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Abbisko Cayman Limited — Proxy Solicitation & Information Statement 2025
May 16, 2025
50477_rns_2025-05-16_f6ca4338-e511-4ab3-8ab3-f34f04f7fa59.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Abbisko Cayman Limited, you should at once hand this circular and the accompanying 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Abbisko和炼
Abbisko Cayman Limited
和譽開曼有限責任公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2256)
PROPOSALS FOR
GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (“AGM”) of Abbisko Cayman Limited to be held at Linde Conference Room, Floor 12B, Building 1, No. 515 Huanke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, on Wednesday, June 18, 2025 at 10:00 a.m. at which, among other things, the above proposals will be considered, is set out on pages 19 to 22 of this circular.
Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
May 16, 2025
CONTENTS
Page
Special Arrangements for the Annual General Meeting 1
Definitions 3
Letter from the Board 5
Appendix I - Explanatory Statement on Repurchase Mandate 10
Appendix II - Details of the Directors Proposed to be Re-elected at the AGM 15
Notice of Annual General Meeting 19
- i -
SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
Shareholders will be able to view and listen to the AGM through a live webcast from 10:00 a.m. until the completion of the AGM on June 18, 2025 on a computer, tablet or any browser enabled device. Shareholders who attend the AGM online will not be counted to the quorum of the AGM. Shareholders will need to complete the following steps to be able to access the live webcast of the AGM of the Company:
ACCESSING PROCEEDINGS OF THE AGM BY ZOOM
For Shareholders who would like to view and listen to the AGM live webcast, you will need to register by sending an email to [email protected] providing personal particulars as follows:
(a) Full name (with relevant identification documents);
(b) Registered address;
(c) Number of Shares held (with relevant supporting documents);
(d) Contact telephone number; and
(e) Email address,
no later than 10:00 a.m. on June 16, 2025 (being not less than forty-eight (48) hours before the time appointed for holding the AGM) to enable the Company to verify the Shareholders' status. Authenticated Shareholders will receive an email confirmation no later than 10:00 a.m. on June 16, 2025 (being not less than forty-eight (48) hours before the time appointed for holding the AGM) which contains a link to join the live webcast of the AGM.
Please keep the link in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the link.
VOTE BY APPOINTING A PROXY
All resolutions at the AGM will be decided on a poll. If you wish to vote on any resolution at the AGM, you are strongly recommended to appoint the chairman of the AGM as your proxy to exercise your right to vote at the AGM in accordance with your instructions. Alternatively, you may attend the AGM and vote in person.
The proxy form has been published together with the Circular. The proxy form can be downloaded from the section of "Investor Relations" of the Company's website (www.abbisko.com) or the website of the Stock Exchange (www.hkexnews.hk). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy.
- 1 -
SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
The proxy form should be returned to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time for holding the AGM.
QUESTIONS FROM SHAREHOLDERS
Shareholders may submit any questions they may have in advance in relation to any resolution set out in the Notice of AGM by 10:00 a.m. on June 16, 2025 (being not less than forty-eight (48) hours before the time appointed for holding the AGM) via email to [email protected] providing personal particulars as follows for verification purposes:
(a) Full name (with relevant identification documents);
(b) Registered address;
(c) Number of Shares held (with relevant supporting documents);
(d) Contact telephone number; and
(e) Email address.
CHANGES TO ARRANGEMENTS
Should any changes be made to the AGM arrangements, we will notify Shareholders via an announcement posted on the Company’s website (www.abbisko.com) and the website of the Stock Exchange (www.hkexnews.hk).
If Shareholders have any questions relating to the AGM, please contact the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at Linde Conference Room, Floor 12B, Building 1, No. 515 Huanke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, on Wednesday, June 18, 2025 at 10:00 a.m., notice of which is set out on pages 19 to 22 of this circular and any adjournment thereof
"Articles"
the memorandum and articles of association of the Company, as amended, supplemented or otherwise modified from time to time
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"Companies Act"
the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, consolidated or otherwise modified from time to time
"Company"
Abbisko Cayman Limited, an exempted company incorporated in the Cayman Islands on March 28, 2018 with limited liability whose Shares are listed on the Main Board of the Stock Exchange (Stock Code: 2256)
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"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
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DEFINITIONS
"Issue Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate (excluding Treasury Shares) and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate
"Latest Practicable Date"
May 9, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Company
"PRC"
the People's Republic of China
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate (excluding Treasury Shares)
"SFO"
the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
the ordinary share(s) of US$0.00001 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks, as amended, supplemented or otherwise modified from time to time
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules
"%"
per cent
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LETTER FROM THE BOARD
Abbisko 和奢
Abbisko Cayman Limited
和譽開曼有限責任公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2256)
Chairman and Executive Director:
Dr. Xu Yao-Chang
Executive Directors:
Dr. Yu Hongping
Dr. Ji Jing
Independent Non-Executive Directors:
Dr. Sun Piaoyang
Mr. Sun Hongbin
Ms. Chui Hoi Yam
Registered Office:
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong
May 16, 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the AGM to be held on June 18, 2025.
LETTER FROM THE BOARD
GENERAL MANDATES
In order to ensure greater flexibility for the Company to issue new Shares, an ordinary resolution numbered 5 will be proposed at the AGM to grant to the Directors a general mandate to exercise the powers of the Company to allot and issue (including any sale or transfer of Treasury Shares) new Shares in the share capital of the Company of up to 20% of the total number of Shares in issue as at the date of the passing of the resolution in relation to such general mandate (excluding Treasury Shares). As at the Latest Practicable Date, the Company had 676,892,350 Shares in issue (excluding Treasury Shares). Subject to the passing of the ordinary resolution numbered 5 and on the basis that there is no change to the number of Shares in issue (excluding Treasury Shares) before the AGM, the Company will be allowed to issue a maximum of 135,378,470 Shares. In addition, subject to a separate approval of the ordinary resolution numbered 7, the number of Shares bought back by the Company under ordinary resolution numbered 6 will also be added to the general mandate as mentioned in the ordinary resolution numbered 5. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to such general mandate (including any sale or transfer of Treasury Shares).
In addition, an ordinary resolution will be proposed at the AGM to approve the general mandate to the Directors to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of Shares in issue as at the date of the passing of the resolution in relation to such general mandate (excluding Treasury Shares).
Each of the Issue Mandate and the Repurchase Mandate will expire at the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in the general meeting.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
In accordance with Article 16.19 of the Articles, one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest to, but not less than one-third) shall retire from office by rotation at every annual general meeting and, being eligible, offer themselves for re-election.
In accordance with Article 16.2 of the Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next annual general meeting of the Company after his/her appointment and shall then be eligible for re-election at that meeting. In order to fill the vacancy caused by the resignation of Ms. Tang Yanmin and to comply with the requirements of Rule 13.92 of the Listing Rules, the Board considered and approved the proposals on the appointment of Ms. Chui Hoi Yam as an independent non-executive Director on February 28, 2025, which will be proposed to the AGM as ordinary resolutions for Shareholders' consideration and approval. The Board considered and approved the proposals on the appointment of Dr. Ji Jing as an executive Director on March 3, 2025, which will be proposed to the AGM as ordinary resolutions for Shareholders' consideration and approval.
Accordingly, Dr. Xu Yao-Chang and Dr. Yu Hongping will retire and be subject to re-election at the AGM; and Ms. Chui Hoi Yam and Dr. Ji Jing will hold office only until the AGM and will offer themselves for re-election at the AGM.
None of the Directors proposed for re-election at the AGM has an unexpired service contract/appointment letter which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than statutory compensation.
Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS
The Nomination Committee will recommend to the Board for the appointment of a Director (including an independent non-executive Director) in accordance with the following selection criteria and nomination procedures:
(i) identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company's Board diversity policy, the requirements in the Articles, the Listing Rules and applicable laws and regulations, and the relevant candidates' contributions to the Board in terms of qualifications, skills, experience, independence and gender diversity;
(ii) assess the independence of independent non-executive Directors to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the Nomination Committee or the Board. If a proposed independent non-executive Director will be holding his/her seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and
(iii) develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience of the Board, and in light of this evaluation prepare a description of the role and capabilities required for a particular appointment.
LETTER FROM THE BOARD
RECOMMENDATION OF THE NOMINATION COMMITTEE
The Nomination Committee has considered the extensive experience of each of the Directors proposed to be re-elected, their working profiles and other experience and factors as set out in their biographical details in Appendix II to this circular. The Nomination Committee is satisfied that each of the Directors proposed to be re-elected has the required character, integrity and experience to fulfill his/her roles as a Director, respectively and effectively. The Nomination Committee is further of the view that each of the Directors proposed to be re-elected has provided and would continue to provide valuable contribution and devote sufficient time to the Company and contribute to the diversity of the Board. The Board believed that their re-elections as Directors would be in the best interests of the Company and its Shareholders as a whole.
The Nomination Committee has reviewed and accessed the independence of Ms. Chui Hoi Yam, based on her respective confirmation of independence pursuant to the independence guidelines as set out in Rule 3.13 of the Listing Rules. Ms. Chui Hoi Yam, is not involved in the daily management of the Company and is not in any relationship which would interfere with the exercise of their independence judgment. In addition, taking into consideration of the diversity perspectives (including but not limited to gender, age, race, language, cultural background, educational background, industry experience and professional experience), the Board is satisfied that Ms. Chui Hoi Yam is of such character, integrity and experience commensurating with the office of independent non-executive Director. The Board believes that she will be able to devote sufficient time to the Board and will provide independent, balanced and objective view to the Company's affairs.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Friday, June 13, 2025 to Wednesday, June 18, 2025 (both days inclusive), in order to determine the eligibility of the holders of Shares to attend and vote at the AGM to be held on Wednesday, June 18, 2025. The holders of Shares whose names appear on the share register of members of the Company on Wednesday, June 18, 2025 will be entitled to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates and transfer forms must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Thursday, June 12, 2025.
AGM
Set out on pages 19 to 22 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate and the Repurchase Mandate, the re-election of Directors and the re-appointment of auditor.
A form of proxy for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
LETTER FROM THE BOARD
VOTES TAKEN BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll. For the avoidance of doubt, for the purposes of the Listing Rules, holders of Treasury Shares (if any) shall abstain from voting at general meetings of the Company. In addition, the trustees of the pre-IPO share incentive plan (the “2019 Plan”) adopted and approved by the Company on July 4, 2019 and further amended on June 10, 2021 and the post-IPO restricted share unit scheme (the “Post-IPO RSU Scheme”) and the post-IPO share option scheme (the “Post-IPO Option Scheme”) conditionally adopted by the Company on September 16, 2021 shall, in accordance with Rule 17.05A of the Listing Rules, abstain from voting in respect of matters subject to the approval of the Shareholders and all resolutions proposed to the AGM pursuant to the rules for the 2019 Scheme, the rules for the Post-IPO RSU Scheme and the rules for the Post-IPO Option Scheme (if any). For the total number of Shares held by the trustees under the 2019 Scheme, the Post-IPO RSU Scheme and the Post-IPO Option Scheme, please refer to the announcement on poll results to be published by the Company pursuant to Rule 13.39(5) of the Listing Rules in due course.
RECOMMENDATION
The Board considers that 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 favor of such resolutions at the AGM.
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 beliefs 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
Abbisko Cayman Limited
Dr. Xu Yao-Chang
Chairman
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit a company whose primary listing is on the Stock Exchange to repurchase its shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of Shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 676,892,350 Shares (excluding 3,213,000 Treasury Shares). Subject to the passing of the ordinary resolution for repurchase of Shares and on the basis that no new Shares will be issued (including any sale or transfer of Treasury Shares) or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 67,689,235 Shares, representing 10% of the existing Shares in issue as at the Latest Practicable Date (excluding Treasury Shares).
3. REASONS FOR REPURCHASES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company 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.
4. FUNDING OF REPURCHASE OF SHARES
Any repurchase of securities of the Company will be funded entirely from the cash flow or working capital available to the Company, and will, in any event, be made out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Companies Act, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Act, out of capital.
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
5. IMPACT OF REPURCHASE OF SHARES
There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended December 31, 2024 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.
The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during 12 months preceding the Latest Practicable Date were as follows:
| Shares | ||
|---|---|---|
| Highest price | ||
| HK$ | Lowest price | |
| HK$ | ||
| Month | ||
| 2024 | ||
| May | 3.79 | 3.17 |
| June | 3.49 | 2.86 |
| July | 3.30 | 2.86 |
| August | 3.18 | 2.73 |
| September | 3.97 | 2.85 |
| October | 4.43 | 3.26 |
| November | 5.39 | 4.02 |
| December | 5.00 | 4.23 |
| 2025 | ||
| January | 4.88 | 4.20 |
| February | 6.72 | 4.61 |
| March | 8.98 | 6.03 |
| April | 8.91 | 5.52 |
| May (up to the Latest Practicable Date) | 8.03 | 7.28 |
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
7. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
The Directors, so far as the same may be applicable, will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of the Cayman Islands. The Directors confirmed that neither this explanatory statement nor the Repurchase Mandate has any unusual features.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
8. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If on exercise of the powers of repurchase 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 for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
The Directors are not aware, to the best knowledge of the Company, of any consequences that would arise from the exercise of the proposed Repurchase Mandate under the Takeover codes, and the Directors also have no present intention to exercise the Repurchase Mandate to such an extent that, under the circumstances, there would be insufficient public float as prescribed under the Listing Rules.
9. SHARE PURCHASE MADE BY THE COMPANY
During the six months immediately preceding the Latest Practicable Date, the Company repurchased a total of 5,698,000 Shares on the Stock Exchange, details of which are as follows:
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
| Date of Repurchase | Number of Shares | Price per Share | |
|---|---|---|---|
| Highest Price HK$ | Lowest Price HK$ | ||
| March 4, 2025 | 63,000 | 6.58 | 6.38 |
| March 10, 2025 | 300,000 | 7.65 | 7.25 |
| March 11, 2025 | 122,000 | 7.87 | 7.22 |
| March 12, 2025 | 300,000 | 8.09 | 7.71 |
| March 13, 2025 | 300,000 | 7.89 | 7.49 |
| March 14, 2025 | 200,000 | 8.00 | 7.58 |
| March 17, 2025 | 200,000 | 8.02 | 7.81 |
| April 10, 2025 | 200,000 | 6.70 | 6.42 |
| April 11, 2025 | 200,000 | 6.86 | 6.55 |
| April 16, 2025 | 600,000 | 7.09 | 6.67 |
| April 17, 2025 | 860,000 | 6.97 | 6.78 |
| April 22, 2025 | 200,000 | 7.23 | 6.90 |
| April 23, 2025 | 53,000 | 7.32 | 7.21 |
| April 25, 2025 | 100,000 | 7.58 | 7.58 |
| April 28, 2025 | 300,000 | 7.52 | 7.33 |
| April 29, 2025 | 100,000 | 7.70 | 7.51 |
| April 30, 2025 | 100,000 | 7.77 | 7.63 |
| May 2, 2025 | 300,000 | 7.98 | 7.81 |
| May 6, 2025 | 300,000 | 8.03 | 7.77 |
| May 7, 2025 | 600,000 | 7.86 | 7.31 |
| May 8, 2025 | 100,000 | 7.65 | 7.44 |
| May 9, 2025 | 200,000 | 7.85 | 7.63 |
Save as disclosed above, the Company had not purchased, sold or redeemed any Shares, whether on the Stock Exchange or other stock exchanges, during the six months immediately preceding the Latest Practicable Date.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
10. INTENTION STATEMENT REGARDING REPURCHASED SHARES OF THE COMPANY
Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchases or hold them as Treasury Shares depending on the prevailing circumstances at the time of the repurchases of Shares such as the market conditions and its capital management needs.
For any Treasury Shares deposited with CCASS, the Company will take appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlement which would otherwise be suspended under the relevant laws with respect to Treasury Shares. These measures include an approval by the Board that (i) the Company shall procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; (ii) in the case of distribution or declaration of dividends, the Company shall withdraw the Treasury Shares from CCASS, and either re-register them in the Company's name as Treasury Shares or cancel them, in each case before the record date for the distribution or declaration of dividends; and (iii) take any other appropriate measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under relevant laws if such Shares were registered in the name of the Company as Treasury Shares.
Holders of Treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The following set out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles.
The biographical details of the Directors who are proposed to be re-elected at the AGM are set out as follows:
EXECUTIVE DIRECTORS
Dr. XU Yao-Chang (徐耀昌), aged 68, is a co-founder of the Group. Dr. Xu founded the Group on April 12, 2016 and was appointed as a Director, Chairman of the Board and Chief Executive Officer of the Company ("CEO") on March 28, 2018. Dr. Xu was designated as an executive Director on June 10, 2021.
Dr. Xu has over 30 years of experience in R&D in oncology and other disease areas. Dr. Xu began his career at the University of Sherbrooke in Canada as a postdoctoral researcher in 1988. He then worked at BioChem Pharma Inc., a company engaged in new drug R&D for anti-virus and antitumor in the early 1990s. Dr. Xu served as senior organic chemist from October 1993 and subsequently Head of Discovery Chemistry Research until January 2006 at Eli Lilly and Company ("Lilly"), a pharmaceutical company engaged in the development of pharmaceutical products for treatment in areas of oncology, diabetes, immunology and neurodegeneration. From January 2006 to March 2012, Dr. Xu served as the Executive Director at Novartis International AG, a pharmaceutical company principally engaged in the development, manufacture and marketing of branded and generic prescription drugs, active pharmaceutical ingredients ("APIs"), biosimilars and ophthalmic products. From March 2012 to March 2016, Dr. Xu served as the General Manager of the Hansoh Pharmaceutical Group Shanghai Research and Development Centre (豪森醫藥集團上海新藥研發中心) of Shanghai Hansoh BioMedical Co., Ltd. (上海翰森生物醫藥科技有限公司) ("Hansoh Shanghai"), a subsidiary of 江蘇豪森藥業集團有限公司 ("Hansoh"), a pharmaceutical company engaged in the development of pharmaceutical products in areas of antitumor, central nervous system and diabetes. During his tenure at Hansoh, Dr. Xu also served as the Chairman of Hengrui-Hansoh New Drug Discovery Committee (恒瑞-豪森醫藥研發委員會).
Dr. Xu has served as a Director at Abbisko Hong Kong Limited ("Abbisko Hong Kong") since April 2018, a Director and the CEO at Abbisko Therapeutics Co., Ltd. (上海和譽生物醫藥科技有限公司) ("Abbisko Shanghai") since April 2016, a Director at Wuxi Abbisko Biomedical Technology Co., Ltd. (無錫和譽生物醫藥科技有限公司) since July 2020 and a Director at Abbisko Therapeutics Australia Pty Ltd since December 2020, a Director at Beijing Qianyu Therapeutics Co. Ltd. (北京千譽生物醫藥科技有限公司) ("Abbisko Beijing") since November 2021, all five of which are wholly-owned subsidiaries of the Company.
Dr. Xu obtained his Bachelor's degree in chemistry from Nanjing University in the PRC in July 1982, and his Doctoral degree in organic chemistry from the University of Chicago in the United States in July 1988. He served as an Industrial Alternate Councillor from 2010 to 2012 for American Chemical Society, the Division of Medicinal Chemistry. He also has been an elected member of the Medicinal Chemistry Committee of the Chinese Pharmaceutical Association.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Dr. Xu has entered into a service contract with the Company which the initial term of his service contract shall be three years commencing from the date of his appointment until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than three months' prior notice. Pursuant to the service contracts entered into with the Company, Dr. Xu is not entitled to any Director's fee, though he may receive (i) salary in the capacity of him being a member of the senior management of the Company; and (ii) bonus and/or share based compensation as determined by the Board and the Remuneration Committee from time to time.
As at the Latest Practicable Date, Dr. Xu was interested or was deemed to be interested in long position of 80,017,980 Shares within the meaning of Part XV of the SFO.
Dr. YU Hongping (喻紅平), aged 57, is a co-founder of the Group. Dr. Yu founded the Group on April 12, 2016 and was appointed as a Director and Senior Vice President, Chemistry on March 28, 2018. Dr. Yu was designated as an executive Director on June 10, 2021 and was re-designated as Chief Scientific Officer in March, 2022, and was appointed as joint company secretary of the Company on April 29, 2024.
Dr. Yu worked as a senior research chemist at the Merck Frosst Centre for Therapeutic Research from October 2002 to April 2007, a pharmaceutical company engaged in the development, manufacture and marketing of pharmaceutical drugs, vaccines and animal-health products. From April 2007 to February 2012, Dr. Yu served as a Senior Research Investigator I at Novartis Institutes for BioMedical Research Co., Ltd., a pharmaceutical company engaged in the development, manufacture and marketing of branded and generic prescription drugs, APIs, biosimilars and ophthalmic products. From October 2012 to February 2016, Dr. Yu served as the deputy General Manager of medicinal chemistry at Hansoh Shanghai (formerly known as 上海捷森藥物化學科技有限公司).
Dr. Yu has served as a Director at Abbisko Hong Kong since April 2018 and as a Director at Abbisko Shanghai since April 2016, both of which are wholly-owned subsidiaries of the Company.
Dr. Yu obtained his Bachelor's degree in chemistry and his Master's degree in science from Tsinghua University in the PRC in July 1991 and March 1994, respectively. He obtained his Doctoral degree in chemistry from the University of British Columbia in Canada in November 2000 and was a postdoctoral research fellow at that university between July 2001 and September 2002.
Dr. Yu has entered into a service contract with the Company which the initial term of his service contract shall be three years commencing from the date of his appointment until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than three months' prior notice. Pursuant to the service contracts entered into with the Company, Dr. Yu is not entitled to any Director's fee, though he may receive (i) salary in the capacity of him being a member of the senior management of the Company; and (ii) bonus and/or share based compensation as determined by the Board and the Remuneration Committee from time to time.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
As at the Latest Practicable Date, Dr. Yu was interested or was deemed to be interested in long position of 17,190,394 Shares within the meaning of Part XV of the SFO.
Dr. Ji Jing (嵇靖), aged 54, joined the Group as Chief Medical Officer on February 1, 2021 and was appointed as an executive Director on March 3, 2025. Dr. Ji is responsible for leading cross-functional teams and overseeing company-wide clinical development and regulatory strategies. Dr. Ji worked as a doctor at Shanghai First People's Hospital from July 1995 to December 1997. She served as the Clinical Research Manager at Merck Sharp & Dohme, a pharmaceutical company engaged in the development of vaccines, medicines and health products, from December 1997 to March 2003. From September 2003 to June 2006, Dr. Ji served as the Clinical Research Unit Head at Sanofi S.A., a biopharmaceutical company engaged in manufacture of pharmaceutical products. From June 2006 to January 2010, Dr. Ji served as the Head of Clinical Development and Medical Affairs at GlaxoSmithKline plc, a pharmaceutical company engaged in the development, manufacture and marketing of pharmaceutical products. From January 2010 to April 2015, Dr. Ji served as Director in early clinical development at Johnson & Johnson Medical (Shanghai) Ltd. (強生(上海)醫療器材有限公司), a pharmaceutical company that engaged in the development of medical devices, pharmaceuticals, and consumer packaged goods. From April 2015 to May 2020, Dr. Ji served as the Head of Cardiovascular, Renal and Metabolism Therapy Area and Vice President at AstraZeneca plc, a pharmaceutical and biotechnology company engaged in the development and manufacture of pharmaceutical products. From May 2020 to January 2021, Dr. Ji served as the Senior Vice President of medical and clinical development at Shanghai Lianbio Development Co., Ltd. (上海聯拓生物科技有限公司). Dr. Ji obtained her Bachelor of Medicine degree from Fudan University and Shanghai Second Medical University in the PRC in July 1993 and Master's degree in medicine from Fudan University and Shanghai Second Medical University in the PRC in July 1995.
Dr. Ji has entered into a service contract with the Company for a term of three years from March 3, 2025. According to the service contract, Dr. Ji will not receive remuneration as Director's fee, but is entitled to receive salary in the capacity of her being a member of the senior management of the Company. Dr. Ji will be entitled to a discretionary bonus as determined by the Board with reference to her qualifications, experiences and the prevailing market conditions. Save for the emoluments relating to her role as an executive Director and senior management of the Company, Dr. Ji will not receive other emoluments from the Group in respect of her other positions with the Company and other members of the Group.
As at the Latest Practicable Date, Dr. Ji was interested in 4,475,000 shares of the Company, representing approximately $0.66\%$ of the issued share capital of the Company as at the Latest Practicable Date, within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
INDEPENDENT NON-EXECUTIVE DIRECTOR
Ms. CHUI Hoi Yam (徐海音) (alias: 徐海瑛) (former name: 徐海英), aged 57. Ms. Chui is an independent non-executive director, chairperson of the remuneration committee and member of the audit committee and nomination committee of Everest Medicines Limited (雲頂新耀有限公司), a company listed on the Stock Exchange (Stock Code: 1952), since January 19, 2023. Ms. Chui was an executive director of China Biotech Services Holdings Limited (中國生物科技服務控股有限公司), a company listed on the GEM of the Stock Exchange (stock code: 8037), from December 2022 to June 2023 and was a non-executive director with effect from June 30, 2023 to June 30, 2024. Previously, she was the general manager of Harbin Pharmaceutical Group Co., Ltd. (哈藥集團股份有限公司) (“Harbin Pharmaceutical”), a company listed on the Shanghai Stock Exchange (stock code: 600664), from March 2019 to May 2022 and a director of Harbin Pharmaceutical from January 2021 to May 2022, where she was responsible for the overall business operation. Ms. Chui has also previously worked in China Hewlett-Packard Co., Ltd. (中國惠普有限公司) and Novartis International. Ms. Chui received her bachelor’s degree in Economic Administration and master’s degree in Finance from Peking University, the People’s Republic of China in July 1990 and July 2001, respectively.
Ms. Chui has entered into an appointment letter with the Company for a term of three years from February 28, 2025. According to the terms of Ms. Chui’s appointment, Ms. Chui is entitled to receive a director’s fee of US$50,000 per annum which is determined by reference to her experiences, duties and responsibilities, the prevailing market conditions and the remuneration policy of the Company. Ms. Chui will not be entitled to a discretionary bonus. Save for the emoluments relating to her role as an independent non-executive Director of the Company, Ms. Chui will not receive any emoluments from the Group in respect of her other positions with the Company and other members of the Group.
As at the Latest Practicable Date, Ms. Chui was not interested or was not deemed to be interested within the meaning of Part XV of the SFO.
OTHER INFORMATION
Save as disclosed herein, to the best knowledge of the Company, none of the aforementioned Directors who are proposed to be re-elected at the AGM (i) holds any directorships in other listed public companies in Hong Kong or overseas in the last three years; (ii) holds any other positions with the Company and its subsidiaries; and (iii) has any other relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.
In addition, as far as the Directors are aware, there is no other matter concerning the aforementioned Directors who are proposed to be re-elected at the AGM that needs to be brought to the attention of the Shareholders and there is no information relating to these Directors required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
Abbisko 和書
Abbisko Cayman Limited
和譽開曼有限責任公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2256)
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Abbisko Cayman Limited (the “Company”) will be held at Linde Conference Room, Floor 12B, Building 1, No. 515 Huanke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, on Wednesday, June 18, 2025 at 10:00 a.m. to consider and, if thought fit, transact the following businesses:
ORDINARY RESOLUTIONS
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To approve the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “Directors”) and auditor of the Company for the year ended December 31, 2024.
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(a) To re-elect Dr. Xu Yao-Chang as an executive Director.
(b) To re-elect Dr. Yu Hongping as an executive Director.
(c) To re-elect Dr. Ji Jing as an executive Director.
(d) To re-elect Ms. Chui Hoi Yam as an independent non-executive Director.
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To authorize the Board to fix the remuneration of the Directors.
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To re-appoint Ernst & Young as auditor of the Company and to authorize the Board to fix its remuneration.
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To consider and, if thought fit, pass the following resolutions as ordinary resolutions with or without amendments:
“THAT:
(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue (including any sale or transfer of Treasury Shares) and deal with additional shares of US$0.00001 each in the share capital of the Company (the “Shares”), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution (excluding Treasury Shares), and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution (excluding Treasury Shares), and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting."
- "THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue (including any sale or transfer of Treasury Shares) and deal with additional Shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution (excluding Treasury Shares)."
Yours faithfully,
By order of the Board
Abbisko Cayman Limited
Dr. Xu Yao-Chang
Chairman
Hong Kong, May 16, 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Friday, June 13, 2025 to Wednesday, June 18, 2025 (both days inclusive), both dates inclusive, during which period no transfer of Shares will be effected. All transfers documents accompanied by the relevant certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Thursday, June 12, 2025.
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A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or, if he/she is the holder of two or more Shares, more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.
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In the case of joint holders of Shares in the Company, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members of the Company.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time appointed for holding the AGM.
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With respect to resolution numbered 2 in this notice, Dr. Xu Yao-Chang and Dr. Yu Hongping shall retire from office of directorship and shall offer themselves for re-election in accordance with the Articles. Ms. Chui Hoi Yam and Dr. Ji Jing will hold office only until the AGM and will offer themselves for re-election at the AGM. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated May 16, 2025.
As at the date of this notice, the Board comprises Dr. Xu Yao-Chang, Dr. Yu Hongping and Dr. Ji Jing as executive Directors; and Dr. Sun Piaoyang, Mr. Sun Hongbin and Ms. Chui Hoi Yam as independent non-executive Directors.
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