BioNexus Gene Lab Corp

Form of Charter Amendment

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

BIONEXUS GENE LAB CORP

BioNexus Gene Lab Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the Wyoming Business Corporation Act (the “WBCA”), does hereby certify:

Pursuant to Section 17-16-1003 of the WBCA, this Articles of Amendment to the Articles of Incorporation (this “Certificate of Amendment”) amends the provisions of the Corporation’s Articles of Incorporation, as amended (the “Charter”).

This Articles of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 17-16-1003 of the WBCA.

Upon this Articles of Amendment becoming effective, the Charter is hereby amended as follows:

Article V of the Corporation’s Charter is hereby amended to read in its entirety as follows:

In conjunction with this Articles of Amendment to the Articles of Incorporation, the shares of Common

Stock issued and outstanding immediately prior to the filing of this Articles of Amendment, every [*] shares of Common Stock issued and outstanding or held by the Corporation as treasury shares as of the filing of these Articles of Amendment shall automatically, and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock, in all instances without effecting a change to the par value per share of Common Stock, and subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Any fractional share of a holder resulting from the filing of this Articles of Amendment shall be repurchased by the Company at “fair value” and canceled, rather than being converted into whole shares. This filing of the Articles of Amendment shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock of the Corporation and all references to such Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Common Stock shall be deemed to be references to the Common Stock or options or rights to purchase or acquire shares of Common Stock, as the case may be, after the filing of this Articles of Amendment.”

IN WITNESS WHEREOF, the Corporation has caused to be signed by its duly authorized officer as of this _____ day of __________, 2025.

Su-Leng Tan Lee Chief Executive Officer

** BIONEXUS GENE LAB CORP.**

Unit A-28-7, Tower A, Menara UOA Bangsar,

No.5 Jln Bangsar Utama 1

59000 Kuala Lumpur

PROXY

Solicited on Behalf of the Board of Directors for a Special Meeting of Shareholders - March 19, 2025

The undersigned hereby appoints Su-Leng Tan Lee, as proxy with full power of substitution, to represent and vote as set forth herein all the common shares of BioNexus Gene Lab Corp. which the undersigned is entitled to vote at the Special Meeting of Shareholders and any adjournments or postponements thereof, as designated below.If no designation is made, the proxy, when properly executed, will be voted “FOR” in Items 1, and 2.

Item 1 Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, no par value, at a ratio, ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); and

Item 2 Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (the “Adjournment Proposal”).

In his or her discretion, the proxy is authorized to vote upon any other matters which may properly come before the Special Meeting, or any adjournment or postponement thereof.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Dated: ___________________________________________, 2025

______________________________________________________

Signature

______________________________________________________

Signature (Joint Owners)

Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should indicate when signing. If the stockholder is a corporation, the full corporate name should be inserted, and the proxy signed by an officer of the corporation indicating his/her title.

VOTING INSTRUCTIONS

Please sign, date and mail this Proxy Card promptly to the following address in the enclosed postage-paid envelope:

Securities Transfer Corporation

2901 N. Dallas Parkway, Suite 380

Plano, Texas 75093

Attention: Proxy Department

OR

You may sign, date and submit your Proxy Card by facsimile to (469) 633-0088 or dial (469) 633-0101 to vote via phone.

OR

You may sign, date, scan and email your scanned Proxy Card toproxyvote@stctransfer.com.

OR

You may vote online through the Internet:

If you vote your proxy on the Internet, you do not need to mail back, fax or email your Proxy Card.

The Proxy Statement, the form of Proxy Card and the Company’s Annual Report to Shareholders are available atwww.onlineproxyvote.com/BGLC/2025

In order to attend our Virtual Special Meeting, you must log in tohttps://www.bionexusgenelab.com/2025specialmeeting to register for the meeting.