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3D Medicines Inc. — Proxy Solicitation & Information Statement 2025
Jun 5, 2025
49796_rns_2025-06-05_b26f84d6-e4e9-4db5-ba78-ce2d179a47ba.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in 3D Medicines Inc., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.
3DMed
思路迪
3D Medicines Inc.
思路迪医药股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1244)
GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES;
RE-ELECTION OF RETIRING DIRECTORS;
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR;
RE-APPOINTMENT OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of 3D Medicines Inc. to be held at Building 3-6, 7 Liangshuihe 1st Street, Yizhuang Biomedical Park, BDA, Beijing, PRC on Monday, June 30, 2025 at 10:00 a.m. is set out on pages AGM-1 to AGM-7 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.3d-medicines.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong Share Registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Saturday, June 28, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked. For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Company's general meeting in connection to such treasury Shares.
June 6, 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - DETAILS OF PROPOSED RE-ELECTION OF RETIRING DIRECTORS AT THE AGM ... I-1
APPENDIX II - EXPLANATORY STATEMENT ... II-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Building 3-6, 7 Liangshuihe 1st Street, Yizhuang Biomedical Park, BDA, Beijing, PRC at 10:00 a.m. on Monday, June 30, 2025 or any adjournment thereof and notice of which is set out on pages AGM-1 to AGM-7 of this circular
"Articles of Association"
the amended and restated articles of association of the Company adopted on June 28, 2024 (as amended, supplemented or otherwise modified from time to time)
"Associate(s)"
has the meaning ascribed to it under the Listing Rules
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"Chairman"
the chairman of the Board
"Chief executive"
has the meaning ascribed to it under the Listing Rules
"Close associate"
has the meaning ascribed to it under the Listing Rules
"Companies Act"
the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
3D Medicines Inc., an exempted company incorporated in the Cayman Islands on January 30, 2018 with limited liability, with its Shares initially listed on the Main Board of the Stock Exchange on December 15, 2022 (stock code: 1244)
"Connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Core connected person"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
- 1 -
DEFINITIONS
"Group"
the Company and its subsidiaries and consolidated affiliated entities from time to time
"HKD" or "HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with Shares (including any sale and transfer of treasury Shares) not exceeding 20% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant Shareholders' resolution granting the Issue Mandate
"Latest Practicable Date"
May 30, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Date"
December 15, 2022, being the listing date when the Shares of the Company were listed on the Main Board of the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Memorandum" or "Memorandum of Association"
the amended and restated memorandum of association of the Company adopted on June 28, 2024 (as amended, supplemented or otherwise modified from time to time)
"Nomination Committee"
the nomination committee of the Board
"PRC"
the People's Republic of China, but for the purposes of this circular only, excludes Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan
"Remuneration Committee"
the remuneration committee of the Board
- 2 -
DEFINITIONS
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant Shareholders' resolution granting the Repurchase Mandate
"SFO"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time
"Share(s)"
ordinary share(s) of nominal value of HK$0.001 each in the capital of the Company, or, if there has been a sub-division, consolidation, re-classification or reconstruction of the share capital of the Company, shares forming part of the ordinary share capital of the Company of such other nominal amount as shall result from any such sub-division, consolidation, re-classification or reconstruction
"Shareholder(s)"
shareholder(s) of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules and as amended from time to time
"USD" or "US$"
United States dollars, the lawful currency of the United States of America
- 3 -
LETTER FROM THE BOARD
3DMed
思路迪
3D Medicines Inc.
思路迪医药股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1244)
Executive Director:
Dr. Gong Zhaolong
Non-Executive Directors:
Mr. Zhu Pai
Mr. Zhou Feng
Ms. Chen Yawen
Independent Non-Executive Directors:
Dr. Li Jin
Dr. Lin Tat Pang
Mr. Liu Xinguang
Registered office:
Conyers Trust Company (Cayman) Limited
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Corporate Headquarters:
No. 3 and No. 5, Laiyang Road
Qingdao, Shandong, PRC
Principal place of business in Hong Kong:
19/F, Golden Centre
188 Des Voeux Road Central
Hong Kong
June 6, 2025
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES;
RE-ELECTION OF RETIRING DIRECTORS;
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR;
RE-APPOINTMENT OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (b) the re-election of the retiring Directors; (c) proposed appointment of non-executive Director; and (d) the re-appointment of auditor.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company convened on June 28, 2024, ordinary resolution was passed for the granting of general mandate authorizing the Directors to allot, issue and/or otherwise deal with the Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the number of issued Shares (excluding any treasury Shares) at that date, which is due to expire at the conclusion of the Annual General Meeting.
In order to ensure flexibility and give discretion to the Directors to issue any new Shares when the Directors consider desirable for the Company to do so, approval is sought from the Shareholders at the Annual General Meeting, pursuant to the Listing Rules, for the grant of the Issue Mandate to the Directors to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 5(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of the Shareholders' resolution in relation to the Issue Mandate for the period until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or (iii) revocation or variation of the Issue Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
As at the Latest Practicable Date, 258,177,000 Shares have been fully paid and issued. Subject to the passing of the ordinary resolution numbered 5(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 51,635,400 Shares.
In addition, subject to a separate approval of the ordinary resolution numbered 5(C), the number of Shares repurchased by the Company under ordinary resolution numbered 5(B) will also be added to extend the Issue Mandate as mentioned in ordinary resolution numbered 5(A) provided that such additional number of Shares shall represent up to 10% of the number of issued Shares as at the date of passing the Shareholders' resolution in relation to the Issue Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate for the period until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or (iii) revocation or variation of the Issue Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
Subject to the approval of Shareholders, the Company may only use the Issue Mandate for the sale or transfer of treasury Shares after the amendments to the Listing Rules relating to treasury shares come into effect.
- 5 -
LETTER FROM THE BOARD
GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company convened on June 28, 2024, ordinary resolution was passed for the granting of general mandate authorizing the Directors to repurchase the Shares not exceeding 10% of the number of issued Shares (excluding any treasury Shares) at that date, which is due to expire at the conclusion of the Annual General Meeting.
In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing of the Shareholders' resolution in relation to the Repurchase Mandate for the period until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or (iii) revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
As at the Latest Practicable Date, there were 258,177,000 Shares in issue. Subject to the passing of the ordinary resolution numbered 5(B) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 25,817,700 Shares pursuant to the Repurchase Mandate.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
RE-ELECTION OF RETIRING DIRECTORS
In accordance with articles 84(1) and 84(2) of the Articles of Association, Dr. Lin Tat Pang and Mr. Liu Xinguang will retire by rotation, and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.
The re-appointment of the abovenamed Directors has been reviewed by the Nomination Committee which has made recommendations to the Board that the re-election be proposed for Shareholders' approval at the Annual General Meeting.
LETTER FROM THE BOARD
The Nomination Committee has also reviewed and assessed the independence of Dr. Lin Tat Pang and Mr. Liu Xinguang based on their confirmation of independence pursuant to the independence guidelines as set out in Rule 3.13 of the Listing Rules. Dr. Lin Tat Pang and Mr. Liu Xinguang are not involved in the daily management of the Company nor in any relationships which would interfere with the exercise of their independent judgment. In addition, taking into consideration of the diversity perspectives (including but not limited to gender, age, culture and educational background, professional experience, length of service, skills and knowledge) and the current public directorships held by the relevant individuals, the Board is satisfied that Dr. Lin Tat Pang and Mr. Liu Xinguang of such character, integrity and experience commensurating with the office of independent non-executive Directors. The Board believes that they will be able to devote sufficient time to the Board and will continue to provide independent, balanced and objective view to the Company's affairs.
Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated June 5, 2025 in relation to Mr. Zhu Pai's retirement from the position as an non-executive Director and a member of the Audit Committee and the proposed appointment of Mr. Zhu Jinqiao as a non-executive Director, subject to the approval by the Shareholders at the AGM.
The biographical details of Mr. Zhu Jinqiao, which are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, are set out as follows:
Mr. Zhu Jinqiao, aged 59, has over 27 years of experience in investment and entrepreneurship consulting. From November 1996 to May 2008, he served as the chairman of the board and general manager of Shenzhen Langfeng Industry Development Co., Ltd. (深圳市朗峰投資發展有限公司), a company principally engaged in business investment, where he was primarily responsible for making major decisions such as development plan and investment plan. From August 2007 to August 2020, Mr. Zhu Jinqiao served as the chairman of the board and general manager of Shenzhen Efung Venture Capital Co., Ltd. (深圳市倚鋒創業投資有限公司), a company principally engaged in venture capital investment and entrepreneurship consulting, where he was primarily responsible for making major decisions such as development plan and investment plan. Since March 2012, he has been serving as the controller of Shenzhen Efung Investment Management Enterprise (Limited Partnership)* (深圳市倚鋒投資管理企業(有限合夥)) ("Shenzhen Efung Investment"), where he is primarily responsible for leading and managing the company team, making decisions on major issues and managing partnership affairs of the funds. Since April 2022, he has been serving as a director (re-designated as a non-executive director on August 2022) of Genuine Biotech Limited (真實生物科技有限公司), a company principally engaged in biotech, where he is primarily responsible for providing guidance and overseeing its management and operations. Mr. Zhu Jinqiao is the father of Mr. Zhu Pai, who is retiring from the position as a non-executive Director.
- 7 -
LETTER FROM THE BOARD
Mr. Zhu Jinqiao graduated from School of Information Communication of Chinese People's Liberation Army National University of Defense Technology (中國人民解放軍國防科技大學信息通信學院) (formerly known as Chinese People's Liberation Army Communication Command College (中國人民解放軍通信指揮學院)) in the PRC in June 2010 in communication and information system management. Mr. Zhu Jinqiao also obtained an executive master of business administration degree from Zhongnan University of Economics and Law (中南財經政法大學) in the PRC in June 2011 and an executive master of business administration degree from Cheung Kong Graduate School of Business (長江商學院) in the PRC in September 2015. Mr. Zhu Jinqiao obtained the China Securities Investment Fund Industry Practice Certificate (中國證券投資基金業從業證書) from the Asset Management Association of China (中國證券投資基金業協會) in the PRC in May 2018.
Mr. Zhu Jinqiao has obtained a number of awards, including the "2019-2020 Top 10 Investors in China's Healthcare Industry (2019-2020年度中國醫療健康產業十佳投資人物)" granted by Chinese Venture (融資中國) in August 2020, one of the "2020 Best Investors in Healthcare Industry (2020年度醫療健康行業最佳投資人)" granted by Securities Times (證券時報) in August 2020, "2020 China Shenzhen Venture Capital Leaders (2020年度中國深圳創投領袖人物)" granted by Shenzhen Investment Chamber of Commerce* (深圳市投資商會) in March 2021, "2020 Best Investors in the General Health Field (2020年度大健康領域最佳投資人)" granted by Investorscn.com (投資家網) in April 2021, "2020-2021 Top 20 Chinese Healthcare Investors (2020-2021年度中國醫療健康投資人物TOP20)" granted by Chinese Venture (融資中國) in July 2021, "2021 Best Investors in Healthcare Industry (2021年度醫療健康行業最佳投資人)" granted by Securities Times in August 2021, "2020 Top 100 Best Venture Capital Investors in China (2020年度中國最佳創業投資人TOP 100)" granted by CVINFO (投中信息) in September 2021, the "2022 Top 50 Most Influential Investors" (2022年度最具影響力投資人TOP50) granted by China Healthcare Consulting (CHC醫療諮詢) and Citic Securities (中信證券) in April 2023 and the "2023 Top 30 Most Influential Investors in China" (2023年中國最具影響力的30位投資人) granted by FORTUNE (《財富》) and Zero2IPO Research (清科研究中心) in November 2023.
Mr. Zhu Jinqiao was a director or executive partner of the following companies and partnership which were dissolved during the period when he was one of their directors or executive partner:
| Name of company or partnership | Place of establishment | Nature of business | Details of the proceeding involved |
|---|---|---|---|
| Xinyu Yijin Investment Management Center (Limited Partnership) *新余易金投資管理中心(有限合夥) | PRC | Business investment | Dissolved on January 17, 2018 |
| Shenzhen Tongyong Lianke Investment Co., Ltd.* (深圳市通用聯科投資有限公司) | PRC | Business investment | Dissolved on January 6, 2009 |
LETTER FROM THE BOARD
| Name of company or partnership | Place of establishment | Nature of business | Details of the proceeding involved |
|---|---|---|---|
| Suzhou Keshan MicroElectronics Co., Ltd.* (蘇州科山微電子科技有限公司) | PRC | Design, R&D and sales of semiconductor integrated circuit | Dissolved on October 24, 2017 |
| Guangzhou Liansuo Network Technology Co., Ltd.* (廣州市聯索網絡科技有限公司) | PRC | R&D and technical services of computer network technology, wholesale and retail trade and internet information service | Dissolved on June 19, 2014 |
| Shenzhen Langfeng Investment Development Co., Ltd.* (深圳市朗峰投資發展有限公司) | PRC | Business investment and domestic trade | Dissolved on September 14, 2011 |
| Shenzhen Langfeng Investment Development Co., Ltd.* (深圳市朗峰投資發展有限公司) | PRC | Property management | Dissolved on March 31, 2011 |
The term of Mr. Zhu Jinqiao's services as a non-executive Director is for three years commencing the date upon which the Shareholders approved his appointment at the AGM and is subject to retirement and re-election at the annual general meetings of the Company pursuant to the Articles of Association of the Company. Mr. Zhu Jinqiao will not receive any remuneration in connection with his role as a non-executive director of the Company under the terms of this agreement.
Mr. Zhu Jinqiao is the controller of Shenzhen Efung Investment. Shenzhen Efung Investment is, in turn, controls (for the purpose of Part XV of the Securities and Futures Ordinance) Shanghai Zhenlu Enterprise Management Consulting Partnership (Limited Partnership).
As of the date of this circular, to the best knowledge of the Directors, Shanghai Zhenlu Enterprise Management Consulting Partnership (Limited Partnership) holds $5.31\%$ of the Shares. Accordingly, Mr. Zhu Jinqiao is deemed to be interested in $5.31\%$ of the Shares.
- 9 -
LETTER FROM THE BOARD
As at the date of this circular and save as disclosed above, Mr. Zhu Jinqiao confirms that he did not have any relationship with any director, senior management, chief executive or substantial shareholder or controlling shareholder of the Company and hold no other position within the Group. Within the meaning of Part XV of the Securities and Futures Ordinance, Mr. Zhu Jinqiao also confirms that save as disclosed above, he does not have any interest in the shares or underlying shares of the Company and he has not held any directorship in other listed public companies in Hong Kong or overseas in the last three years and he does not have any major appointments and professional qualifications. There is no other matter that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange.
CHANGE OF COMPOSITION OF THE AUDIT COMMITTEE
Following Mr. Zhu Pai’s retirement as a member of the Audit Committee, Mr. Zhou Feng, a non-executive director, has been appointed as a member of the Audit Committee, with effect from June 30, 2025.
RE-APPOINTMENT OF AUDITOR
The financial statements of the Group for the year ended December 31, 2024 were audited by Modern Assure CPA Limited whose term of office will expire upon the Annual General Meeting. Upon the recommendation of the Audit Committee, the Board proposed to re-appoint Modern Assure CPA Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company.
CLOSURE OF REGISTER OF MEMBERS
The forthcoming Annual General Meeting is scheduled to be held on Monday, June 30, 2025. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, June 25, 2025 to Monday, June 30, 2025, both days inclusive, during such period no transfer of Shares will be registered. In order to attend and vote at the Annual General Meeting, all duly completed share transfer documents, accompanied by the relevant share certificates, must be lodged for registration with the Hong Kong Share Registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Tuesday, June 24, 2025.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages AGM-1 to AGM-7 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (a) the granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares, (b) the re-election of the retiring Directors and the proposed appointment of non-executive Director, and (c) the re-appointment of auditor.
LETTER FROM THE BOARD
FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.3d-medicines.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong Share Registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, June 25, 2025) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.
VOTING BY POLL
There is no Shareholder who has any material interest in the proposed resolutions, therefore none of the Shareholders is required to abstain from voting at the Annual General Meeting.
Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll, except where the chairman of the general meeting, 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. Accordingly, each of the resolutions set out in the notice will be taken by way of poll.
On a poll, every Shareholder presents in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her votes or cast all the votes he/she uses in the same way. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors consider that the proposed resolutions for the granting of the Issue Mandate to issue Shares, the Repurchase Mandate to repurchase Shares, the re-election of the retiring Directors and the proposed appointment of non-executive Director, and the re-appointment of auditor are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favor of all the resolutions to be proposed at the Annual General Meeting.
LETTER FROM THE BOARD
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.
Yours faithfully
By order of the Board
3D Medicines Inc.
Dr. Gong Zhaolong
Chairperson of the Board and Executive Director
- 12 -
APPENDIX I
DETAILS OF PROPOSED RE-ELECTION OF RETIRING DIRECTORS AT THE AGM
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Dr. Lin Tat Pang
Lin Tat Pang (連達鵬), aged 68, was appointed as an independent non-executive Director on June 25, 2021 (with effect from Listing Date). He is responsible for providing independent advice and judgment to our Board.
Dr. Lin has 43 years of experience in accounting, finance and public offerings. Dr. Lin served as assistant accountant, accounting manager and chief accountant in Sun Hung Kai Securities Limited during 1980 to 1988. He was an executive director at Sun Hung Kai Investment Services Limited and Sun Hung Kai Forex & Bullion Co. Limited from December 1989 to December 1992. From November 1990 to November 1992, he was the company secretary of Sun Hung Kai & Co. Limited (stock code: 86), a company listed on the Stock Exchange. Subsequently, he worked for Hong Kong Exchanges and Clearing Limited and the Stock Exchange between December 1992 and March 2013, and his last position was senior consultant to the Listing, Listing & Regulatory Affairs Division of Hong Kong Exchanges and Clearing Limited.
Dr. Lin was an adjunct professor of Huazhong University of Science and Technology Law School (華中科技大學法學院) in the PRC from May 2009 to May 2012, and a visiting professor of the same university from December 2011 to December 2014. He was also a visiting professor of the Southwest University of Political Science and Law (西南政法大學) in the PRC from May 2012 to May 2015. From October 2015 to June 2020, he was a part-time lecturer at the Faculty of Business, the City University of Macau.
Dr. Lin also serves as an independent non-executive director of three companies listed on the Stock Exchange. He has been an independent non-executive director of China Aluminum Cans Holdings Limited (stock code: 6898) since June 2013, and that of Leadway Technology Investment Group Limited (formerly known as HNA Technology Investments Holdings Limited) (stock code: 2086) since December 2017, and that of CT Vision S.L. (International) Holdings Limited (stock code: 994) since June 2022.
Dr. Lin obtained his Doctor of Law, Master of Law and Bachelor of Law from Peking University (北京大學) in the PRC in 2009, 1998 and 1992 respectively. He also completed his Postgraduate Certificate in Hong Kong Law in City University of Hong Kong (previously known as City Polytechnic of Hong Kong) in November 1993. Dr. Lin has been a member of the Hong Kong Institute of Certified Public Accountants since May 1983 and a fellow of the Association of Chartered Certified Accountants, United Kingdom since August 1987. He has been also a member of the Chartered Institute of Arbitrators, United Kingdom since February 2000.
APPENDIX I
DETAILS OF PROPOSED RE-ELECTION OF RETIRING DIRECTORS AT THE AGM
As at the Latest Practicable Date, Dr. Lin was interested in 100,000 Shares, representing approximately 0.04% of the issued share capital of the Company within the meaning of Part XV of the SFO.
Dr. Lin has entered into a letter of appointment with the Company for an initial term of three years and will continue thereafter until terminated in accordance with the terms of the letter of appointment. Such remuneration will be reviewed annually by the Board and the Remuneration Committee.
Save as disclosed herein, as at the Latest Practicable Date, Dr. Lin did not hold any other position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the Latest Practicable Date, Dr. Lin did not have any relationship with any Directors, senior management, substantial or Controlling Shareholders of the Company.
Save as disclosed herein, there is no other matter in relation to the re-election of Dr. Lin that needs to be brought to the attention of the Shareholders and there is no other information relating to Dr. Lin which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. Liu Xinguang
Liu Xinguang (劉信光), aged 64, on-the-job - postgraduate, senior expert in capital markets. He was a civil servant, a reporter of some newspaper group and a reporter of Xinhua News system. In 2001, he began to engage in investment banking and investment work in the capital market, involving stock investment and equity investment, and has provided restructuring, listing (IPO), refinancing, mergers and acquisitions, reorganization and other services for a number of listed companies. He is a special expert of Shenzhen Institute of Financial Stability and Development (深圳市金融稳定發展研究院) and the vice president of Beijing Global Bank Securities Investment Co., Ltd. (北京環球銀證投資有限公司).
From October 1988 to September 1994, he worked as a civil servant in the Guangshan County Committee of the Communist Party in Henan Province. From October 1994 to November 1997, he was a reporter at Henan Economic Daily (河南經濟日報). From December 1997 to December 1999, he was the head of the news department at Henan Business Daily (河南商報), which belongs to Xinhua News Agency.
Mr. Liu has around 23 years of experience in investment banking and stock investments. From October 2001 to August 2003, he was a vice president of Bestar Investment Consultant Co., Ltd. (北京博星證券投資顧問有限公司). Since September 2004, he has been a vice president of Beijing Global Bank Securities Investment Co., Ltd. (北京環球銀證投資有限公司). From July 2014 to August 2020, he served as an independent director of Zhejiang Yinlun Machinery Co., Ltd (浙江銀輪機械股份有限公司), a company listed on the Shenzhen stock
- I-2 -
APPENDIX I
DETAILS OF PROPOSED RE-ELECTION OF RETIRING DIRECTORS AT THE AGM
exchange (stock code: 002126). Since April 2019, he has been an independent director of Angel Yeast Co., Ltd. (安琪酵母股份有限公司), a company listed on the Shanghai stock exchange (stock code: 600298). Since October 2018, he has been an expert member of the Independent Board Committee of Association of Listed Companies (中國上市公司協會獨立董事委員會). Since April 2022, he has been an independent director of Hubei Yihua Chemical Industry Co.,Ltd. (湖北宜化化工股份有限公司), a company listed on the Shenzhen stock exchange (stock code: 000422). Since November 2022, he has been an independent director of Hubei Mailyard Share Co.,Ltd. (湖北美爾雅股份有限公司), a company listed on the Shanghai stock exchange (stock code: 600107). He served as an independent director of Zhongxing Tianheng Energy Technology (Beijing) Co., Ltd (中興天恒能源科技(北京)股份公司). From December 2024, serving as an expert committee member of the Mergers and Acquisitions Financing Committee of the China Association for Public Companies.
Mr. Liu obtained his college diploma in Chinese from Henan University in the PRC in June 1988. He obtained the Fund Practicing Qualification Certificate (基金從業資格證) in 2015 and the Securities Practitioner Qualification Certificate (證券從業資格證) in 2004 from the Asset Management Association of China (中國證券業協會).
As at the Latest Practicable Date, Mr. Liu was interested in 100,000 Shares, representing approximately $0.04\%$ of the issued share capital of the Company within the meaning of Part XV of the SFO.
Mr. Liu has entered into a letter of appointment with the Company for an initial term of three years and will continue thereafter until terminated in accordance with the terms of the letter of appointment. Such remuneration will be reviewed annually by the Board and the Remuneration Committee.
Save as disclosed herein, as at the Latest Practicable Date, Mr. Liu did not hold any other position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the Latest Practicable Date, Mr. Liu did not have any relationship with any Directors, senior management, substantial or Controlling Shareholders of the Company.
Save as disclosed herein, there is no other matter in relation to the re-election of Mr. Liu that needs to be brought to the attention of the Shareholders and there is no other information relating to Mr. Liu which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
- I-3 -
APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 258,177,000 Shares of nominal value of HK$0.001 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or purchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 25,817,700 Shares which represent 10% of the issued Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.
REASONS FOR AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the applicable laws of the Cayman Islands, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the applicable laws of the Cayman Islands, out of capital.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchases would be in the best interests of the Company. The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital and gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
- II-1 -
APPENDIX II
EXPLANATORY STATEMENT
GENERAL
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates, have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.
The Directors, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. Neither the Explanatory Statement nor the Repurchase Mandate has any unusual features.
No core connected person has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Dr. Gong Zhaolong is deemed to be interested in 77,090,460 Shares under the SFO, representing approximately $26.86\%$ of the issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, such interests will be increased to approximately $33.18\%$ of the issued Shares.
To the best knowledge and belief of the Directors, such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
APPENDIX II
EXPLANATORY STATEMENT
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months immediately preceding the Latest Practicable Date were as follows:
| Month | Highest prices
HKD | Lowest prices
HKD |
| --- | --- | --- |
| 2024 | | |
| May | 8.380 | 6.010 |
| June | 6.660 | 5.220 |
| July | 5.460 | 3.620 |
| August | 4.850 | 2.510 |
| September | 3.600 | 1.920 |
| October | 4.270 | 2.280 |
| November | 2.480 | 1.600 |
| December | 3.900 | 1.700 |
| 2025 | | |
| January | 3.700 | 2.700 |
| February | 3.390 | 2.710 |
| March | 4.410 | 2.820 |
| April | 4.010 | 3.010 |
| May (up to the Latest Practicable Date) | 4.360 | 2.830 |
NOTICE OF ANNUAL GENERAL MEETING
3DMed
思路迪
3D Medicines Inc.
思路迪医药股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1244)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of 3D Medicines Inc. (the "Company") will be held at Building 3-6, 7 Liangshuihe 1st Street, Yizhuang Biomedical Park, BDA, Beijing, PRC on Monday, June 30, 2025 at 10:00 a.m. (the "Meeting") for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions.
Unless otherwise specified, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated June 6, 2025 (the "Circular").
Ordinary Resolutions
- To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the reports of the directors and auditors thereon.
- To elect Mr. Zhu Jinqiao as a non-executive Director.
- To re-elect directors of the Company (the "Directors") and authorise the board of Directors (the "Board") to fix the Directors' remuneration;
(a) To re-elect Dr. Lin Tat Pang as an independent non-executive Director;
(b) To re-elect Mr. Liu Xinguang as an independent non-executive Director; and
(c) To authorise the Board to fix the remuneration of the Directors.
-
To re-appoint Modern Assure CPA Limited as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
-
AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:
(A) “That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited) out of treasury) of HK$0.001 each in the share capital of the Company (“Shares”) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors during the Relevant Period (as defined hereinafter) pursuant to the approval in paragraph (i) above, otherwise than pursuant to:
(1) any Rights Issue (as defined hereinafter);
(2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
(4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of the following two items:
(a) 20% of the number of issued shares of the Company (excluding any treasury Shares) as at the date of passing this resolution; (if the Board is so authorised by resolution numbered 5(C)) the aggregate number of shares of the Company purchased by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the number of issued shares of the Company as at the date of passing resolution numbered 5(B)), and the approval shall be limited accordingly; and
(b) that this resolution shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the issuance mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration;
(iv) in the event the Company conducts a share consolidation or subdivision, the maximum number of Shares that may be issued as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(v) for the purpose of this resolution:--
(a) “Benchmarked Price” means the higher of (1) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (2) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the general mandate to be approved under this resolution; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (iii) the date on which the placing or subscription price is fixed;
(b) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:--
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the articles of association of the Company (“Articles of Association”) to be held; or
(3) the passing of an ordinary resolution by the shareholders of the Company (“Shareholders”) in general meeting of the Company revoking or varying the authority given to the Directors by this resolution; and
(c) “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such Shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(B) "That:
(i) subject to paragraph (ii) below of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;
(ii) the aggregate number of the Shares to be repurchased by the Company pursuant to the approval in paragraph (i) above of this resolution during the Relevant Period shall not exceed 10% of the number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
(iv) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or
(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution."
- AGM-5 -
NOTICE OF ANNUAL GENERAL MEETING
(C) “That conditional upon the resolutions numbered 5(A) and 5(B) set out in this notice being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the resolution numbered 5(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5(B) set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company as at the date of passing of the said resolutions.”
By order of the Board
3D Medicines Inc.
Dr. Gong Zhaolong
Chairperson of the Board and Executive Director
Hong Kong, June 6, 2025
Registered office:
Conyers Trust Company (Cayman) Limited
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Corporate Headquarters:
No. 3 and No. 5, Laiyang Road
Qingdao, Shandong, PRC
Principal place of business in Hong Kong:
19/F, Golden Centre
188 Des Voeux Road Central
Hong Kong
- AGM-6 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxy(ies) to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company. Holders of treasury shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings in connection to such treasury shares.
(ii) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(iii) In order to be valid, the completed form of proxy must be deposited at the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other authority (if any) or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting (i.e. not later than 10:00 a.m. on Saturday, June 28, 2025) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
(iv) The register of members of the Company will be closed from Wednesday, June 25, 2025 to Monday, June 30, 2025, both days inclusive, in order to determine the eligibility of shareholders to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong Share Registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Tuesday, June 24, 2025.
(v) In respect of resolutions numbered 3 above, details of the directors of the Company proposed for re-election are set out in Appendix I to the Circular.
(vi) In respect of the resolution numbered 5(A) above, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(vii) In respect of resolution numbered 5(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the repurchase mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the Circular.
(viii) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.
As at the date of this notice, the Board of Directors of the Company comprises Dr. GONG Zhaolong as executive Director, Mr. ZHU Pai, Mr. ZHOU Feng and Ms. CHEN Yawen as non-executive Directors, and Dr. LI Jin, Dr. LIN Tat Pang and Mr. LIU Xinguang as independent non-executive Directors.
- AGM-7 -