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Biocytogen Pharmaceuticals (Beijing) Co., Ltd. Proxy Solicitation & Information Statement 2026
50515_rns_2026-01-27_f2ee1739-0b47-4c35-8983-52830a30823b.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 your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant, or other professional advisers.
If you have sold or transferred all your shares in Biocytogen Pharmaceuticals (Beijing) Co., Ltd., you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
百奧賽圖
BIOCYTOGEN
BIOCYTOGEN PHARMACEUTICALS (BEIJING) CO., LTD.
百奧賽圖(北京)醫藥科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2315)
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND
NOTICE OF THE 2026 FIRST EXTRAORDINARY
GENERAL MEETING
A letter from the Board is set out on pages 3 to 6 of this circular.
The notice convening the EGM to be held on Thursday, February 12, 2026 at 2:00 p.m. with the combination of a physical meeting at the conference room of 12 Baoshen South Street, Daxing Bio-Medicine Industry Park, Daxing District, Beijing, PRC and a virtual meeting online or any adjournment or postponement thereof is set out on pages N-I-1 to N-I-2 of this circular.
The form of proxy of H shareholders for use at the EGM can be downloaded from websites of the Company at https://www.biocytogen.com.cn and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk. H Shareholders are recommended to complete, sign and return the proxy form of H shareholders in accordance with the instructions printed thereon and return it to the H 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 URL (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 no later than 24 hours before the time appointed for the EGM (i.e. no later than 2:00 p.m. on Wednesday, February 11, 2026 (Hong Kong Time)) or the adjourned meeting (as the case may be). Completion and return of a proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. For the avoidance of doubt, holders of treasury shares, if any, shall abstain from voting at the EGM in respect of any treasury shares held by them, if any.
This circular together with the form of proxy of H shareholders are also published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and that of the Company (https://www.biocytogen.com.cn).
References to time and dates in this circular are to Hong Kong time and dates.
January 27, 2026
CONTENTS
Pages
DEFINITIONS... 1
LETTER FROM THE BOARD... 3
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING... N-I-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms or expressions shall have the meanings set out below:
"A Share(s)"
the ordinary Share(s) with a nominal value of RMB1.00 each in the Share capital of the Company which are traded in RMB and listed on the Sci-Tech Board
"Articles of Association" or "Articles"
the articles of association of the Company, as amended from time to time
"Board of Directors" or "Board"
the board of Directors of the Company
"China" or "PRC"
the People's Republic of China, and for the purpose of this circular only, excluding Hong Kong, the Macao Special Administrative Region of the People's Republic of China, and Taiwan Region
"Company"
Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (百奧賽圖(北京)醫藥科技股份有限公司), a limited liability company incorporated in the PRC on November 13, 2009 and converted into a joint stock limited liability company incorporated in the PRC on December 29, 2020 whose predecessor was Beijing Biocytogen Gene Biotechnology Co., Ltd. (北京百奧賽圖基因生物技術有限公司)
"CSRC"
China Securities Regulatory Commission (中國證券監督管理委員會)
"Director(s)"
the director(s) of the Company
"EGM" or "Extraordinary General Meeting"
the 2026 first extraordinary general meeting of the Company to be held, the notice of which is set out in pages N-I-1 to N-I-2 of this circular
"H Share(s)"
overseas listed foreign Share(s) in the ordinary Share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars and listed on the Hong Kong Stock Exchange
"H Shareholder(s)"
holder(s) of the H Shares
- 1 -
DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
|---|---|
| “Hong Kong Dollars” or “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Latest Practicable Date” | January 26, 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time |
| “Nomination Committee” | the nomination committee of the Board |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Sci-Tech Board” | the Sci-Tech Innovation Board of the Shanghai Stock Exchange |
| “Share(s)” | ordinary Share(s) in the Share capital of the Company, with a nominal value of RMB1.00 each, comprising A Share(s) and H Share(s) |
| “Shareholder(s)” | holder(s) of the Shares |
| “substantial shareholders” | has the meaning ascribed thereto under the Listing Rules |
| “treasury shares” | has the meaning ascribed to it under the Listing Rules as effective from June 11, 2024 and as amended from time to time |
- 2 -
LETTER FROM THE BOARD
百奧賽圖
BIOCYTOGEN
BIOCYTOGEN PHARMACEUTICALS (BEIJING) CO., LTD.
百奧賽圖(北京)醫藥科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2315)
Executive Directors:
Dr. Shen Yuelei (Chairman, CEO and General Manager)
Dr. Ni Jian
Non-executive Directors:
Dr. Zhou Kexiang
Ms. Zhang Leidi
Independent non-executive Directors:
Mr. Hua Fengmao
Dr. Yu Changyuan
Ms. Liang Xiaoyan
Employee Director:
Ms. Li Yan
Registered office:
12 Baoshen South Street
Daxing Bio-Medicine Industry Park
Daxing District, Beijing
PRC
Principal place of business in Hong Kong:
40th Floor
Dah Sing Financial Center
No. 248 Queen's Road East
Wanchai
Hong Kong
Hong Kong, January 27, 2026
To the Shareholders
Dear Sir or Madam,
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
I. INTRODUCTION
Reference is made to the announcement published by the Company dated January 27, 2026, in relation to the proposed appointment of a non-executive Director.
The purpose of this circular is to provide the Shareholders with information in respect of certain resolution to be proposed at the EGM to be held on Thursday, February 12, 2026, to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM. For the details of the proposed resolution at the EGM, please also refer to the notice of the EGM enclosed with this circular.
LETTER FROM THE BOARD
II. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
Based on the nomination of the Nomination Committee and the deliberation by the Board, the Board proposed to appoint Mr. Liu Hongkong (劉弘康先生) (“Mr. Liu”) as a non-executive Director.
The biographical details of Mr. Liu are set out as follows:
Mr. Liu Hongkong (劉弘康先生), aged 35, joined SDIC Venture Capital Management Co., Ltd. (國投創業投資管理有限公司) since June 2021 and is currently serving as an investment manager in this company. Mr. Liu received his bachelor’s degree in biotechnology and his doctorate degree in biophysics from Huazhong University of Science and Technology (華中科技大學) in the PRC in 2012 and 2020, respectively.
As at the Latest Practicable Date, save as disclosed in this circular, Mr. Liu has confirmed that (i) he has not held any position in the Company or any other members of the Company; (ii) he has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) he has no relationship with any Directors, senior management, substantial or controlling shareholders of the Company; (iv) he does not hold any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) he has not received any punishment or regulatory sanction imposed by the China Securities Regulatory Commission and other relevant authorities or stock exchanges.
Mr. Liu will enter into a service contract with the Company and will not receive remuneration for his position as a non-executive Director.
As at the Latest Practicable Date, save as disclosed in this circular, the Board is not aware of any other information which shall be disclosed nor is/was Mr. Liu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter in relation to his appointment that needs to be brought to the attention of the Shareholders and the Hong Kong Stock Exchange.
The proposed appointment of Mr. Liu as a non-executive Director is subject to the approval of the Shareholders by way of ordinary resolution at the EGM. The term of office commences from the date of approval by the Shareholders at the EGM until the expiry of the term of office of the second session of the Board, which shall not exceed three years. Pursuant to the Articles, Mr. Liu will be subject to re-election upon the expiry of his term of office.
The Board considered and approved the appointment of Mr. Liu as a member of the Audit Committee and the Strategy Development Committee of the Board at the Board meeting held on January 27, 2026, subject to the approval of the appointment of Mr. Liu as a non-executive Director by the Shareholders at the EGM. The term of office shall commence from the date of approval of the election of Mr. Liu as a non-executive Director of the second session of the Board until the expiry of the term of the second session of the Board.
LETTER FROM THE BOARD
III. THE EGM
The EGM will be held with the combination of a physical meeting at Conference Room, 12 Baoshen South Street, Daxing Bio-Medicine Industry Park, Daxing District, Beijing, PRC and a virtual meeting online on Thursday, February 12, 2026 at 2:00 p.m.. Notice convening the EGM is set out in pages N-I-1 to N-I-2 of this circular and is available on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.biocytogen.com.cn).
IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES
For the purpose of determining the entitlement of H Shareholders to attend and vote at the EGM, the register of members of H Shares will be closed from Monday, February 9, 2026 to Thursday, February 12, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders who wish to be eligible to attend and vote at the EGM must deliver their transfer documents together with the relevant share certificates to the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, February 6, 2026. H Shareholders whose names appear on the register of members of H Shares on Thursday, February 12, 2026 shall be entitled to attend and vote at the EGM.
V. PROXY ARRANGEMENT OF H SHAREHOLDERS
The form of proxy of H Shareholders applicable for the EGM is available on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.biocytogen.com.cn).
If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy of H Shareholders in accordance with the instructions printed thereon. The form of proxy of H Shareholders should be returned to the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com) by using the user name and password provided on the notification letters sent by the Company, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2:00 p.m. on Wednesday, February 11, 2026) or any adjourned meeting thereof. Completion and return of the form of proxy of H Shareholders will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting should you so wish and in such event the forms of proxy of H Shareholders shall be deemed to be revoked.
LETTER FROM THE BOARD
VI. VOTING BY POLL
Any vote of Shareholders at the EGM must be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to the resolution proposed at the EGM.
To the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the EGM.
VII. RECOMMENDATIONS
The Board considers that the resolution proposed at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed resolution.
VIII. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
IX. MISCELLANEOUS
Unless stated otherwise, the English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
Biocytogen Pharmaceuticals (Beijing) Co., Ltd.
Shen Yuelei
Chairman of the Board, Chief Executive
Officer and Executive Director
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
百奧賽圖
BIOCYTOGEN
BIOCYTOGEN PHARMACEUTICALS (BEIJING) CO., LTD.
百奧賽圖(北京)醫藥科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2315)
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2026 first extraordinary general meeting (the "EGM") of Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (the "Company") will be held with the combination of a physical meeting at the conference room of 12 Baoshen South Street, Daxing Bio-Medicine Industry Park, Daxing District, Beijing, PRC and a virtual meeting online on Thursday, February 12, 2026 at 2:00 p.m. (Hong Kong Time) for the purpose of considering and, if deemed appropriate, approving the following resolution. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated January 27, 2026 (the "Circular").
ORDINARY RESOLUTION
- To consider and approve the proposed appointment of Mr. Liu Hongkong (劉弘康先生) as a non-executive director of the Company.
Details of the above resolution proposed at the EGM are contained in the Circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.biocytogen.com.cn).
By order of the Board
Biocytogen Pharmaceuticals (Beijing) Co., Ltd.
Shen Yuelei
Chairman of the Board, Chief Executive
Officer and Executive Director
Hong Kong, January 27, 2026
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
Notes:
- Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular of the Company dated January 27, 2026.
Registered H Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the EGM) for the proxy to receive the login access code to participate online in the e-Meeting System.
Registered H Shareholders will be able to attend the EGM, vote and submit questions online via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.
Non-registered holders whose H Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the "Intermediary") and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the EGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the e-Meeting System including the login details will be emailed to them by the Company's H share registrar, Tricor Investor Services Limited.
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For the purpose of determining the entitlement of H Shareholders to attend and vote at the EGM, the register of members of H Shareholders will be closed from Monday, February 9, 2026 to Thursday, February 12, 2026 (both days inclusive), during which period no transfer of H shares will be registered. In order to be eligible to attend and vote at the EGM, all transfers of H shares, accompanied by the relevant share certificates, must be lodged with the Company's H share registrars, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, February 6, 2026. H Shareholders whose names appear on the register of members of H Shareholders on Thursday, February 12, 2026 shall be entitled to attend and vote at the EGM.
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Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
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In order to be valid, the form of proxy of H Shareholders, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company's H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letters sent by the Company as soon as possible and in any event no later than 2:00 p.m. on Wednesday, February 11, 2026 or no less than 24 hours before the time appointed for holding the above mentioned meeting or any adjournment thereof. Completion and return of a form of proxy of H Shareholders will not preclude a H Shareholder from attending and voting at the EGM or any adjournment thereof, should they so wish.
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The resolution at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the Board comprises Dr. Shen Yuelei as chairman, chief executive officer and executive Director, Dr. Ni Jian as executive Director; Dr. Zhou Kexiang and Ms. Zhang Leidi as non-executive Directors; Mr. Hua Fengmao, Dr. Yu Changyuan and Ms. Liang Xiaoyan as independent non-executive Directors; and Ms. Li Yan as employee Director.
- N-I-2 -