11. the General Mandate.

1. DETAILS OF THE RESOLUTIONS

Ordinary Resolutions

1. 2020 Report of the Board of Directors

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Report of the Board of Directors, the full text of which is set out in the 2020 Annual Report.

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LETTER FROM THE BOARD

1. 2020 Report of the Board of Supervisors

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Report of the Board of Supervisors, the full text of which is set out in the 2020 Annual Report.

1. 2020 Annual Report and its abstract

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Annual Report and its abstract. The 2020 Annual Report and its abstract are set out and published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk), Shanghai Stock Exchange (www.sse.com.cn) and the Company (www.cansinotech.com).

1. 2020 Financial Accounts Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Financial Accounts Report, the full text of which is set out in the 2020 Annual Report.

1. 2021 Financial Budget

An ordinary resolution will be proposed at the AGM to consider and approve the following 2021 Financial Budget.

After comprehensively considering our operating and development situations, business objectives for the year of 2021, existing asset base, operating capacity, costs and expenses, industry conditions and development prospects, based on the 2020 financial accounts report, the Company's 2021 financial budget is estimated to be approximately RMB6.6 billion, which will be mainly used for purchase of raw materials for manufacture of vaccines, research and development expenses, investment in fixed assets and daily operations, etc.

1. 2020 Profit Distribution Plan

An ordinary resolution will be proposed at the AGM to consider and approve the 2020 Profit Distribution Plan. According to the financial status and the operation and development status of the Company, the Company did not have any profit available for distribution so far. The Company has decided not to make profit distribution or convert the capital reserve to increase the registered capital in 2020.

1. The Company's unrecovered losses reaching one third of the total paid-in capital

According to the audit of PricewaterhouseCoopers Zhong Tian LLP Beijing Branch (普 華永道中天會計師事務所（特殊普通合夥）北京分所), as of December 31, 2020, the accumulated amount of undistributed loss in the Company's financial statements (audited) was RMB764,691,801.36 and the total share capital of the Company was RMB247,449,899. In accordance with the relevant provisions of the Articles of Association, the Company Law of the PRC and other applicable laws and regulations, an ordinary resolution will be proposed at the AGM to consider and approve the Company's uncovered losses reaching one third of the total paid-in capital.

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LETTER FROM THE BOARD

1. Appointment of domestic and international auditors and internal control audit agency of the Company for the year of 2021

Reference is made to the announcement of the Company dated March 28, 2021, in relation to, among other things, the proposed change of auditors. PricewaterhouseCoopers ("PwC") and PricewaterhouseCoopers Zhong Tian LLP ("PwC Zhong Tian") have been engaged as the international and the domestic auditors of the Company for the year ended December 31, 2020, respectively. As they have been engaged to audit and report on the financial statements of the Company for a period of five consecutive years and the Board considers the rotation of its auditors after an appropriate period of time as a good corporate governance practice, on March 26, 2021, the Board proposed not to re-appoint PwC and PwC Zhong Tian as the international and the domestic auditors of the Company. PwC and PwC Zhong Tian will retire as the international and domestic auditors of the Company upon the close of the AGM and will not be re-appointed.

PwC and PwC Zhong Tian have confirmed that there are no matters in relation to their retirement which should be brought to the attention of the Shareholders. The Board is not aware of any matters in relation to the proposed change of auditors that need to be brought to the attention of the Shareholders. The Board and the Audit Committee have also confirmed that there are no disagreement or outstanding matters between the Company and PwC and PwC Zhong Tian.

As considered and approved at the meeting of the Board held on March 26, 2021, an ordinary resolution will be proposed at the AGM to consider and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the domestic auditor and internal control audit agency and the appointment of Deloitte Touche Tohmatsu as the international auditor of the Company for 2021, respectively, for a term commencing from the date of approval at the AGM until the conclusion of the 2021 annual general meeting of the Company, and authorize the chief executive officer of the Company to implement matters relating to the engagement.

1. Appointment of a Supervisor

Reference is made to the announcement of the Company dated March 28, 2021, in relation to, among other things, the proposed change of a Supervisor. Ms. Jieyu ZOU (鄒潔羽) has tendered her resignation as a Supervisor of the Company on March 26, 2021 due to other work engagement with effect from the conclusion of AGM. In accordance with the Articles of Association, the Company Law of the PRC and applicable laws and regulations, Dr. Xuefeng YU, a controlling shareholder of the Company, nominates Dr. Zhongqi SHAO ("Dr. SHAO") as a candidate of supervisor of the Board of Supervisors. The Board of Supervisors agrees with the above mentioned proposal.

An ordinary resolution will be proposed at the AGM by the Board of Supervisors to consider and approve the appointment of Dr. SHAO in replace of Ms. Jieyu ZOU as a Supervisor.

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LETTER FROM THE BOARD

The biographical details of Dr. SHAO are as follows:

Dr. Zhongqi SHAO, aged 61, has served as a vice president of the Company since May

2011 and is primarily responsible for assisting the chief scientific offer in managing research and development of the Company. Dr. SHAO obtained a Ph.D. in microbiology from Concordia University in August 1993. Dr. SHAO served as a senior research scientist in IBEX Technologies Inc. (a company listed on Toronto Stock Exchange Venture Exchange, ticker symbol: IBT) from November 1995 to October 2001 and from November 2002 to September 2007. From November 2001 to November 2002, he served as a senior research scientist in BioMarin Pharmaceutical Inc. From October 2007 to April 2011, he served as a senior research scientist in Sanofi Pasteur Limited.

As at the Latest Practicable Date and as far as the Board is aware, save as disclosed herein, Dr. SHAO confirmed that he did not hold any directorships in any listed companies in the past three years prior to the Latest Practicable Date, did not hold any other positions in the Company or any of its subsidiaries, and did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As of the Latest Practicable Date, saved for 675,000 H Shares (representing approximately 0.27% of the total issued share capital of the Company as at the Latest Practicable Date) held by Dr. SHAO, he did not have any other interest in the securities of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)). Dr. SHAO has not been subject to any penalty or punishment imposed by the China Securities Regulatory Commission or any other relevant authorities or stock exchanges.

Save as disclosed herein, there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters regarding the appointment of Dr. SHAO as a Supervisor which need to be brought to the attention of the Shareholders.

The term of office of Dr. SHAO as a Supervisor shall commence from the date of approval at the AGM until the expiry of the term of the second session of the Board of Supervisors. He shall be eligible for re-election upon the expiry of his term of office as a Supervisor.

As at the Latest Practicable Date, the Company has not entered into any service contract with Dr. Shao in relation to the appointment of him as a Supervisor. Upon approval of the appointment of Dr. SHAO at the AGM, the Company will enter into a service contract with Dr. SHAO. Dr. SHAO will not receive remuneration from the Company during his term of office as a Supervisor.

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LETTER FROM THE BOARD

(10) Proposal on increase and/or renewal of bank credit line for the year of 2021

An ordinary resolution will be proposed at the AGM by the Board of Directors to consider and approve the increase and/or renewal of the bank credit line by the Company from banks and other financial institutions up to an aggregate amount of RMB3.5 billion or the equivalent in other foreign currencies (including original credit line and increased credit line). The final credit line will be subject to the approval of the banks and/or other financial institutions. The amount of borrowing will be determined based on the actual funding needs of the Company. Such credit line may include, among others, non-current capital loans, working capital loans, bank acceptance bills, medium and long-term loans, letters of credit, letters of guarantee, offshore loans guaranteed by onshore entities, and onshore loans guaranteed by offshore entities. The increased and renewed credit line shall be effective upon (i) approval of the AGM; and (ii) approval of the relevant banks and/or financial institutions.

In addition, it is proposed to the AGM to authorize the Board and its delegates, namely, Dr. Xuefeng YU, Dr. Shou Bai CHAO, Dr. Tao ZHU and Dr. Dongxu QIU to handle the specific matters in relation to the credit line individually or jointly.

Special Resolution

(11) General Mandate

A special resolution will be proposed at the AGM by the Board of Directors to consider and approve the granting of a general mandate to the Board to issue, allot and deal with additional Shares not exceeding 20% of each of the total number of the A Shares and H Shares, respectively in issue as at the date of passing of the resolution, and to authorize the Board to make amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the issue or allotment of additional Shares pursuant to the General Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 114,778,999 A Shares and 132,670,900 H Shares. Subject to the passing of the resolution related to the granting of the General Mandate and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 22,955,799 A Shares and 26,534,180 H Shares in accordance with the General Mandate and the relevant laws and regulations:

1. subject to paragraph (d) and in accordance with the relevant requirements of the relevant listing rules, the Articles of Association and relevant laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or deal with, either separately or concurrently, additional A Shares or H Shares (as the case may be) and to make or grant offers, agreements, options and rights of exchange or conversion which might be required for the exercise of such powers be hereby generally and unconditionally approved;

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LETTER FROM THE BOARD

1. the approval in paragraph (a) above shall authorize the Board to make and implement specific issuance plans under the General Mandate, including but not limited to deciding the class of Shares to be issued, pricing policy and/or offer/conversion/exercise price (including price range), method of issuance, issue size, target subscribers, use of proceeds, schedule and period of issuance, and whether to issue Shares to existing Shareholders;
2. the approval in paragraph (a) above shall authorize the Board during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the expiration of the Relevant Period, and to engage the services of professional advisers for share issuance related matters, and to approve and execute all acts, agreements, documents or other matters necessary, appropriate or required for share issuance;
3. each of the total number of A Shares and/or H Shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether by an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of each of the total number of A Shares and H Shares respectively in issue as at the date of approving this proposal;
4. the approval in paragraph (a) above shall authorize the Board to review, approve and execute on behalf of the Company any documents in relation to the issuance and make submission to the relevant regulatory authorities, and to perform relevant approval procedures and make required filings and registrations with regulatory authorities in accordance with the relevant laws and regulations;
5. the Board will only exercise the above powers in accordance with the Company Law of the PRC and the relevant listing rules that the Company is subject to and when all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government department are obtained; and
6. For the purpose of this proposal:

"Relevant Period" means the period from the approving of this proposal until earliest of below:

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 the Articles of Association or other applicable laws to be held; or

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LETTER FROM THE BOARD

1. The date of revocation or variation of the authority given under this resolution by a special proposal of the Shareholders at a general meeting.

With reference to the General Mandate, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant thereto.

III. THE AGM

The AGM will be held at Conference Room, Level 11, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, PRC on Friday, May 28, 2021 at 1:30 p.m. Notice convening the AGM is set out on pages 12 to 14 of this circular and published on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.cansinotech.com).

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares will be closed from Wednesday, April 28, 2021 to Friday, May 28, 2021, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares of the Company who are entitled to attend and vote at the forthcoming AGM to be held on Friday, May 28, 2021.

To be eligible to attend and vote at the AGM, all properly completed transfer documents must be lodged with the Company's H Share Registrar, 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 Tuesday, April 27, 2021 for registration.

1. PROXY ARRANGEMENT

The form of proxy of the AGM is enclosed and published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 1:30 p.m. on May 27, 2021) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any other adjourned meeting should you so wish.

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LETTER FROM THE BOARD

VI. VOTING BY POLL

Any vote of Shareholders at the AGM must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the AGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM.

To the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting on the above resolutions at the AGM.

VII. RECOMMENDATION

The Board considers that all the resolutions proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these proposed resolutions.

VIII. 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.

By order of the Board

CanSino Biologics Inc.

Xuefeng YU

Chairman of the Board

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NOTICE OF 2020 ANNUAL GENERAL MEETING

CanSino Biologics Inc.

康希諾生 物股份公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 6185)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2020 annual general meeting (the "AGM") of CanSino Biologics Inc. (the "Company") will be held at Conference Room, Level 11, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the People's Republic of China on Friday, May 28, 2021 at 1:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company for the year of 2020;
2. To consider and approve the report of the board of supervisors of the Company for the year of 2020;
3. To consider and approve the annual report of the Company and its subsidiaries for the year of 2020 and its abstract;
4. To consider and approve the financial accounts report of the Company and its subsidiaries for the year of 2020;
5. To consider and approve the financial budget of the Company and its subsidiaries for the year of 2021;
6. To consider and approve the profit distribution plan of the Company for the year of 2020;
7. To consider and approve the Company's unrecovered losses reaching one third of the total paid-in capital;
8. To consider and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the domestic auditor and internal control audit agency of the Company and the appointment of Deloitte Touche Tohmatsu as the international auditor of the Company for the year of 2021, respectively, for a term commencing from the date of approval at the AGM until the conclusion of the 2021 annual general meeting of the Company, and authorize the chief executive officer of the Company to implement matters relating to the engagement;

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NOTICE OF 2020 ANNUAL GENERAL MEETING

1. To consider and approve the appointment of Dr. Zhongqi SHAO in replace of Ms. Jieyu ZOU (鄒潔羽) as a supervisor of the Company; and
2. To consider and approve the proposed increase and/or renewal of bank credit line for the year of 2021.

SPECIAL RESOLUTION

11 To grant a general mandate to the Board to issue, allot and deal with additional shares not exceeding 20% of each of the total number of the A shares and H shares of the Company respectively in issue as at the date of passing the resolution, and to authorize the Board to make amendments to the articles of association of the Company as it thinks fit so as to reflect the new share capital structure upon the issue or allotment of additional shares pursuant to the general mandate.

For and on behalf of the Board

CanSino Biologics Inc.

Xuefeng YU

Chairman of the Board

Hong Kong, April 20, 2021

Notes:

1. All resolutions at the AGM 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 results of the poll will be published on the websites of the Company at www.cansinotech.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the AGM.
2. Any shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares), at least 24 hours before the AGM (i.e. before 1:30 p.m. on Thursday, May 27, 2021) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.
4. For the purpose of determining the list of holders of H shares who are entitled to attend the AGM, the H share register of members of the Company will be closed from Wednesday, April 28, 2021 to Friday, May 28, 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of the shares shall ensure all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, April 27, 2021 for registration.

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NOTICE OF 2020 ANNUAL GENERAL MEETING

1. In case of joint shareholders, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
2. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
3. A shareholder or his/her proxy should produce proof of identity when attending the AGM.
4. References to date and time in this notice are to Hong Kong dates and time.

As at the date of this notice, the Board of Directors comprises Dr. Xuefeng YU, Dr. Shou Bai CHAO, Dr. Tao ZHU and Dr. Dongxu QIU as executive Directors, Mr. Qiang XU, Mr. Liang LIN, Ms. Nisa Bernice Wing-Yu LEUNG and Mr. Zhi XIAO as non-executive Directors, and Mr. Shiu Kwan Danny WAI, Ms. Zhu XIN, Mr. Shuifa GUI and Mr. Jianzhong LIU as independent non-executive Directors.

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