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Biocytogen Pharmaceuticals (Beijing) Co., Ltd. — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
50515_rns_2026-04-23_409cbb47-01e7-47c0-b0d4-bb754adf09af.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the "AGM") 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 at 2:00 p.m. on Thursday, May 21, 2026 for the following purposes of considering and, if deemed appropriate, approving the following resolutions. Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular (the "Circular") of the Company dated April 23, 2026.
ORDINARY RESOLUTIONS
- To consider and approve the work report of the Board for 2025;
- To consider and approve the proposed re-appointment of KPMG, Certified Public Accountants as the auditor of the Company for 2026 and authorize the Board to fix its remuneration;
- To consider and approve the proposed remuneration (allowances) of Directors for 2026;
- To consider and approve the proposed 2025 profit distribution plan; and
- To consider and approve confirmation of the Company's daily related party transactions in 2025 and estimated daily related party transactions in 2026.
SPECIAL RESOLUTIONS
- To consider and approve the proposed application for comprehensive credit facilities and provision of guarantee for the Company and subsidiaries; and
- To consider and approve the proposed change of registered capital of the Company and the amendments to the Articles of Association.
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TO RECEIVE THE RELEVANT REPORTS
- To receive the remuneration plan for senior management of the Company for 2026; and
- To receive the work report of the independent non-executive Directors for 2025.
Details of the above resolutions proposed at the AGM are contained in the Circular, which is available on the websites of the 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, April 23, 2026
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Notes:
- Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular (the “Circular”) of the Company dated April 23, 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 AGM) for the proxy to receive the login access code to participate online in the eVoting Portal.
Registered H Shareholders will be able to attend the AGM, vote and submit questions online via the designated website (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 CCASS through banks, brokers, custodians or HKSCC may also be able to attend the AGM, 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 AGM 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 eVoting Portal including the login details will be emailed to them by the Company’s H Share Registrar, Tricor Investor Services Limited.
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The register of H Shareholders of the Company will be closed from Monday, May 18, 2026 to Thursday, May 21, 2026, both days inclusive, in order to determine the eligibility of the H Shareholders to attend and vote at the AGM to be held at 2:00 p.m. on Thursday, May 21, 2026. If H Shareholders wish to be eligible to attend and vote at the AGM, all transfer documents of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration before 4:30 p.m. on Friday, May 15, 2026. Shareholders whose names appear on the register of H Shareholders of the Company on Thursday, May 21, 2026 shall be entitled to attend and vote at the AGM.
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Shareholders who are entitled to attend and vote at the AGM 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 for 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 website (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, May 20, 2026 (Hong Kong time) 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 will not preclude a H Shareholder from attending in person and voting at the AGM or any adjournment thereof, should they so wish.
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All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the 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, Ms. Zhang Leidi and Dr. Liu Hongkong 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.