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Giant Biogene Holding Co., Ltd Proxy Solicitation & Information Statement 2025
50553_rns_2025-04-28_40d95df4-1a27-4e2b-ab50-7632c0c77aa9.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 licensed dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Giant Biogene Holding Co., Ltd, 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.
巨子生物
GIANT BIOGENE
GIANT BIOGENE HOLDING CO., LTD
巨子生物控股有限公司
(An exempted company incorporated in the Cayman Islands with limited liability)
(Stock code: 2367)
PROPOSED RE-APPOINTMENT OF AUDITOR
PROPOSED RE-ELECTION OF DIRECTORS
PROPOSED GRANT OF GENERAL MANDATES
TO REPURCHASE SHARES AND ISSUE SHARES
PROPOSED DECLARATION AND DISTRIBUTION OF
FINAL DIVIDENDS AND SPECIAL DIVIDENDS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Giant Biogene Holding Co., Ltd to be held at No. 1855, Shanglin Yuan 7th Road, Chang'an District, Xi'an, Shaanxi Province, the PRC on Friday, 13 June 2025 at 1:30 p.m. is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, to be valid, 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 Hong Kong Share Registrar, 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 holding the Annual General Meeting or any adjournment thereof (as the case may be) (for Annual General Meeting, i.e. not later than Wednesday, 11 June 2025 at 1:30 p.m. (Hong Kong time)). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the Meeting if they so wish, and in such event, the form of proxy previously submitted will be deemed to be revoked.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.xajuzi.com).
References to time and dates in this circular are to Hong Kong time and dates.
29 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Re-appointment of Auditor 4
- Proposed Re-election of Directors 4
- Proposed Grant of General Mandate to Repurchase Shares 5
- Proposed Grant of General Mandate to Issue Shares 6
- Proposed Declaration and Distribution of Final Dividends and Special Dividends 6
- Annual General Meeting and Proxy Arrangement 7
- Responsibility Statement 7
- Recommendation 8
- General Information 8
Appendix I - Details of the Directors Proposed to be Re-elected at the Annual General Meeting 9
Appendix II - Explanatory Statement on the Share Repurchase Mandate 12
Notice of Annual General Meeting 15
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at No. 1855, Shanglin Yuan 7th Road, Chang'an District, Xi'an, Shaanxi Province, the PRC on Friday, 13 June 2025 at 1:30 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 19 of this circular, or any adjournment thereof
"Articles"/"Articles of Association"
the articles of the Company currently in force
"Board"
the board of Directors of our Company
"Company"
Giant Biogene Holding Co., Ltd (巨子生物控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 02367)
"Director(s)"
the director(s) of the Company
"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
"Latest Practicable Date"
22 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
"Listing Date"
4 November 2022
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Share(s)"
the ordinary share(s) in the issued share capital of the Company with a par value of US$0.00001 each or, if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
- 1 -
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DEFINITIONS
"Share Issue Mandate"
the general mandate proposed to be granted to the Directors to allot, issue or deal with new Shares of up to 20% in aggregate of the total number of issued Shares (excluding treasury shares) of the Company as at the date of passing of the ordinary resolution item 5 contained in the notice of the Annual General Meeting
"Share Repurchase Mandate"
the general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of up to 10% of the total number of issued Shares (excluding treasury shares) of the Company as at the date of passing of the ordinary resolution item 4 contained in the notice of the Annual General Meeting
"Shareholder(s)"
holder(s) of Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Code on Takeovers and Mergers approved by the Securities and Futures Commission, as amended from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules
LETTER FROM THE BOARD
巨子生物
GIANT BIOGENE
GIANT BIOGENE HOLDING CO., LTD
巨子生物控股有限公司
(An exempted company incorporated in the Cayman Islands with limited liability)
(Stock code: 2367)
Executive Directors:
Mr. Yan Jianya
(Chairman and chief executive officer)
Ms. Ye Juan
Ms. Fang Juan
Ms. Zhang Huijuan
Ms. Yan Yubo
Independent Non-executive Directors:
Mr. Huang Jin
Mr. Shan Wenhua
Ms. Wong Sze Wing
Registered Office:
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Head Office and Principal Place
of Business in China:
No. 1855, Shanglin Yuan 7th Road
Chang'an District, Xi'an
Shaanxi Province, the PRC
Principal Place of Business
in Hong Kong:
Room 1922, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay, Hong Kong
29 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED RE-APPOINTMENT OF AUDITOR
PROPOSED RE-ELECTION OF DIRECTORS
PROPOSED GRANT OF GENERAL MANDATES
TO REPURCHASE SHARES AND ISSUE SHARES
PROPOSED DECLARATION AND DISTRIBUTION OF
FINAL DIVIDENDS AND SPECIAL DIVIDENDS
AND
NOTICE OF ANNUAL GENERAL MEETING
- 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 13 June 2025.
LETTER FROM THE BOARD
2. PROPOSED RE-APPOINTMENT OF AUDITOR
Ernst & Young, which has audited the consolidated financial statements of the Company for the year ended 31 December 2024, will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offer itself for re-appointment.
The Board, upon the recommendation of the audit committee of the Company, proposed to re-appoint Ernst & Young as the auditor of the Company with a term commencing from the date of the conclusion of Annual General Meeting to the date of the conclusion of the 2025 annual general meeting of the Company, and authorize the Board to fix its remuneration.
3. PROPOSED RE-ELECTION OF DIRECTORS
Pursuant to Article 26.4 of the Articles, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. In accordance with the Article, Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing shall retire as Directors at the Annual General Meeting. All the aforesaid Directors are eligible and will offer themselves for re-election at the Annual General Meeting.
Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing have attended all meetings of the Board and the Board committees (which they serve) held during this financial year and up to the Latest Practicable Date. Details of the attendance records have been set out in the 2024 annual report of the Company. Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing have performed their functions and responsibilities through active participation in the affairs of the Board and introducing balanced views as well as knowledge, experience and expertise to the Board.
As the independent non-executive Directors who are eligible for the re-election at the Annual General Meeting, Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing have confirmed their independence pursuant to the independence factors set out in Rule 3.13 of the Listing Rules. Specifically, they have confirmed: (1) their independence pursuant to the factors set out in Rules 3.13(1) to (8) of the Listing Rules; (2) they have no past or present financial or other interest in the business of the Company or its subsidiaries and don't have any connection with any core connected person (as defined under the Listing Rules) of the Company; and (3) at the time of their appointment, there are no other factors that may affect their independence.
LETTER FROM THE BOARD
The Board was not aware of any matter that might adversely affect the independence of Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing. Based on the above, the Board considers that Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing are independent persons who will continue to be independent of the Company pursuant to Rule 3.13 of the Listing Rules, and bring valuable law, accounting, and financial management and other expertise to the Board for its efficient and effective functioning and diversity.
The nomination committee has reviewed the structure and composition of the Board, the confirmations and disclosures provided by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the review of the nomination principles and criteria as set out in the Company's Board diversity policy and Director nomination policy, as well as the Company's corporate strategy, and the independence of all independent non-executive Directors. Pursuant to the Board diversity policy, selection of Board candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, industry experience, technical capabilities, professional qualifications and skills, knowledge, length of service and other related factors. The Company will also consider its own business model and special needs. The ultimate selection of Director candidates will be based on expertise of the candidates and contribution that the candidates will bring to the Board. The nomination committee has recommended to the Board on re-election of all the retiring Directors.
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
4. PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES
At the 2023 annual general meeting of the Company held on 13 June 2024, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse upon 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 grant of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of up to 10% of the total number of issued Shares (excluding treasury shares) of the Company as at the date of passing of the ordinary resolution item 4 contained in the notice of the Annual General Meeting (on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting, being 103,590,400 Shares).
An explanatory statement required by the Listing Rules to be sent to the Shareholders is set out in Appendix II to this circular. This explanatory statement contains information reasonably necessary to enable Shareholders to make an informed decision on voting for or against the grant of the Share Repurchase Mandate.
LETTER FROM THE BOARD
5. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
At the 2023 annual general meeting of the Company held on 13 June 2024, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse upon the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the grant of the Share Issue Mandate to the Directors to allot, issue or deal with additional Shares of up to 20% in aggregate of the total number of issued Shares (excluding treasury shares) of the Company as at the date of passing of the ordinary resolution item 5 contained in the notice of the Annual General Meeting (on the basis that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting, being 207,180,800 Shares). An ordinary resolution to extend the Share Issue 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.
6. PROPOSED DECLARATION AND DISTRIBUTION OF FINAL DIVIDENDS AND SPECIAL DIVIDENDS
In accordance with the annual results announcement for the year ended on 31 December 2024 released by the Company on 26 March 2025, the Board proposed to distribute a final dividend of RMB0.6021 per ordinary share and a special dividend of RMB0.5921 per ordinary share, which is subject to the approval by Shareholders at the Annual General Meeting. The final dividends and special dividends will be paid in HK dollars, the exchange rate of which is based on the official exchange rate of HK dollars against Renminbi as announced by the People's Bank of China on the day when the Annual General Meeting is convened.
The final dividends and special dividends are expected to be paid on or around 29 August 2025 to the Shareholders whose names appear on the register of members of the Company at the close of business hours on 24 June 2025 if the dividends are approved by Shareholders at the Annual General Meeting.
The record date for determining the entitlement to the proposed final dividends and the special dividends is 24 June 2025. To determine the Shareholders entitled to the proposed final dividends and the special dividends, the register of members of the Company will be closed from 19 June 2025 to 24 June 2025, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to be qualified for the proposed final dividends and the special dividends, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on 18 June 2025.
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LETTER FROM THE BOARD
7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular.
Pursuant to the Listing Rules and the Articles, any vote of shareholders at a general meeting must 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 in accordance with the Listing Rules. 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.
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 10 June 2025 to Friday, 13 June 2025, both days 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, Shareholders of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 9 June 2025.
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 (http://www.hkexnews.hk) and the Company (http://www.xajuzi.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 notarially certified copy of that power of attorney or authority as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof (as the case may be) (for Annual General Meeting, i.e. not later than Wednesday, 11 June 2025 at 1:30 p.m. (Hong Kong time)). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting in person, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
8. 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
9. RECOMMENDATION
The Directors are of the opinion that the proposed re-election of retiring Directors, the grant of the Share Repurchase Mandate, the grant of the Share Issue Mandate, and the declaration and distribution of final dividends and special dividends are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favor of such resolutions to be proposed at the Annual General Meeting.
10. GENERAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices of this circular. The English text of this circular shall prevail over its respective Chinese text for the purpose of interpretation.
By order of the Board
Giant Biogene Holding Co., Ltd
Yan Jianya
Chairman of the Board
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APPENDIX I
DETAILS OF THE 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. Huang Jin
Mr. Huang Jin, aged 66, has been an independent non-executive Director of the Company since 6 October 2022. Mr. Huang is currently a member of the Audit Committee and Nomination Committee of the Company respectively. Mr. Huang has around 42 years of experience in the field of law. He has held various positions in Wuhan University (武漢大學) from December 1984 to February 2009, including teaching assistant, lecturer, associate professor, professor, and vice principal. He then was appointed as a professor and the principal of China University of Political Science and Law (中國政法大學) from February 2009 to April 2019. He has been the president of the China Society of Private International Law (中國國際私法學會) since 2003. He has been a senior professor of humanities and social sciences in Wuhan University since July 2024. He is currently a professor of the Academy for the Rule of Law (China University of Political Science and Law) (中國政法大學全面依法治國研究院). He has served as an independent director of Beijing Baimtec Material Co., Ltd. (北京航空材料研究院股份有限公司) since December 2021. He has served as an independent director of Cinda Securities Co., Ltd. (信達證券股份有限公司) since June 2023. Mr. Huang obtained a bachelor's degree in law from Hubei College of Finance and Economics (湖北財經學院) (currently known as the Zhongnan University of Economics and Law (中南財經政法大學)) in the PRC in January 1982. He obtained a master's degree in December 1984 and a doctoral degree in June 1988, both in international law, from Wuhan University in the PRC.
Mr. Huang Jin has entered into a letter of appointment with the Company for a term of three years commencing from 6 October 2022 or until the third annual general meeting of the Company from the Listing Date, whichever is earlier, subject always to re-election in accordance with the Articles of Association. In accordance with the letter of appointment entered into with the Company, Mr. Huang Jin is entitled to a Director's fee of RMB108,000 per annum, which is determined with reference to his skills, knowledge and experience, as well as his duties and responsibilities within the Company.
(2) Mr. Shan Wenhua
Mr. Shan Wenhua, aged 54, has been an independent non-executive Director of the Company since 6 October 2022. Mr. Shan is currently the chairman of the Remuneration Committee and a member of each of the Audit Committee, the Nomination Committee and the Corporate Governance Committee of the Company. Mr. Shan has extensive experience in the field of law. He was a lecturer and a vice researcher at the School of Law at Xiamen University (廈門大學) from 1996 to 1998. He was a visiting researcher at the Lauterpacht Centre for International Law at the University of Cambridge from 1998 to 1999. He then held various positions including lecturer, senior lecturer, reader, and professor in the Law School of Oxford Brookes University from 2002 to 2013. He was a visiting researcher at the National University of Singapore from 2004 to 2005. From 2005 to 2007, he served as the dean of the School of Humanities and Social Science at Xi'an Jiaotong University (西安交通大學), during which he was appointed as The Distinguished
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Professor for the Soar Scholar Talent Program (騰飛學者特聘教授). He assisted Xi'an Jiaotong University to found its School of Law in 2008 and was appointed as its first dean. He served as a Senior Fellow at the Lauterpacht Centre for International Law at the University of Cambridge from 2013 to 2020, and the assistant to the principal of Xi'an Jiaotong University from 2016 to 2018. He concurrently served as the dean of the School of International Education at Xi'an Jiaotong University from 2016 to 2021. Mr. Shan obtained the PRC lawyer certificate from the PRC Ministry of Justice in 1994. He was selected as a Special Government Allowance Expert by the PRC State Council in 2009 and as a Changjiang Scholar Chair Professor by the PRC Ministry of Education in 2008. Mr. Shan obtained the Qian Duansheng Award for Legal Research in 2014 from the Fund of Qian Duansheng Award for Legal Research, the First Pioneer Award for Innovative Talents in Chinese Think Tanks from the Chinese Academy of Social Sciences and the Chinese Academy of Social Sciences Evaluation Studies in 2018, and the Springer Nature Award for New Developments in China from Springer-Nature in 2019. He was awarded with the First Prize for Outstanding Achievements in Philosophy and Social Sciences of Shaanxi Province by the Shaanxi Provincial People's Government in 2019 and the First-class prize of Excellent Achievements in Scientific Research (Humanities and Social Sciences) of Higher Education Institutions by the PRC Ministry of Education in 2020. Mr. Shan obtained a bachelor's degree in law in July 1991 from the Sun Yet-Sen University in the PRC, a master's degree in corporate management from Jinan University (暨南大學) in the PRC in June 1994, a doctoral degree in international economic law from Xiamen University (廈門大學) in July 1996, and a doctoral degree in international law from the University of Cambridge in the United Kingdom in May 2004.
Mr. Shan Wenhua has entered into a letter of appointment with the Company for a term of three years commencing from 6 October 2022 or until the third annual general meeting of the Company from the Listing Date, whichever is earlier, subject always to re-election in accordance with the Articles of Association. In accordance with the letter of appointment entered into with the Company, Mr. Shan Wenhua is entitled to a Director's fee of RMB108,000 per annum, which is determined with reference to his skills, knowledge and experience, as well as his duties and responsibilities within the Company.
(3) Ms. Wong Sze Wing
Ms. Wong Sze Wing, aged 46, has been an independent non-executive Director of the Company since 6 October 2022. Ms. Wong is currently the chairman of the Audit Committee and a member of the Remuneration Committee of the Company. Ms. Wong has over 22 years of experience in accounting and management. She served as a manager at PricewaterhouseCoopers from September 2001 to October 2006. She then successively served as the chief financial officer of Orange Sky Entertainment Group (International) Holding Company Limited (橙天娛樂集團(國際)控股有限公司) from August 2007 to July 2008. She served as the joint company secretary of Yingde Gases Group Company Limited (盈德氣體集團有限公司) from February 2009 to March 2017 and has served as its chief financial officer since July 2010. She has been an independent non-executive director of Orange Sky Golden Harvest Entertainment (Holdings) Limited (a company listed on the Hong Kong Stock Exchange, stock code: 1132) since April 2010, an independent non-executive director of Rici Healthcare Holdings Limited (a company listed on the
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Hong Kong Stock Exchange, stock code: 1526) since June 2016, an independent non-executive director of Wangsu Science & Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange (stock code: 300017)) from March 2017 to June 2023, an independent non-executive director of REPT BATTERO Energy Co., Ltd. (a company listed on the Hong Kong Stock Exchange, stock code: 0666) since November 2022, and an independent non-executive director of Ganfeng Lithium Group Co., Ltd. (a company listed in Hong Kong Stock Exchange (stock code: 1772) and Shenzhen Stock Exchange (stock code: 002460)) from July 2018 to August 2024. She also served as an independent director of Zhejiang Dahua Technology Co., Ltd. (浙江大華技術股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 002236) from April 2017 to August 2020 and an independent non-executive director of Xinjiang La Chapelle Fashion Co., Ltd. (a company listed on the Hong Kong Stock Exchange, stock code: 06116) from January 2021 to June 2021. Ms. Wong obtained a bachelor's degree in business administration from the University of Hong Kong (香港大學) in Hong Kong in November 2001. She also obtained an EMBA from the China Europe International Business School (中歐國際工商學院) in the PRC in July 2012. Ms. Wong became a chartered member and then a fellow of the Hong Kong Institute of Certified Public Accountants in February 2004 and July 2016, respectively.
Ms. Wong Sze Wing has entered into a letter of appointment with the Company for a term of three years commencing from 6 October 2022 or until the third annual general meeting of the Company from the Listing Date, whichever is earlier, subject always to re-election in accordance with the Articles of Association. In accordance with the letter of appointment entered into with the Company, Ms. Wong Sze Wing is entitled to a Director's fee of RMB180,000 per annum, which is determined with reference to her skills, knowledge and experience, as well as her duties and responsibilities within the Company.
Save as disclosed above, as of the Latest Practicable Date, the above candidates for re-election of Directors do not have any other major appointments and professional qualifications, nor do any of them hold any positions within the Company or its subsidiaries or any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date. Meanwhile, none of them have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, save as disclosed above, to the best of the knowledge and belief of the Directors, the above candidates for re-election of Directors do not have any interests in the securities of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)). The above candidates for re-election of Directors confirm that there is no any other matter relating to his/her proposed appointment that needs to be brought to the attention of the Shareholders, nor is there any other information that is required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.
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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 voting for or against the ordinary resolutions to be proposed at the AGM in relation to the Share Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company was 1,035,904,000 Shares.
Subject to the passing of the ordinary resolution item 4 contained in the notice of the AGM in respect of the grant of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, being 1,035,904,000 Shares, the Directors shall be authorized to repurchase up to 103,590,400 Shares, representing 10% of the total issued Shares (excluding treasury shares) as at the date of the AGM, pursuant to the Share Repurchase Mandate during the period in which the Share Repurchase Mandate is in effect.
- REASONS FOR SHARE REPURCHASE
The Directors believe that the grant of the Share Repurchase Mandate is in the best interests of the Company and its Shareholders.
Repurchase of Shares 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 Board believes that such a repurchase will benefit the Company and its Shareholders.
- FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its Articles, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
- IMPACT OF SHARE REPURCHASE
There might be an adverse impact on the working capital or gearing position of the Company (as compared with its position disclosed in the audited accounts in the annual report of the Company for the year ended 31 December 2024) 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 propose to exercise the Share Repurchase Mandate to such extent, as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company, which in the opinion of the Directors are from time to time appropriate for the Company. In the event the Company conducts a repurchase of Shares, the Company may cancel such repurchased Shares and/or hold them as treasury shares subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases. All Shares held as treasury shares retain their listing status.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
5. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange for the 12 calendar months ended the Latest Practicable Date were as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 48.35 | 41.45 |
| May | 54.40 | 47.65 |
| June | 52.16 | 42.50 |
| July | 46.40 | 38.00 |
| August | 43.55 | 37.30 |
| September | 53.50 | 35.00 |
| October | 58.00 | 48.05 |
| November | 57.90 | 48.00 |
| December | 53.80 | 47.05 |
| 2025 | | |
| January | 57.90 | 45.20 |
| February | 65.50 | 55.60 |
| March | 75.20 | 62.00 |
| April (up to the Latest Practicable Date) | 80.80 | 60.30 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the grant of the Share Repurchase Mandate is approved by the Shareholders.
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 grant 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 Listing Rules and the applicable laws of the Cayman Islands.
The Company has confirmed that neither this explanatory statement nor the proposed Share Repurchase Mandate has any unusual features.
For Shares held in the Central Clearing and Settlement System (CCASS) as treasury shares pending resale on the Stock Exchange, the Company will take appropriate measures to ensure that no Shareholder's rights are exercised or any entitlements are
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
received (if such Shares are registered in the name of the Company as treasury shares, such rights or entitlements will be suspended in accordance with relevant laws). The Company has implemented the following measures: (i) the Company will instruct its brokers not to issue any voting instructions to Hong Kong Securities Clearing Company Limited for treasury shares held in CCASS at general meetings; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS and re-register them in the name of the Company as treasury shares or cancel them before the record date for the dividend or distribution, or take any other measures to ensure that no Shareholder's rights are exercised or any entitlements are received (if such Shares are registered in its name as treasury shares, such rights or entitlements will be suspended under applicable laws).
7. TAKEOVERS CODE
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 for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.
To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Yan Jianya was deemed to be interested in 589,350,972 Shares, representing approximately 56.89% of the issued shares of the Company. Juzi Holding Co., Ltd, Refulgence Holding Limited and Trident Trust Company (B.V.I.) Limited were deemed to control of exercise of 581,104,935 Shares, representing approximately 56.10% of the issued shares of the Company. In the event that the Directors fully exercise the power to repurchase Shares pursuant to the proposed Share Repurchase Mandate, the shareholdings of Dr. Fan Daidi and Mr. Yan Jianya in the Company would be increased to approximately 63.21% of the issued shares of the Company, and the shareholdings of Juzi Holding Co., Ltd, Refulgence Holding Limited and Trident Trust Company (B.V.I.) Limited in the Company would be increased to approximately 62.33% of the issued shares of the Company.
The Directors consider that the increases in shareholdings would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
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 total number of Shares held by the public falling below the prescribed minimum percentage required by the Stock Exchange.
8. SHARE REPURCHASE MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
NOTICE OF ANNUAL GENERAL MEETING
巨子生物
GIANT BIOGENE
GIANT BIOGENE HOLDING CO., LTD
巨子生物控股有限公司
(An exempted company incorporated in the Cayman Islands with limited liability)
(Stock code: 2367)
NOTICE IS HEREBY GIVEN that an annual general meeting of Giant Biogene Holding Co., Ltd (the "Company") will be held at No. 1855, Shanglin Yuan 7th Road, Chang'an District, Xi'an, Shaanxi Province, the PRC on Friday, 13 June 2025 at 1:30 p.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive the audited consolidated financial statements, directors' report and auditor's report of the Company for the year ended 31 December 2024.
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(a) To re-elect Mr. Huang Jin as an independent non-executive director;
(b) To re-elect Mr. Shan Wenhua as an independent non-executive director;
(c) To re-elect Ms. Wong Sze Wing as an independent non-executive director; and
(d) To authorize the board of directors to fix the respective directors' remuneration. -
To re-appoint Ernst & Young as the auditor of the Group and to authorize the board of directors to fix its remuneration.
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To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to the compliance with the 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 the shares of the Company in accordance with all applicable laws, rules and regulations;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of shares approved to be repurchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidations or subdivisions of the shares of the Company after the passing of this resolution); and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or other 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 at general meeting."
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to the compliance with the 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 in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers under all applicable laws, rules and regulations during or after the Relevant Period (as defined below);
(b) the total 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 issue of shares upon the exercise of options granted under a share option scheme of the Company; and
NOTICE OF ANNUAL GENERAL MEETING
(iii) any scrip dividend scheme or similar arrangement providing for the allotment in lieu of the whole or part of a dividend on the shares of the Company in accordance with the Articles of the Company;
shall not exceed 20% of the total issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidations or subdivisions of the shares of the Company after the passing of this resolution); and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or other 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 at general meeting.
"Rights Issue" means an offer of shares open for a period fixed by the directors to the 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 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 resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in resolution set out in item 5 of the Notice be and is hereby extended by the addition to the total 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 an amount representing the total number of shares may be repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the
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NOTICE OF ANNUAL GENERAL MEETING
Notice, provided that such number of shares shall not exceed 10% of the total issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidations or subdivisions of the shares of the Company after the passing of this resolution)."
- (a) To declare and distribute a final dividend of RMB0.6021 per ordinary share for the year ended 31 December 2024 to the shareholders of the Company;
(b) To declare and distribute a special dividend of RMB0.5921 per ordinary share for the year ended 31 December 2024 to the shareholders of the Company.
By order of the Board
Giant Biogene Holding Co., Ltd
Yan Jianya
Chairman of the Board
Xi'an, the PRC, 29 April 2025
As of the date of this announcement, the Board comprises Mr. Yan Jianya, Ms. Ye Juan, Ms. Fang Juan, Ms. Zhang Huijuan and Ms. Yan Yubo as executive directors, and Mr. Huang Jin, Mr. Shan Wenhua and Ms. Wong Sze Wing as independent non-executive directors.
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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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 requirements under the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend the meeting and vote on a poll on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
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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 notarially certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting (as the case may be) (for annual general meeting, i.e. not later than 1:30 p.m. on Wednesday, 11 June 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy previously submitted shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 10 June 2025 to Friday, 13 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at annual general meeting, unregistered shareholders of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 9 June 2025.
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The record date for determining the entitlement to the proposed final dividends and the special dividends will be 24 June 2025. To determine the entitlement of shareholders to the proposed final dividends and the special dividends, the register of the Company will be closed from 19 June 2025 to 24 June 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be qualified for the proposed final dividends and the special dividends, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on 18 June 2025.
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A circular containing further details concerning items 2 to 7 set out in the above notice will be published on the website of The Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company's website (http://www.xajuzi.com), together with the 2024 Annual Report of the Company today. It will also be dispatched to the Company's shareholders in accordance with the method of receiving corporate communications selected by them.
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References to time and dates in this notice are to Hong Kong time and dates.
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