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Cutia Therapeutics Proxy Solicitation & Information Statement 2026
50621_rns_2026-04-24_59f984cb-bb13-4e2c-8987-7b1dbf4b6192.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, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Cutia Therapeutics 科笛集团 (科笛集團), you should at once hand this circular, together with the enclosed 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 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.
Cutia Therapeutics
科笛集团
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2487)
(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS
(2) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
(3) PROPOSED RE-APPOINTMENT OF AUDITOR AND
(4) NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Cutia Therapeutics 科笛集团 (科笛集團) to be held at North Building, Building 2, 328 Wankang Road, Minhang District, Shanghai, PRC on Friday, 26 June 2026 at 10:00 a.m. is set out on pages 22 to 26 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 24 June 2026 (Hong Kong time)) or at any adjournment or postponement thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or at any adjournment or postponement thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked. Treasury shares, registered under the name of the Company, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall, upon depositing any treasury Shares in the CCASS, abstain from voting at any of its general meeting(s) in relation to those shares.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cutiatx.com).
References to time and dates in this circular are to Hong Kong time and dates.
24 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Re-election of Retiring Directors 5
- Proposed Granting of General Mandate to Repurchase Shares 5
- Proposed Granting of General Mandate to Issue Shares 6
- Proposed Re-appointment of Auditor 6
- Annual General Meeting and Proxy Arrangement 6
- Closure of Register of Members 7
- Recommendation 7
- Responsibility Statement 7
- General 8
- Miscellaneous 8
Appendix I - Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting 9
Appendix II - Explanatory Statement on the Share Repurchase Mandate 15
Notice of Annual General Meeting 22
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“6 Dimensions Affiliates”
6 Dimensions Affiliates Fund, L.P., a limited partnership incorporated in the Cayman Islands on 25 October 2017 and one of the controlling Shareholders
“6 Dimensions LP”
6 Dimensions Capital, L.P., a limited partnership incorporated in the Cayman Islands on 16 August 2017 and one of the controlling Shareholders
“Annual General Meeting”
the annual general meeting of the Company to be held at North Building, Building 2, 328 Wankang Road, Minhang District, Shanghai, PRC on Friday, 26 June 2026 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 22 to 26 of this circular, or any adjournment or postponement thereof
“Audit Committee”
the audit committee of the Board
“Board”
the board of Directors
“CCASS”
The Central Clearing and Settlement System established and operated by the HKSCC
“CEO”
chief executive officer of the Company
“CFO”
chief financial officer of our Company
“close associate(s)”
has the meaning ascribed to it under the Listing Rules
“Companies Act” or “Cayman Companies Act”
the Companies Act (2023 Revision) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Company”
Cutia Therapeutics 科笛集团 (科笛集團), an exempted company with limited liability incorporated under the laws of the Cayman Islands on 15 May 2019, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2487)
“controlling Shareholders”
has the meaning ascribed to it under the Listing Rules
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DEFINITIONS
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“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
“Hong Kong Stock Exchange” or “Stock Exchange” The Stock Exchange of Hong Kong Limited
“Issuance Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting
“Latest Practicable Date” 21 April 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular
“Listing Date” 12 June 2023, on which the Shares were listed on the Stock Exchange and from which dealings in the Shares were permitted to commence on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
“Memorandum and Articles of Association” the memorandum of association and articles of association of the Company, as amended, supplemented or otherwise modified from time to time
“Nomination Committee” the nomination committee of the Board
“PRC” the People’s Republic of China, but for the purpose of this circular and for geographical reference only and except where the context requires, excluding Taiwan, the Macao Special Administrative Region and Hong Kong
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DEFINITIONS
“Pre-IPO Equity Incentive Plan” the equity incentive plan adopted by the Company that took effect on 23 August 2019
“RMB” Renminbi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong as amended, supplemented or otherwise modified from time to time
“Share(s)” ordinary share(s) of USD0.00002 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
“Share Repurchase Mandate” a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting
“Shareholder(s)” holder(s) of Share(s)
“substantial Shareholders” has the meaning ascribed to it under the Listing Rules
“Suzhou 6 Dimensions” Suzhou 6 Dimensions Venture Capital Partnership L.P. (蘇州通和毓承投資合夥企業(有限合夥)), a limited partnership established in the PRC on 4 August 2017 and one of the controlling Shareholders
“Suzhou Frontline II” Suzhou Frontline BioVentures Venture Capital Fund II L.P. (蘇州通和二期創業投資合夥企業(有限合夥)), a limited partnership established in the PRC on 8 March 2016 and one of the controlling Shareholders
“Takeover Code” the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time
“treasury Shares” has the meaning ascribed to it under the Listing Rules, as amended from time to time
“%” per cent
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LETTER FROM THE BOARD
cutia
CUTIA THERAPEUTICS
Cutia Therapeutics
科笛集团
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2487)
Executive Directors:
Ms. Zhang Lele (張樂樂) (Chief executive officer of the Company)
Mr. Huang Yuqing (黃雨青) (Chief financial officer of the Company)
Non-executive Directors:
Dr. Chen Lian Yong (陳連勇) (Chairman)
Dr. Xie Qin (謝沁)
Mr. Lu Minfang (盧敏放)
Ms. Yang Yunxia (楊雲霞)
Independent Non-executive Directors:
Mr. Chung Ming Kit (鐘明杰)
Mr. Zhang Zhisong (張志萬)
Mr. Ye Xiaoxiang (葉曉翔)
Registered Office:
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands
Head Office and Principal Place of Business in the PRC:
20/F, Huanzhi Building
436 Heng Feng Road
Jingan District
Shanghai
China
Principal Place of Business in Hong Kong:
31/F, Tower Two
Times Square, 1 Matheson Street
Causeway Bay
Hong Kong
24 April 2026
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS
(2) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
(3) PROPOSED RE-APPOINTMENT OF AUDITOR AND
(4) NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Friday, 26 June 2026 including, among others, the proposed re-election of retiring Directors, the grant of the Share Repurchase Mandate, the Issuance Mandate and re-appointment of auditor for the Shareholders to consider and, if thought fit, approve the aforesaid matters.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 15.1 and Article 15.5 of the Memorandum and Articles of Association and following the review of the Board's composition by the Nomination Committee, non-executive Directors Mr. Lu Minfang, Ms. Yang Yunxia and independent non-executive Directors Mr. Chung Ming Kit, Mr. Zhang Zhisong and Mr. Ye Xiaoxiang shall retire from office by rotation at the Annual General Meeting. These Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
Each of Mr. Chung Ming Kit, Mr. Zhang Zhisong and Mr. Ye Xiaoxiang, all being independent non-executive Directors, has made an annual confirmation of independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors. The Board considers that all independent non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. In consideration of the background, specific knowledge and experience of Mr. Lu Minfang, Ms. Yang Yunxia, Mr. Chung Ming Kit, Mr. Zhang Zhisong and Mr. Ye Xiaoxiang, the Board believes that they could bring invaluable insights. Their in-depth knowledge, extensive experience and expertise continue to provide invaluable contribution and diversity to the Board.
Details of the above retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on 5 June 2025, a general unconditional mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Board to exercise all powers of the Company to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding 1,362,600 treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting (i.e. a total of 36,336,827 Shares on the basis that the issued Shares and the number of treasury Shares remain unchanged on the date of the Annual General Meeting).
LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 5 June 2025, a general unconditional mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue any new Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Board to exercise all powers of the Company to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares (excluding 1,362,600 treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 72,673,655 Shares on the basis that the issued Shares and the number of treasury Shares remain unchanged on the date of the Annual General Meeting). Subject to the passing of the ordinary resolutions to grant the Share Repurchase Mandate and the Issuance Mandate, an ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.
The Company hold 1,362,600 treasury Shares as at the Latest Practicable Date.
5. PROPOSED RE-APPOINTMENT OF AUDITOR
Ernst & Young will retire as the independent auditor of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.
Upon the recommendation of the Audit Committee and in accordance with Rule 13.88 of the Listing Rules, the Board proposed to pass an ordinary resolution to re-appoint Ernst & Young as the independent auditor of the Company and to hold office from the conclusion of the Annual General Meeting until the next annual general meeting of the Company and to authorise the Board to fix their remuneration for the year ending 31 December 2026. As Ernst & Young is relatively familiar with the Group's financials and affairs, the Board considers that the audit and other related work in respect of the Group for the year ending 31 December 2026 could be performed more efficiently by Ernst & Young, which is in the best interests of the Company and the Shareholders as a whole.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 22 to 26 of this circular.
Pursuant to the Listing Rules and the Memorandum and Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, 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. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
LETTER FROM THE BOARD
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cutiatx.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 24 June 2026, (Hong Kong time)) or any adjournment or postponement thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or at any adjournment or postponement thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.
7. CLOSURE OF REGISTER OF MEMBERS
For the purpose of ascertaining Shareholders who are entitled to attend and vote at the Annual General Meeting or any adjournment or postponement thereof, the register of members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the right to attend and vote at the Annual General Meeting or any adjournment or postponement thereof, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 22 June 2026. The Shareholders whose names appear on the register of members of the Company on Friday, 26 June 2026 are entitled to attend and vote at the Annual General Meeting.
8. RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors, granting of the Share Repurchase Mandate and the Issuance Mandate and re-appointment of auditor are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
9. 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.
LETTER FROM THE BOARD
10. GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
11. MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
Cutia Therapeutics
Zhang Lele
Chief Executive Officer and Executive Director
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) MR. LU MINFANG (盧敏放)
Mr. Lu Minfang (盧敏放), aged 57, was appointed as our non-executive Director on 30 December 2025. He is primarily responsible for providing strategic advice and recommendations on the operations and management of the Group.
Mr. Lu has been the partner of Yunfeng Investment Management (HK) Limited (“Yunfeng”) since June 2025. Prior to joining Yunfeng, Mr. Lu has served as an executive director of China Mengniu Dairy Company Limited (中國蒙牛乳業有限公司*), a company listed on the Stock Exchange (stock code: 2319), from September 2016 to October 2024, and as its chief executive officer from September 2016 to March 2024. Mr. Lu has been the chairman and a non-executive director of Yashili International Holdings Limited (雅士利國際控股有限公司) (Delisted, previous stock code: 1230), a company previously listed on the Stock Exchange and was privatised and delisted in 2023, from September 2016 to September 2023, and a non-independent director of Shanghai Milkground Food Tech Co., Ltd. (上海妙可藍多食品科技股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600882), from September 2021 to May 2024. Mr. Lu was a non-executive director of China Shengmu Organic Milk Limited (中國聖牧有機奶業有限公司), a company listed on the Stock Exchange (stock code: 1432), from July 2021 to May 2024. Mr. Lu was also the chairman and a non-executive director of China Modern Dairy Holdings Ltd. (中國現代牧業控股有限公司), a company listed on the Stock Exchange (stock code: 1117), from March 2017 to February 2023. From February 2005 to September 2016, Mr. Lu served as vice president (Greater China) of Danone Early Life Nutrition Greater China, and worked at Danone S.A. and its subsidiaries and Dumex Baby Food Co., Ltd. From October 1995 to February 2005, Mr. Lu served at Johnson & Johnson (China) Company Limited as a marketing manager.
Mr. Lu obtained his bachelor’s degree in biochemistry from Fudan University (復旦大學) in Shanghai in July 1991.
Save as disclosed above, Mr. Lu did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, Mr. Lu does not hold any other position with the Company and other members of the Group, and does not have any relationship with any other Director, senior management or substantial Shareholders or controlling Shareholders.
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For identification purpose only
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The Company has entered into a letter of appointment with Mr. Lu for an initial term of three years commencing from 30 December 2025, The letter of appointment may be terminated in accordance with the respective terms of the letter of appointment. According to the terms of the letter of appointment, Mr. Lu as a non-executive Director is not entitled to receive any director’s fee.
As at the Latest Practicable Date, Mr. Lu had no other interest in the Shares or underlying Shares within the meaning of Part XV of the SFO. Save as disclosed above, there is no information which is disclosable nor is Mr. Lu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Lu that need to be brought to the attention of the Shareholders.
(2) MS. YANG YUNXIA (楊雲霞)
Ms. Yang Yunxia (楊雲霞), aged 52, was appointed as our Director on 26 August 2020, and was re-designated as our non-executive Director on 15 November 2022. She is primarily responsible for providing strategic advice and recommendations on the operations and management of the Group.
Ms. Yang is a partner of HongShan. Prior to joining HongShan in May 2015, Ms. Yang successively served as an investment manager and a vice president in Legend Capital Co., Ltd. (君聯資本管理股份有限公司) from April 2011 to May 2015. From December 2009 to April 2011, she worked in Johnson & Johnson, a company listed on the New York Stock Exchange (stock code: JNJ).
Ms. Yang obtained a master’s degree in clinical medicine from Tongji Medical University (同濟醫科大學) (currently known as Tongji Medical College of Huazhong Technology University (華中科技大學)) in the PRC in July 1997, and a master’s degree of business administration from Duke University in the United States in May 2009.
Save as disclosed above, Ms. Yang did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, Ms. Yang does not hold any other position with the Company and other members of the Group, and does not have any relationship with any other Director, senior management or substantial Shareholders or controlling Shareholders.
The Company has entered into a service contract with Ms. Yang for an initial term of three years commencing from the Listing Date. The service contract may be terminated in accordance with the respective terms of the service contract. According to the terms of the service contract, Ms. Yang as a non-executive Director is not entitled to receive any director’s fee.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As at the Latest Practicable Date, Ms. Yang had no other interest in the Shares or underlying Shares within the meaning of Part XV of the SFO. Save as disclosed above, there is no information which is disclosable nor is Ms. Yang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Yang that need to be brought to the attention of the Shareholders.
(3) MR. CHUNG MING KIT (鍾明杰)
Mr. Chung Ming Kit (鍾明杰), aged 48, has been appointed as an independent non-executive Director with effect from the Listing Date. He is the chairman of the Audit Committee, a member of the Remuneration Committee and a member of the Nomination Committee. He is primarily responsible for supervising and providing independent advice on the operations and management of the Group.
Mr. Chung has over 20 years of experience in finance, accounting and management. He served as an auditor at Deloitte Touche Tohmatsu (德勤會計事務所) from September 2001 to April 2006. From June 2006 to March 2008, he served as the financial executive manager of Tomoike Industrial (HK) Ltd. (香港友池有限公司), a subsidiary of CDW Holding Limited (CDW控股有限公司), a company listed on the Singapore Exchange Securities Trading Limited (stock code: BXE). He worked in China Medical Technologies Inc. (中國醫療技術公司), a company previously listed on Nasdaq Stock Market (stock code: CMED) and delisted on February 2012, from April 2008 to January 2012, with his last position held as the group financial controller. And he worked at I.T. Limited, a company previously listed on the Hong Kong Stock Exchange (stock code: 999) and delisted on April 2021 due to privatization, from April 2012 to January 2014, with his last position held as the financial controller. From January 2014 to July 2017, he served as the chief financial officer and company secretary in China Fordoo Holdings Limited (中國虎都控股有限公司) (currently known as China Anchu Energy Storage Group Limited (中國安儲能源集團有限公司)), a menswear company listed on the Hong Kong Stock Exchange (stock code: 2399). From July 2017 to July 2019, he worked at New World Department Store China Limited (新世界百貨中國有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 825), where his last position was the chief financial officer. From September 2020 to September 2022, he served as the financial controller in Arredamenti Company Limited, and has been a non-executive director in Arredamenti Company Limited from September 2022 to December 2023. From September 2022 to July 2024, he also has been a chief financial officer in Computime Group Limited, a company listed on the Hong Kong Stock Exchange (Stock Code: 320) and he has been a company secretary from January 2024 to July 2024. Since December 2024, he is the chief financial officer in Sasa International Holdings Limited (a company listed on the Hong Kong Stock Exchange with stock code: 178) and has been a company secretary and executive director since April 2025 and June 2025, respectively.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Chung obtained a bachelor’s degree of business administration in accounting from Hong Kong University of Science and Technology in Hong Kong in November 2001. He obtained a certificate of membership from the Hong Kong Institute of Certified Public Accountants in January 2005 and then a fellow in October 2014. He was qualified as a chartered financial analyst in September 2008, granted by the Board of Governors of CFA Institute.
Save as disclosed above, Mr. Chung did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, Mr. Chung does not hold any other position with the Company and other members of the Group, and does not have any relationship with any other Director, senior management or substantial Shareholders or controlling Shareholders.
The Company has entered into a letter of appointment with Mr. Chung for an initial term of three years commencing from the Listing Date. The letter of appointment may be terminated in accordance with the respective terms of the letter of appointment. Mr. Chung is entitled to a remuneration of RMB350,000 per annum.
As at the Latest Practicable Date, Mr. Chung had no other interest in the Shares or underlying Shares within the meaning of Part XV of the SFO. Save as disclosed above, there is no information which is disclosable nor is Mr. Chung involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Chung that need to be brought to the attention of the Shareholders.
(4) MR. ZHANG ZHISONG (張志嵩)
Mr. Zhang Zhisong (張志嵩), aged 42, was appointed as our independent non-executive Director on 28 August 2025. He is a member of the Audit Committee and a member of the Nomination Committee. He is primarily responsible for providing strategic advice and recommendations on the operations and management of the Group.
Mr. Zhang became part of TUHU Car Inc. (the “TUHU Car”) in July 2021 and served as the deputy chief financial officer and senior vice president from July 2021 to July 2022. He has held the role of the chief financial officer of TUHU Car since July 2022. Prior to joining TUHU Car, Mr. Zhang served as executive director at Goldman Sachs (Asia) L.L.C. from 2018 to 2021. Prior to that, Mr. Zhang served as vice president at Citigroup Global Markets Asia Limited from 2015 to 2018 and associate at Merrill Lynch (Asia Pacific) Ltd. from 2014 to 2015. He also worked at Deutsche Bank AG as an associate from 2008 to 2014.
Mr. Zhang received his master’s degree in management from Cass Business School in the United Kingdom in October 2008.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Mr. Zhang did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, Mr. Zhang does not hold any other position with the Company and other members of the Group, and does not have any relationship with any other Director, senior management or substantial Shareholders or controlling Shareholders.
The Company has entered into a letter of appointment with Mr. Zhang for an initial term of three years commencing from 28 August 2025. The letter of appointment may be terminated in accordance with the respective terms of the letter of appointment. Mr. Zhang has agreed to act as an independent non-executive Director with a director’s fee of RMB350,000 per annum and has the opportunity to receive a discretionary bonus.
As at the Latest Practicable Date, Mr. Zhang had no other interest in the Shares or underlying Shares within the meaning of Part XV of the SFO. Save as disclosed above, there is no information which is disclosable nor is Mr. Zhang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.
(5) MR. YE XIAOXIANG (葉曉翔)
Mr. Ye Xiaoxiang (葉曉翔), aged 51, has been appointed as an independent non-executive Director with effect from the Listing Date. He is the chairman of the Remuneration Committee, a member of the Audit Committee and a member of the Nomination Committee. He is primarily responsible for supervising and providing independent advice on the operations and management of the Group.
From October 2003 to March 2016, Mr. Ye held various positions at Eisai China Holdings Ltd., a company wholly owned by Eisai Co., Ltd., a Japanese pharmaceutical company listed on the Tokyo Stock Exchange (stock code: 4523), including legal manager, senior director of the department of legal and compliance, and head of administration division, where he was mainly responsible for legal and compliance affairs. Since April 2016, Mr. Ye served as a vice president and general counsel in Eisai China Holdings Ltd. of China region.
Mr. Ye obtained a bachelor’s degree in engineering from Southwest Jiaotong University (西南交通大學) in the PRC in July 1996. He obtained a master’s degree in law from Nankai University (南開大學) in the PRC in July 2003. He obtained the Certificate of National Legal Professional Qualification issued by the Ministry of Justice of the PRC in September 2002, and the Certificate of Patent Agent Qualification issued by the China National Intellectual Property Administration in March 2003.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Mr. Ye did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, Mr. Ye does not hold any other position with the Company and other members of the Group, and does not have any relationship with any other Director, senior management or substantial Shareholders or controlling Shareholders.
The Company has entered into a letter of appointment with Mr. Ye for an initial term of three years commencing from the Listing Date. The letter of appointment may be terminated in accordance with the respective terms of the letter of appointment. Mr. Ye is entitled to a remuneration of RMB350,000 per annum.
As at the Latest Practicable Date, Mr. Ye had no other interest in the Shares or underlying Shares within the meaning of Part XV of the SFO. Save as disclosed above, there is no information which is disclosable nor is Mr. Ye involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Ye that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
- NUMBER OF ISSUED SHARES
As at the Latest Practicable Date, the issued Shares comprised 363,368,277 Shares, and the Company hold 1,362,600 treasury Shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued Shares and the number of treasury Shares remain unchanged on the date of or before the Annual General Meeting, i.e. being 363,368,277 Shares and 1,362,600 Shares respectively, the Board would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, approximately of 36,336,827 Shares, representing 10% of the total number of Shares in issue (excluding 1,362,600 treasury Shares) as at the date of the Annual General Meeting.
- REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.
Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
- FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its Memorandum and Articles of Association, the Companies Act (2023 Revision) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time, the applicable laws of the Cayman Islands, the Listing Rules and/or any other applicable laws, as the case may be.
- IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements for the year ended 31 December 2025) in the event that the Share Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
as would, in the circumstances, have a material adverse effect on the working capital requirements and/or the gearing levels of the Company. The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| April 2025 | 6.35 | 3.64 |
| May 2025 | 10.76 | 5.87 |
| June 2025 | 12.84 | 8.54 |
| July 2025 | 11.28 | 8.31 |
| August 2025 | 12.00 | 8.00 |
| September 2025 | 11.67 | 8.51 |
| October 2025 | 9.19 | 7.30 |
| November 2025 | 7.50 | 5.87 |
| December 2025 | 6.70 | 4.58 |
| January 2026 | 5.51 | 4.27 |
| February 2026 | 5.50 | 4.50 |
| March 2026 | 5.20 | 4.24 |
| April 2026 (up to the Latest Practicable Date) | 5.00 | 4.29 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, the Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
7. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, if a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company, it will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following Shareholders have beneficial interests representing 5% or more of the issued Shares within the meaning of Part XV of the SFO:
| Name of Shareholder | Capacity/nature of interest | Number of Shares held | Approximate percentage of shareholding as at the Latest Practicable Date (%) | If Share Repurchase Mandate is exercised in full as at the Latest Practicable Date (%) |
|---|---|---|---|---|
| 6 Dimensions LP (Note 1) | Beneficial owner | 61,771,710 | 16.94 | 18.81 |
| 6 Dimensions Capital GP, LLC (Note 1) | Interest in controlled corporation | 65,022,855 | 17.83 | 19.80 |
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
| Name of Shareholder | Capacity/nature of interest | Number of Shares held | Approximate percentage of shareholding as at the Latest Practicable Date (%) | If Share Repurchase Mandate is exercised in full as at the Latest Practicable Date (%) |
|---|---|---|---|---|
| Suzhou 6 Dimensions (Note 2) | Beneficial owner | 60,516,000 | 16.59 | 18.43 |
| Suzhou Tongyu Investment Management Partnership (Limited Partnership) (蘇州通毓投資管理合夥企業(有限合夥)) (“Tongyu Investment”) (Note 2) | Interest in controlled corporation | 60,516,000 | 16.59 | 18.43 |
| Suzhou Frontline II (Note 2) | Beneficial owner | 25,935,425 | 7.11 | 7.90 |
| Suzhou Fuyan Venture Capital Management Partnership (Limited Partnership) (蘇州富沿創業投資管理合夥企業(有限合夥)) (“Fuyan VC”) (Note 2) | Interest in controlled corporation | 25,935,425 | 7.11 | 7.90 |
| Suzhou Yunchang Investment Consulting Co., Ltd. (蘇州蘆長投資諮詢有限公司) (“Yunchang Investment”) (Note 2) | Interest in controlled corporation | 86,451,425 | 23.70 | 26.33 |
| Ms. Zhang Qiping (Note 2) | Interest in controlled corporation | 86,451,425 | 23.70 | 26.33 |
| Aurora Cutis Limited (Note 3) | Trustee | 28,353,323 | 7.77 | 8.63 |
| Futu Trustee Limited (Note 3) | Trustee | |||
| Custodian (other than an exempt custodian interest) | 48,462,964 | |||
| 548,665 | 13.44 | 14.92 |
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
| Name of Shareholder | Capacity/nature of interest | Number of Shares held | Approximate percentage of shareholding as at the Latest Practicable Date (%) | If Share Repurchase Mandate is exercised in full as at the Latest Practicable Date (%) |
|---|---|---|---|---|
| YF Dermatology Limited (Note 4) | Beneficial owner | 39,223,400 | 10.75 | 11.94 |
| Yunfeng Fund III, L.P. (“Yunfeng LP”) (Note 4) | Interest in controlled corporation | 39,223,400 | 10.75 | 11.94 |
| Yunfeng Investment III, Ltd. (“Yunfeng GP”) | Interest in controlled | 39,223,400 | 10.75 | 11.94 |
| HongShan Capital Growth Fund V, L.P (“HongShan Capital”) (Note 5) | Beneficial owner | 25,714,285 | 7.05 | 7.83 |
| HSG Growth V Holdco Q, Ltd (“HSG Growth V”) (Note 5) | Interest in controlled corporation | 25,714,285 | 7.05 | 7.83 |
| HSG Growth V Management, L.P. (“HSG LP”) (Note 5) | Interest in controlled corporation | 25,714,285 | 7.05 | 7.83 |
| HSG Holding Limited (Note 5) | Interest in controlled corporation | 25,714,285 | 7.05 | 7.83 |
| SNP China Enterprises Limited (Note 5) | Interest in controlled corporation | 25,714,285 | 7.05 | 7.83 |
| Mr. Neil Nanpeng Shen (Note 5) | Interest in controlled corporation | 25,714,285 | 7.05 | 7.83 |
Notes:
1. 6 Dimensions LP and 6 Dimensions Affiliates are limited partnerships whose general partner is 6 Dimensions Capital GP, LLC. As such, under the SFO, 6 Dimensions Capital GP, LLC is deemed to be interested in Shares held by 6 Dimensions LP and 6 Dimensions Affiliates.
2. Suzhou 6 Dimensions is a limited partnership whose general partner is Tongyu Investment. As such, under the SFO, Tongyu Investment is deemed to be interested in the Shares held by Suzhou 6 Dimensions.
Suzhou Frontline II is a limited partnership whose general partner is Fuyan VC. As such, under the SFO, Fuyan VC is deemed to be interested in the Shares held by Suzhou Frontline II.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
Tongyu Investment and Fuyan VC are limited partnerships whose general partner is Yunchang Investment, which is wholly owned by Ms. Zhang Qiping (spouse of Mr. Chen Ziqing (陳梓卿), who inherited the shares of Yunchang Investment following Mr. Chen Ziqing's passing). As such, under the SFO, each of Yunchang Investment, Ms. Zhang Qiping is deemed to be interested in the Shares held by Suzhou 6 Dimensions and Suzhou Frontline II.
-
Upon exercise of the options and settlement of the share awards granted under the Pre-IPO Equity Incentive Plan, a total of 54,019,020 Shares under the options and share awards granted under the Pre-IPO Equity Incentive Plan will be issued to Aurora Cutis Limited, a company incorporated in BVI and wholly owned by Futu Trustee Limited (the "Trustee"), the trustee of Aurora Cutis Employee Trust ("Trust I"), the trust set up by the Company to facilitate the administration of the Pre-IPO Equity Incentive Plan. Pursuant to the trust deed of Trust I, all options and share awards will be held by Aurora Cutis Limited and administered under Trust I by the Trustee, solely for the benefit of the identified grantees under the Pre-IPO Equity Incentive Plan. By virtue of the SFO, Futu Trustee Limited is deemed to be interested in the options and share awards held by Aurora Cutis Limited. From the Listing Date to 31 December 2025, 376,100 Shares were cancelled in Trust I.
-
YF Dermatology Limited is a private company controlled by Yunfeng LP, whose general partner is Yunfeng GP. As such, under the SFO, each of Yunfeng LP and Yunfeng GP is deemed to be interested in the Shares held by YF Dermatology Limited.
-
The general partner of HongShan Capital is HSG Growth V whose general partner is HSG LP. HSG Holding Limited is general partner of HSG LP, and it is a wholly-owned subsidiary of SNP China Enterprises Limited, whose sole shareholders Mr. Neil Nanpeng Shen. As such, under the SFO, each of HSG Growth V, HSG LP, HSG Holding Limited, SNP China Enterprises Limited and Mr. Neil Nanpeng Shen is deemed to be interested in the Shares held by HongShan Capital.
To the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Repurchase Mandate, the Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
In the opinion of the Directors, such increase would not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code and will not result in the number of Shares held by the public being reduced to less than 25%. The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued Shares would be in public hands. The Directors will not exercise the Share Repurchase Mandate to such extent so as to result in triggering takeover obligation or the public holding of Shares would be reduced below 25% of the issued Shares.
Save as the aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of an exercise of the Share Repurchase Mandate.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
8. SHARE REPURCHASE MADE BY THE COMPANY
In 2024, the Company repurchased a total of 1,362,600 Shares (the “Repurchased Shares”) on the Stock Exchange.
As of the Latest Practicable Date, the 1,362,600 Repurchased Shares were accounted for as treasury Shares of being used for incentives for eligible participants, sale or transfer to obtain liquidity and other purposes.
Save for the disclosed above, during the period from the six months immediately preceding the Latest Practicable Date, the Company had not made any repurchase of Shares on the Hong Kong Stock Exchange.
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NOTICE OF ANNUAL GENERAL MEETING
Cutia Therapeutics
科笛集团
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2487)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of Cutia Therapeutics (the "Company") will be held at North Building, Building 2, 328 Wankang Road, Minhang District, Shanghai, PRC on Friday, 26 June 2026 at 10:00 a.m. for the following purposes. In this notice, unless the context otherwise requires, capitalised terms and used herein shall have the same meanings as defined in the Company's circular (the "Circular") dated 24 April 2026.
ORDINARY RESOLUTIONS
- To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2025.
2(a). To re-elect Mr. Lu Minfang as a non-executive director of the Company;
2(b). To re-elect Ms. Yang Yunxia as a non-executive director of the Company;
2(c). To re-elect Mr. Chung Ming Kit as an independent non-executive director of the Company;
2(d). To re-elect Mr. Zhang Zhisong as an independent non-executive director of the Company;
2(e). To re-elect Mr. Ye Xiaoxiang as an independent non-executive director of the Company;
2(f). To authorise the board of directors of the Company to fix the respective directors' remuneration. -
To re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
-
22 -
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares for cancellation or to hold as treasury shares in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) 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 period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements
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NOTICE OF ANNUAL GENERAL MEETING
and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of any subscription rights which may be granted under any share option scheme or similar arrangement for the time adopted by the Company; and
(iii) any scrip dividend scheme 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 of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) 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 period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution 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 holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may
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NOTICE OF ANNUAL GENERAL MEETING
deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."
By Order of the Board
Cutia Therapeutics
Zhang Lele
Chief Executive Officer and Executive Director
Hong Kong, 24 April 2026
Notes:
-
All resolutions at the meeting 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
-
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. 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.
-
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Wednesday, 24 June 2026 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
NOTICE OF ANNUAL GENERAL MEETING
-
For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, 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 Monday, 22 June 2026. The Shareholders whose names appear on the register of members of the Company on Friday, 26 June 2026 are entitled to attend and vote at the Annual General Meeting.
-
A circular containing further details concerning items set out in the above notice will be sent to all shareholders of the Company together with the 2025 Annual Report.
-
If Typhoon Signal No. 8 or above, "extreme conditions" caused by super typhoons or a Black Rainstorm Warning Signal is in effect any time within 3 hours before the meeting time on the date of the meeting, then the meeting will be postponed. The Company will post an announcement on the website of the Company (www.cutiatx.com) and HKEXnews website (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled meeting. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations. "Business Day", in this context, shall mean a day (excluding Saturday) on which banks are open for general banking business in Hong Kong. Shareholders may contact Customer Service Hotline of Tricor Investor Services Limited at (852) 2980 1333 from 9:00 a.m. to 5:00 p.m., Monday to Friday (excluding public holidays) for any enquiry regarding the aforesaid arrangement.
-
References to time and dates in this notice are to Hong Kong time and dates.
This circular (in both English and Chinese versions) has been posted on the Company's website at www.cutiatx.com.
Shareholders may request for printed copy of the circular free of charge or change their choice of means of receipt and language of the Company's corporate communications by sending reasonable notice in writing to the Company's branch registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or by sending an email to [email protected].
Shareholders who have chosen to receive the Company's corporate communications in either English or Chinese version will receive both English and Chinese versions of this circular since both languages are bound together into one booklet.
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