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Charmacy Pharmaceutical Co., Ltd. Proxy Solicitation & Information Statement 2026
50500_rns_2026-04-28_55e1faef-b154-4e4e-a4ac-bc31baf33d17.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 Charmacy Pharmaceutical Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or 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.
刪美·CH'MEI
Charmacy Pharmaceutical Co., Ltd.
創美藥業股份有限公司
(A joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2289)
(1) PROPOSED PROFIT DISTRIBUTION PLAN AND DECLARATION OF 2025 FINAL DIVIDEND;
(2) PROPOSED REMUNERATION OF THE DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR FOR 2026;
(4) PROPOSED APPLICATION FOR A COMPREHENSIVE REVOLVING CREDIT LINE FROM BANKS AND PROVISION OF GUARANTEE;
(5) PROPOSAL FOR GENERAL MANDATE TO ISSUE SHARES; AND
(6) NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 3 to 8 of this circular. A notice convening the annual general meeting of the Company (the "AGM") to be held at the Conference Room on 2nd Floor, No. 33, Liyu Street, Dongchong Town, Nansha District, Guangzhou City, Guangdong Province, the PRC at 3:00 p.m. on Friday, 22 May 2026, is set out on pages 9 to 12 of this circular.
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM must be deposited by hand or post to the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours (i.e. not later than 3:00 p.m. on Thursday, 21 May 2026) before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.
28 April 2026
CONTENTS
Pages
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF AGM ... 9
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DEFINITIONS
In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings:
“AGM” the annual general meeting of the Company to be convened and held on Friday, 22 May 2026 at 3:00 p.m. at the Conference Room on 2nd Floor, No.33, Liyu Street, Dongchong Town, Nansha District, Guangzhou City, Guangdong Province, the PRC or any adjournment thereof, the notice of which is set out on pages 9 to 12 of this circular
“Articles of Association” the articles of association of the Company as amended, modified or otherwise supplemented from time to time
“Board” the board of Directors
“Company” Charmacy Pharmaceutical Co., Ltd. (創美藥業股份有限公司), a joint stock company incorporate in the PRC with limited liability, the H Shares of which are listed and traded on the Stock Exchange (stock code: 2289)
“Director(s)” director(s) of the Company
“Group” the Company and its subsidiaries
“H Share(s)” overseas listed foreign share(s) in the share capital of the Company with nominal value of RMB1.00 each, which is/are listed and traded on the Stock Exchange
“H Shareholder(s)” holder(s) of the H Share(s)
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 21 April 2026, being the latest practicable date for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended, modified or otherwise supplemental from time to time
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- 2 -
DEFINITIONS
"PRC"
The People’s Republic of China which shall, for the purpose of this circular, exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"RMB"
Renminbi, the lawful currency of the PRC
"Share(s)"
the H Share(s)
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"treasury share(s)"
has the meaning ascribed to it under the Listing Rules
"%"
per cent
- For identification purpose only
LETTER FROM THE BOARD
创美·CH'MEI
Charmacy Pharmaceutical Co., Ltd.
創美藥業股份有限公司
(A joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2289)
Executive Directors:
Mr. Yao Chuanglong (Vice chairman)
Ms. Zheng Yuyan
Ms. Zhang Hanzi
Non-executive Directors:
Mr. Yan Jingbin (Chairman)
Ms. Fu Zheng
Mr. Xu Fei
Independent non-executive Directors:
Mr. Li Hanguo
Mr. Wan Chi Wai Anthony
Mr. Guan Jian (also known as Guan Suzhe)
Registered Office and Headquarters in the PRC:
No. 235 Song Shan North Road
Longhu District, Shantou City
Guangdong Province, the PRC
Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre
248 Queen's Road East, Wanchai, Hong Kong
28 April 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED PROFIT DISTRIBUTION PLAN AND DECLARATION OF 2025 FINAL DIVIDEND;
(2) PROPOSED REMUNERATION OF THE DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR FOR 2026;
(4) PROPOSED APPLICATION FOR A COMPREHENSIVE REVOLVING CREDIT LINE FROM BANKS AND PROVISION OF GUARANTEE;
(5) PROPOSAL FOR GENERAL MANDATE TO ISSUE SHARES; AND
(6) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide the Shareholders with information on, among other things, (i) the proposed profit distribution plan and declaration of 2025 final dividend; (ii) the proposed remuneration of the Directors; (iii) the proposed re-appointment of auditor for 2026; (iv) the proposed application for a comprehensive revolving credit line from banks and provision of guarantee; (v) the proposal for general mandate to issue Shares; and (vi) other matters contained in the notice of the AGM, so that the Shareholders may make an informed decision on voting in respect of these resolutions to be tabled at the AGM.
1. PROPOSED PROFIT DISTRIBUTION PLAN AND DECLARATION OF 2025 FINAL DIVIDEND
As stated in the Company's annual results announcement for the year ended 31 December 2025 dated 27 March 2026, the Board proposed to pay a final dividend of RMB0.30 per Share (inclusive of tax) for the year ended 31 December 2025 to the Shareholders whose names appear on the register of members of the Company as at 5 June 2026 (the "2025 Final Dividend"). Based on the number of 108,000,000 Shares in issue as at the Latest Practicable Date, the amount of the 2025 Final Dividend (if approved and paid) will be RMB32.4 million (inclusive of tax) in total. With respect to the distribution of the 2025 Final Dividend, the 2025 Final Dividend for H Shareholders in full circulation will be paid in RMB and the 2025 Final Dividend of the other H Shareholders will be paid in HK$ (the exchange rate for the calculation of the final dividend distributable in HK$ is based on the average benchmark exchange rate of RMB to HK$ as announced by the People's Bank of China in the 5 business days prior to the date of approval of the final dividend at the AGM). The proposed payment of the 2025 Final Dividend is subject to the approval of the Shareholders at the AGM, and the dividend payment date will be set on 25 June 2026. The specific arrangements for the payment of the 2025 Final Dividend (including the arrangement for withholding and remitting income tax) are as follows:
In accordance with the relevant provisions of the Law of the PRC on Enterprise Income Tax and its implementing rules, as well as the Document (GSH [2008] No. 897) issued by the State Administration of Taxation of the PRC, the Company is obliged to withhold and remit corporate income tax at a rate of 10% when distributing the 2025 Final Dividend to the Shareholders of non-resident enterprises registered on the register of members of the Company. Any H Shares registered in the name of a non-individual registered Shareholder such as HKSCC Nominees Limited, other nominee or trustee or other organisation or body will be treated as shares held by the Shareholders of non-resident enterprises and therefore dividends received thereon will be subject to corporate income tax. In accordance with the relevant provisions of the Law of the PRC on Individual Income Tax and its implementing regulations, as well as the Document (GSH [2011] No. 348) issued by the State Administration of Taxation of the PRC, the Company is required to withhold and remit non-resident individual income tax for non-resident individual H Shareholders. Overseas resident individual shareholders holding shares issued in Hong Kong by domestic non-foreign-invested enterprises are entitled to relevant tax incentives in accordance with the tax treaties signed between the countries in which they are residents and the PRC as well as the provisions of the taxation arrangements between the PRC and Hong Kong (or Macau). For individual H Shareholders, the Company will generally withhold and remit individual income tax on dividends at a rate of 10%, unless otherwise provided by tax laws, regulations and relevant tax treaties.
As far as the Shareholders in full circulation are concerned, in accordance with the relevant provisions of the Law of the PRC on Enterprise Income Tax and its implementing rules, their tax on dividend income shall be paid by themselves when the 2025 Final Dividend is distributed by the Company to the domestic corporate H Shareholders in full circulation and the Company will not withhold and remit enterprise income tax on their behalf. In accordance with the relevant provisions of the Law of the PRC on Individual Income Tax, the Company will withhold and remit on behalf of the individual H Shareholders in full circulation at a rate of 20% when the Company distributes the 2025 Final Dividend to them.
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LETTER FROM THE BOARD
The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the Shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the Shareholders or any disputes over the withholding and paying mechanism or arrangements.
The Company does not hold any treasury shares (including any, treasure shares held or deposited with the Central Clearing and Settlement System) and holders of treasury shares, if any, would not receive the dividend and distribution.
II. PROPOSED REMUNERATION OF THE DIRECTORS
In accordance with the Articles of Association and the relevant regulatory requirements, and with reference to, among other things, the actual conditions of the Company, the industry remuneration level of directors, and individual performance and contributions of the Directors, the remuneration package for the Directors for 2026 is proposed as follows:
| Name | Position | Remuneration and Allowance of the Directors (before Tax) |
|---|---|---|
| Yao Chuanglong | Executive Director | RMB50,000.00 |
| Zheng Yuyan | Executive Director | RMB50,000.00 |
| Zhang Hanzi | Executive Director | RMB50,000.00 |
| Yan Jingbin | Non-executive Director | — |
| Fu Zheng | Non-executive Director | — |
| Xu Fei | Non-executive Director | — |
| Li Hanguo | Independent Non-executive Director | RMB50,000.00 |
| Wan Chi Wai Anthony | Independent Non-executive Director | HK$144,000.00 |
| Guan Jian | Independent Non-executive Director | RMB50,000.00 |
As for the Directors who work in the Company, their actual remuneration and benefits are subject to their management duties.
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LETTER FROM THE BOARD
III. PROPOSED RE-APPOINTMENT OF AUDITOR FOR 2026
Pan-China Certified Public Accountants LLP will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment as the auditor of the Company.
The Board proposed to re-appoint Pan-China Certified Public Accountants LLP as the auditor of the Company for 2026 and to hold office until the conclusion of the next annual general meeting of the Company.
IV. PROPOSED APPLICATION FOR A COMPREHENSIVE REVOLVING CREDIT LINE FROM BANKS AND PROVISION OF GUARANTEE
According to the Company’s financing situation in 2025 and the financing plan arrangement in 2026, in order to meet the capital needs of the Group for future business development, it is proposed that the Group will apply for a comprehensive revolving credit line of no more than RMB2.8 billion from banks in 2026. The variety of the comprehensive revolving credit line includes but is not limited to short-term working capital loans, long-term borrowings, bank acceptance bills, commercial acceptance bills, letters of guarantee, factoring, letters of credit, trade financing, mortgage loans and pledge loan.
The Group will use its assets to provide limited or joint and several liability guarantees for credit and loan applications from banks within the Group (between the Company and its subsidiaries) depending on the specific circumstances, with specific guarantees including but not limited to credit support, guarantee, mortgage and pledge.
The above-mentioned comprehensive revolving credit line is valid from the date of approval at the AGM to the date of the next annual general meeting of the Company. In order to streamline the procedures of bank loans, Mr. Yao Chuanglong, the president of the Company, is authorised to fully represent the Group in completing relevant procedures within the comprehensive revolving credit line approved by the bank and to sign all contracts, agreements, certificates and other legal documents related to the credit granting and guarantee within the approved credit line. The specific credit granting bank, credit line, credit term and guarantee status shall be subject to the actually signed agreement.
V. PROPOSAL FOR GENERAL MANDATE TO ISSUE SHARES
The general mandate to issue new Shares will be put forward at the AGM for the Shareholders’ approval as a special resolution. For details, please refer to resolution No. 7 in the notice of the AGM set out on pages 9 to 12 of this circular.
As at the Latest Practicable Date, the Company had 108,000,000 issued Shares. Subject to the passing of the general mandate to issue new Shares at the AGM and on the basis that no further Shares are issued before the AGM, the Board will have the power to issue up to 21,600,000 Shares (i.e. 20% of the total issued Shares).
Any exercise of the power by the Board under the general mandate shall comply with the PRC Company Law and the Listing Rules (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained. The general mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of a period of 12 months after this resolution as a special
LETTER FROM THE BOARD
resolution has been passed at the AGM; or (c) the revocation or variation of the authority given under this resolution by a special resolution of the Company in any general meeting.
VI. CLOSURE OF BOOKS
In order to determine the Shareholders who are entitled to attend the AGM, the register of members of the Company will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026 (both days inclusive), during which period no transfer of Shares can be registered. In order to be qualified to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificate(s) must be lodged with the Company’s shares registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 18 May 2026. Shareholders whose names appear on the register of members of the Company at the close of business on Friday, 22 May 2026 are entitled to attend and vote at the AGM.
In order to determine the Shareholders who are entitled to receive the 2025 Final Dividend, the register of members of the Company will be closed from Friday, 29 May 2026 to Friday, 5 June 2026 (both days inclusive), during which period no transfer of Shares can be registered. In order to be qualified to receive the 2025 Final Dividend, all transfer documents accompanied by the relevant share certificate(s) must be lodged with the Company’s shares registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 28 May 2026. Shareholders whose names appear on the register of members of the Company on Friday, 5 June 2026 are entitled to receive the 2025 Final Dividend. The proposed 2025 Final Dividend will be paid on Friday, 25 June 2026 following the approval at the AGM.
VII. AGM
A notice convening the AGM to be held at the Conference Room on 2nd Floor, No. 33, Liyu Street, Dongchong Town, Nansha District, Guangzhou City, Guangdong Province, the PRC at 3:00 p.m. on Friday, 22 May 2026, is set out on pages 9 to 12 of this circular.
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM must be deposited by hand or post, for Shareholders, to the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours (i.e. no later than 3:00 p.m. on Thursday, 21 May 2026) before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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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 misleading.
Recommendations
The Directors consider that the proposed resolutions set out in the notice of the AGM are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Director, recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
Miscellaneous
The Chinese text of this circular shall prevail over the English text for the purpose of interpretation.
Yours faithfully
For and on behalf of the Board
Charmacy Pharmaceutical Co., Ltd.
Yan Jingbin
Chairman
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NOTICE OF ANNUAL GENERAL MEETING
刪美·CH'MEI
Charmacy Pharmaceutical Co., Ltd.
創美藥業股份有限公司
(A joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2289)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Charmacy Pharmaceutical Co., Ltd. (the "Company") will be held at 3:00 p.m. on Friday, 22 May 2026 at the Conference Room on 2nd Floor, No. 33, Liyu Street, Dongchong Town, Nansha District, Guangzhou City, Guangdong Province, the PRC for the purpose of considering and, if thought fit, passing the following resolutions:
AS ORDINARY RESOLUTIONS
- To consider and, if thought fit, approve the report of the board (the "Board") of directors (the "Director(s)") of the Company for the year ended 31 December 2025.
- To consider and, if thought fit, approve the report of the auditor and the audited financial statements of the Company for the year ended 31 December 2025.
- To consider and, if thought fit, approve the profit distribution plan and declaration of final dividend for the year ended 31 December 2025.
- To consider and, if thought fit, approve the remuneration of the Directors for the year 2026.
- To consider and, if thought fit, approve the re-appointment of Pan-China Certified Public Accountants LLP as the auditor of the Company for the year 2026, to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
- To consider and, if thought fit, approve the Company and its subsidiaries' application of a comprehensive revolving credit line of no more than RMB2.8 billion from banks and provision of guarantee, and fully authorise Mr. Yao Chuanglong, the president of the Company, to handle the relevant procedures within the approved support limit, during the period from the date when this proposal is passed at the AGM to the conclusion of the next annual general meeting, and sign all the relevant documents.
AS SPECIAL RESOLUTION
- To grant a general mandate to the Board to allot, issue and deal with shares not exceeding 20% of the issued shares of the Company and authorise the Board to make corresponding
NOTICE OF ANNUAL GENERAL MEETING
amendments to the articles of association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares:
“THAT
(A) (a) subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the articles of association of the Company and the applicable laws and regulations of the People’s Republic of China, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional shares of the Company and to determine the terms and conditions for the allotment and issue of new shares including the following terms:
(i) class and number of new shares to be issued;
(ii) issue price of new shares;
(iii) starting and closing dates for the issue;
(iv) class and number of new shares to be issued to existing shareholders of the Company; and
(v) making or granting of offers, agreements and options which might require the exercise of such powers.
(b) the approval in paragraph (a) shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) each of the total number of the shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of the total number of shares in issue as at the date of passing this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and
(d) for the purposes 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 12-month period following the passing of this resolution as a special resolution at the AGM; or
(iii) the revocation or variation of the authority given under this resolution by a special resolution of the Company in a general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors to the holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (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 obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.
NOTICE OF ANNUAL GENERAL MEETING
(B) The Board be and is hereby authorised to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issue of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution."
By order of the Board
Charmacy Pharmaceutical Co., Ltd.
Yan Jingbin
Chairman
Shantou, the PRC, 28 April 2026
Notes:
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All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
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The register of members of the Company will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 18 May 2026.
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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.
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In order to be valid, the proxy form for the AGM must be deposited by hand or post to the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours (i.e. not later than 3:00 p.m. on Thursday, 21 May 2026) before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.
If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company's individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/ she/they have been duly authorised.
A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the shares are transferred, provided that no notice in writing of such matters shall have been received by the Company
NOTICE OF ANNUAL GENERAL MEETING
prior to the above meeting.
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Shareholders or their proxies shall provide their identity documents when attending the AGM.
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In case of joint holders of any share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
As at the date of this notice, the executive Directors are Mr. Yao Chuanglong, Ms. Zheng Yuyan and Ms. Zhang Hanzi; the non-executive Directors are Mr. Yan Jingbin, Ms. Fu Zheng and Mr. Xu Fei; and the independent non-executive Directors are Mr. Li Hanguo, Mr. Wan Chi Wai Anthony, and Mr. Guan Jian (also known as Guan Suzhe).