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InnoScience (Suzhou) Technology Holding Co., Ltd. AGM Information 2026
50685_rns_2026-04-30_9771643d-0f15-431d-aa70-32ae751419be.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered dealers in securities, bank manager, solicitors, professional accountant or other professional adviser.
If you have sold or transferred all your shares in InnoScience (Suzhou) Technology Holding Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.
InnoScience (Suzhou) Technology Holding Co., Ltd.
英諾賽科(蘇州)科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2577)
2025 FINANCIAL REPORT
2025 FINANCIAL SETTLEMENT REPORT
2025 PROFIT DISTRIBUTION PLAN
2025 ANNUAL REPORT
2025 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
DIRECTORS' REMUNERATION FOR 2025
REMUNERATION PLAN FOR DIRECTORS FOR 2026
RE-APPOINTMENT OF AUDITOR FOR 2026
GUARANTEES FOR SUBSIDIARIES
PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
PROPOSED GRANT OF GENERAL MANDATE TO
REPURCHASE H SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of InnoScience (Suzhou) Technology Holding Co., Ltd. to be held at 4:00 p.m. on Friday, May 22, 2026 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC is set out on pages 13 to 17 of this circular. A form of proxy for use at the AGM is also enclosed and is available on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com).
Whether or not you are able to attend the AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same as soon as possible but in any event not later than 24 hours before the time appointed for holding the AGM or any adjournment thereof (i.e. not later than 4:00 p.m. on Thursday, May 21, 2026) to the Company's H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and, in such event, the completed and returned form of proxy will be deemed to be revoked.
All references to dates and times in this circular refer to dates and times in Hong Kong.
April 30, 2026
CONTENT
Page
Definitions 1
Letter from the Board
- Introduction 3
- 2025 Financial Report 4
- 2025 Financial Settlement Report 4
- 2025 Profit Distribution Plan 4
- 2025 Annual Report 4
- 2025 Environmental, Social and Governance Report 4
- Directors' Remuneration for 2025 5
- Remuneration Plan for Directors for 2026 6
- Re-appointment of Auditor for 2026 7
- Guarantees for Subsidiaries 7
- Proposed Grant of General Mandate to Issue Shares 8
- Proposed Grant of General Mandate to Repurchase H shares 8
- Notice of Annual General Meeting 8
- Recommendation 9
- Responsibility Statement 9
Appendix I - Explanatory Statement Relating to Share Repurchase Mandate 10
Notice of Annual General Meeting 13
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms shall have the following meanings:
"Annual General Meeting" or "AGM"
The Annual General Meeting of the Company, or any adjournment thereof, to be held at 4:00 p.m. on Friday, May 22, 2026 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC
"Articles of Association"
the Articles of Association of the Company currently in force
"Associates"
shall bear the meaning ascribed thereto under the Listing Rules
"Board"
the Board of Directors of the Company
"China" or "PRC"
People's Republic of China. For the purposes of this document only and unless the context otherwise requires, excluding Hong Kong, Macau and Taiwan
"Company"
InnoScience (Suzhou) Technology Holding Co., Ltd., a company limited by shares incorporated under the laws of China, with its H Shares listed on the Stock Exchange (stock code: 2577)
"Company Law"
the Company Law of the People's Republic of China
"Director"
a director of the Company
"Domestic Unlisted Shares"
ordinary shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are not listed on any stock exchange
"Group"
the Company and its subsidiaries and group members from time to time
"H Shares"
Ordinary shares with a nominal value of RMB1.00 each in the share capital of the Company to be subscribed and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange
"HK$"
the lawful currency of Hong Kong, Hong Kong Dollar
- 1 -
DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Hong Kong Stock Exchange" or "SEHK"
the Stock Exchange of Hong Kong Limited, a wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited
"Issue Mandate"
Proposed general mandate to the Board of Directors to allot, issue or deal with (including the sale or transfer of any treasury shares) additional shares not exceeding 20% of the total number of shares in issue (excluding any treasury shares) as at the date of passing the relevant resolution, respectively
"Latest Practicable Date"
April 30, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, as amended from time to time
"RMB"
China's legal currency RMB
"Shares"
Ordinary shares with a nominal value of RMB1.00 each in the share capital of the Company, including Domestic Unlisted Shares and H shares
"Shareholder(s)"
holders of H shares
"Share Repurchase Mandate"
Proposed general mandate to be granted to the Board at the AGM to repurchase on the Stock Exchange not more than 10% of the total number of H shares in issue as at the date of passing of the relevant resolution (excluding any treasury shares)
"Takeovers Code"
the Code on Takeovers and Mergers and Share Repurchases issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time
"Treasury share(s)"
has the meaning ascribed to it in the Hong Kong Listing Rules (as amended from time to time) effective on 11 June 2024
"%"
percentage
- 2 -
LETTER FROM THE BOARD
Innoscience
英诺賽科
InnoScience (Suzhou) Technology Holding Co., Ltd.
英諾賽科(蘇州)科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2577)
Executive Directors:
Dr. Weiwei LUO (Chairperson of the Board)
Mr. Jay Hyung SON
Dr. WU Jingang (Chief Executive Officer)
Mr. ZHONG Shan (Chief Financial Officer)
Non-executive Directors:
Dr. WANG Can
Ms. ZHANG Yanhong
Ms. CUI Mizi
Independent non-executive Directors:
Mr. WONG Hin Wing, MH, JP
Dr. YI Jiming
Dr. YANG, Simon Shi-Ning
Dr. CHAN, Philip Ching Ho
Registered office,
headquarters and principal place
of business in China:
No. 98 Xinli Road
Beishe, Lili Town
Wujiang District,
Suzhou
Jiangsu Province,
PRC
Principal place of
business in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai, Hong Kong
April 30, 2026
To the Shareholders
Dear Sir or Madam,
2025 FINANCIAL REPORT
2025 FINANCIAL SETTLEMENT REPORT
2025 PROFIT DISTRIBUTION PLAN
2025 ANNUAL REPORT
2025 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
DIRECTORS' REMUNERATION FOR 2025
REMUNERATION PLAN FOR DIRECTORS FOR 2026
RE-APPOINTMENT OF AUDITOR FOR 2026
GUARANTEES FOR SUBSIDIARIES
PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide shareholders with information on certain resolutions to be proposed at the Annual General Meeting.
LETTER FROM THE BOARD
2. 2025 FINANCIAL REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Financial Report, the full text of which is set out in the 2025 Annual Report of the Company.
3. 2025 FINANCIAL SETTLEMENT REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Financial Settlement Report, the full text of which is set out in the 2025 Annual Report of the Company.
4. 2025 PROFIT DISTRIBUTION PLAN
An ordinary resolution will be proposed at the AGM for Shareholders’ consideration and approval of the 2025 Profit Distribution Plan. Taking into account the fact that the Company is not yet profitable and the need for long-term sustainable development, based on the long-term interests of Shareholders, the Board has considered and decided that no profit distribution will be made for the Year.
5. 2025 ANNUAL REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Annual Report. The 2025 Annual Report has been published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com).
6. 2025 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 ESG Report. The 2025 ESG Report has been published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com).
LETTER FROM THE BOARD
7. DIRECTORS' REMUNERATION FOR 2025
Based on the actual situation of the Company and the actual work of the Directors in 2025, the remuneration of the Directors in 2025 is as follows:
(1) Non-independent Directors receive remuneration in accordance with the remuneration policy and system of the Company for their positions held in the Company, and if a non-independent Director also serves as executive Director, his/her allowance is included in his/her total remuneration paid for his/her position in the Company and no separate payment will be made, the details of which are set out below:
Unit: RMB
| Name | Salaries | Bonuses | Pensions (borne by the Company) | Total |
|---|---|---|---|---|
| Dr. Weiwei Luo | 3,101,449 | 728,597 | 160,559 | 3,990,605 |
| Mr. Jay Hyung Son | 1,854,959 | 517,696 | – | 2,372,655 |
| Dr. Wu Jingang | 3,704,681 | 1,698,361 | 52,817 | 5,455,859 |
| Mr. Zhong Shan | 1,667,186 | 674,590 | 47,543 | 2,389,319 |
(2) Dr. Wang Can, Ms. Zhang Yanhong and Ms. Cui Mizi, who are Directors holding no position in the Company, do not receive any remuneration from the Company, except for being paid reasonable remuneration for specific services rendered by them to the Company, subject to the completion of necessary decision-making procedures; and
(3) The allowance for independent non-executive Directors is RMB40,000 per month (before tax).
An ordinary resolution will be proposed at the AGM to consider and approve the Directors' Remuneration for 2025.
LETTER FROM THE BOARD
8. REMUNERATION PLAN FOR DIRECTORS FOR 2026
In order to further improve its incentive and restraint mechanism, effectively mobilize the motivation and creativity of the Directors, and promote higher work efficiency and operating profit, after taking into account the remuneration level of the Directors for the year 2026, the Company has determined the Directors' remuneration packages for 2026, the details of which are set out below:
I. Target: Directors
II. Term: January 1, 2026 to December 31, 2026
III. Remuneration Standards:
(1) Executive Directors receive remuneration in accordance with the remuneration policy and system of the Company for their positions held in the Company, and the estimated remuneration is set out below:
Unit: RMB
| Name | Salaries | Bonuses | Total |
|---|---|---|---|
| Dr. Weiwei Luo | 3,255,625 | 1,356,816 | 4,612,441 |
| Dr. Wu Jingang | 3,999,996 | 3,000,000 | 6,999,996 |
| Mr. Jay Hyung Son | 2,002,582 | – | 2,002,582 |
| Mr. Zhong Shan | 1,750,000 | 675,000 | 2,425,000 |
Non-executive Directors do not receive any remuneration from the Company.
(2) The allowance for independent non-executive Directors is RMB40,000 per month (before tax).
IV. Miscellaneous
(1) If a Director of the Company leaves his/her office due to a general election, re-election or resignation during his/her term of office, his/her remuneration shall be calculated and paid according to his/her actual term of office.
(2) The remuneration of Directors of the Company shall be paid on a regular basis in accordance with the regulations of the Company, and the Company may make adjustment to the remuneration package with reference to the industry conditions, actual operating conditions, and the specific performance of the relevant personnel.
LETTER FROM THE BOARD
An ordinary resolution will be proposed at the AGM to consider and approve the Remuneration Plan for Directors for 2026.
9. RE-APPOINTMENT OF AUDITOR FOR 2026
In 2026, the Company intends to re-appoint KPMG as the auditor of the Company for the year 2026, responsible for providing the audit of the financial statements for 2026 and the review of the interim financial statements, for a term of one year from the date of approval at the AGM until the conclusion of the 2026 annual general meeting of the Company. The estimated audit fee has been determined after due consideration and arm's length negotiations between the Company and KPMG. Having considered potential new audit matters for 2026, as well as the increase in audit procedures resulting from the expansion of the Company's asset size, revenue and client base, the audit fee is not expected to exceed RMB3.5 million for the financial year ending December 31, 2026, and it is proposed that the general meeting authorize the Board to determine the specific amount of such remuneration.
The estimated audit fee also assumes that there will be no material change in the Group's operations, accounting policies or regulatory environment during the financial year. Unless there is a material change in the basis or assumptions set out above, the final audit fee should not deviate materially from the estimated amount initially disclosed. In the event of any material change, the Company will make further disclosure as appropriate.
A special resolution will be proposed at the AGM to consider and approve the re-appointment of auditor for 2026.
10. GUARANTEES FOR SUBSIDIARIES
In order to meet the needs of the subsidiaries of the Company for production, operation and business expansion, according to the Group's annual capital requirements and credit plan, and subject to the compliance with domestic and foreign laws and regulations and the regulatory rules where the shares of the Company are listed, the Company intends to provide total guarantee amount for its subsidiaries of no more than RMB1.01 billion. The guarantee methods include joint and several liability guarantee, etc., and the guarantee amount includes new guarantees and the extension or renewal of the original guarantees.
The total guarantee amount shall be valid from the date of the approval of this resolution at the AGM until the date of the conclusion of the 2026 annual general meeting. If the duration of a single guarantee exceeds the validity period of the resolution, the validity period of the resolution will be automatically extended until the termination of the single guarantee, and the specific guarantee period will be subject to the requirements of creditors and the final contract agreement. During the validity period of the guarantee amount, the total guarantee amount may be applied on a revolving basis, and the above guarantee amount may be adjusted between the subsidiaries and the creditors according to the actual business needs.
- 7 -
LETTER FROM THE BOARD
A special resolution will be proposed at the AGM to consider and approve the matters in respect of providing guarantees for subsidiaries, as well as to authorize the Board and to agree the Board to authorize the Chairperson of the Board to sign relevant agreements and documents and to decide on specific matters within the scope of the authority to be considered at the general meeting.
11. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
In order to provide the Company with the flexibility to issue Shares in a timely manner, a special resolution will be proposed at the AGM to approve the granting of the Issue Mandate to the Board to allot, issue or deal with (including the sale or transfer of any treasury shares) additional Shares not exceeding 20% of the total number of Shares in issue (excluding any treasury shares) as at the date of passing of the relevant resolution, respectively (including but not limited to ordinary shares, preference shares, securities convertible into shares and options, warrants or similar rights to subscribe for any shares or such convertible securities). As at the Latest Practicable Date, the Company had 915,100,653 Shares in issue, comprising 525,541,187 H Shares and 389,559,466 Domestic Unlisted Shares. Subject to the passing of the resolution for the granting of the Issue Mandate and on the basis that the issued Shares of the Company remains unchanged as at the date of the AGM, the Company will be allowed to allot and issue (including by way of sale or transfer of treasury shares) up to a maximum of 183,020,130 Shares under the Issue Mandate.
12. PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES
In order to provide the Board with flexibility to repurchase H shares in appropriate circumstances, a special resolution will be proposed at the AGM to approve the grant of the Share Repurchase Mandate to the Board to repurchase on the Stock Exchange not more than 10% of the total number of H shares in issue as at the date of passing of the relevant resolution (excluding any treasury shares), i.e. 52,554,118 H shares on the basis that the total issued Shares remains unchanged as at the date of the AGM.
Appendix I to this circular contains the explanatory statement required under the Listing Rules to provide Shareholders with the necessary information reasonably required to enable them to make an informed decision on whether to vote for or against the grant of the Share Repurchase Mandate.
13. NOTICE OF ANNUAL GENERAL MEETING
The notice of the AGM is set out on pages 13 to 17 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of shareholders at general meetings must be taken by poll. The Company will publish an announcement of the poll results after the AGM in the manner prescribed under the Listing Rules.
For the purpose of determining the identity of the holders of H shares entitled to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, May 19, 2026 to Friday, May 22, 2026 (both days inclusive), during which period no transfer
LETTER FROM THE BOARD
of H shares will be effected. The record date of the attending and voting at the AGM is Friday, May 22, 2026. In order to be eligible to attend and vote at the AGM, holders of unregistered H shares of the Company must ensure that all transfers accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. (Hong Kong time) on Monday, May 18, 2026, being the closing date for registration.
A proxy form for use at the AGM is enclosed with this circular and is also available on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com). You must complete and sign the proxy form in accordance with the instructions printed thereon and deposit it together with the power of attorney or other authority (if any) signed or a notarized copy of such power of attorney or authority with Tricor Investor Services Limited, the Company's H share registrar, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not later than 24 hours before the time appointed for holding the AGM (or any adjournment thereof), i.e. not later than 4:00 p.m. on Thursday, May 21, 2026, in order to be valid. Completion and return of the proxy form shall not preclude you from attending and voting at the AGM or any adjourned meeting if you so wish, in which case the completed and returned proxy form shall be deemed to have been withdrawn.
14. RECOMMENDATION
The Board considers that all resolutions proposed to be granted at the AGM are in the best interests of the Company, the Group and the Shareholders. Accordingly, it recommends the Shareholders to vote in favor of the relevant resolutions to be proposed at the AGM.
15. RESPONSIBILITY STATEMENT
This circular, for which the Directors of the Company 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 document misleading.
Yours sincerely
By order of the Board of Directors
InnoScience (Suzhou) Technology Holding Co., Ltd.
Dr. Weiwei Luo
Chairperson and Executive Director
APPENDIX I
EXPLANATORY STATEMENT RELATING TO SHARE REPURCHASE MANDATE
The following explanatory statement is required under the Listing Rules to provide Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM in relation to the grant of the Share Repurchase Mandate.
- REGISTERED CAPITAL
As at the Latest Practicable Date, the registered capital of the Company was RMB915,100,653, comprising 389,559,466 Domestic Unlisted Shares and 525,541,187 H Shares with a par value of RMB1.00 each.
Subject to the passing of the special resolution for the granting of the Share Repurchase Mandate at the AGM and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM (i.e. 389,559,466 Domestic Unlisted Shares and 525,541,187 H Shares), the Directors will be allowed to repurchase, pursuant to the Share Repurchase Mandate, during the period in which the Share Repurchase Mandate remains in force a total of 52,554,118 H Shares, representing 10% of the total number of H Shares in issue (excluding any treasury shares) as at the date of the AGM.
- REASONS FOR REPURCHASE
The Directors believe that the grant of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders. Depending on the prevailing market conditions and funding arrangements, such repurchases may enhance net asset value per share and/or earnings per share and will only be made if the Directors consider such repurchases beneficial to the Company and the Shareholders.
- FUNDS FOR SHARE REPURCHASE
The Company may only use funds that may lawfully be used for the repurchase of Shares under its Articles of Association, China laws and/or any other applicable laws, as the case may be.
- EFFECT OF SHARE REPURCHASE
The Share Repurchase Mandate, if exercised in full at any time during the proposed Repurchase Period, may have a material adverse effect on the working capital or balance sheet position of the Company as compared to the position disclosed in the audited accounts of the Company in its annual report for the year ended December 31, 2025. However, the Directors do not intend to exercise the Share Repurchase Mandate in circumstances where the exercise of the Share Repurchase Mandate would have a material adverse effect on the working capital requirements of the Company or on the balance sheet position of the Company which, in the opinion of the Directors, are appropriate.
- 10 -
APPENDIX I
EXPLANATORY STATEMENT RELATING TO SHARE REPURCHASE MANDATE
The Company will cancel any repurchased shares and/or hold the repurchased shares as treasury shares depending on the circumstances at the time of the repurchases, such as market conditions and its capital management requirements.
5. PRICE OF H SHARES
The highest and lowest prices per H Share traded on the Stock Exchange during the twelve months preceding and up to the Latest Practicable Date are as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 46.90 | 31.60 |
| May | 44.20 | 34.00 |
| June | 39.10 | 34.10 |
| July | 48.50 | 36.10 |
| August | 94.50 | 43.30 |
| September | 106.10 | 82.20 |
| October | 92.90 | 65.65 |
| November | 81.40 | 67.65 |
| December | 89.75 | 66.40 |
| 2026 | | |
| January | 78.40 | 56.20 |
| February | 72.35 | 52.80 |
| March | 67.95 | 48.86 |
| April (up to the Latest Practicable Date) | 70.95 | 51.20 |
6. GENERAL
To the best knowledge of the Directors having made all reasonable enquiries, neither the Directors nor any of their respective close associates (as defined in the Listing Rules) have any current intention to sell any H Shares to the Company if the grant of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not received notification from any of the core connected persons (as defined in the Listing Rules) of the Company that they currently intend to sell any H Shares to the Company, or have undertaken not to sell any H Shares held by them to the Company, subject to the Shareholders' approval of the grant of the Share Repurchase Mandate.
APPENDIX I
EXPLANATORY STATEMENT RELATING TO SHARE REPURCHASE MANDATE
The Directors will exercise the power of the Company to repurchase Shares under the Share Repurchase Mandate in compliance with the Listing Rules and applicable laws and regulations of China. To the best knowledge of the Directors, there is nothing unusual about this explanatory statement and the Share Repurchase Mandate.
7. TAKEOVERS CODE
If the repurchase of H Shares under the Share Repurchase Mandate results in an increase in a Shareholder's proportionate interest in the voting rights of the Company, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a shareholder or a group of shareholders acting in concert (as defined in the Takeovers Code) may acquire or consolidate control of the Company (depending on the level of increase in shareholders' interest) and thus be required to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company, as at the Latest Practicable Date, Dr. Weiwei Luo was interested in 282,780,412 Shares representing approximately 30.90% of the total number of issued Shares of the Company. If the Directors exercise the proposed Share Repurchase Mandate, Dr. Weiwei Luo's total shareholding will increase to approximately 32.78% of the issued share capital of the Company. The Directors are not aware of any consequences that may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors do not intend to exercise the Share Repurchase Mandate in circumstances where such exercise would result in an obligation to make a mandatory offer pursuant to Rule 26 of the Takeovers Code and/or in the aggregate number of Shares held by the public falling below the specified minimum percentage as required by the Stock Exchange.
8. SHARES REPURCHASED BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has not repurchased any Shares on the Stock Exchange or elsewhere.
NOTICE OF ANNUAL GENERAL MEETING
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Innoscience.
英诺賽科
InnoScience (Suzhou) Technology Holding Co., Ltd.
英諾賽科(蘇州)科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2577)
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of InnoScience (Suzhou) Technology Holding Co., Ltd. (the “Company”) will be held at 4:00 p.m. on Friday, May 22, 2026 at Conference Room, 9/F, R&D Building, No. 98 Xinli Road, Beishe, Lili Town, Wujiang District, Suzhou, Jiangsu Province, PRC for the purpose of considering and, if thought fit, passing the following resolutions:
ORDINARY RESOLUTIONS
- To consider and approve the resolution on the 2025 Financial Report of the Company.
- To consider and approve the resolution on the 2025 Financial Settlement Report of the Company.
- To consider and approve the resolution on the 2025 Profit Distribution Plan of the Company.
- To consider and approve the resolution on the 2025 Annual Report of the Company.
- To consider and approve the resolution on the 2025 Environmental, Social and Governance Report of the Company.
- To consider and approve the resolution on Directors’ Remuneration for 2025.
- To consider and approve the resolution on the Remuneration Plan for Directors for 2026.
SPECIAL RESOLUTIONS
- To consider and approve the resolution on the re-appointment of auditor for 2026.
- To consider and approve the resolution to provide guarantees for subsidiaries.
-
To consider and approve the resolution for the proposed grant of a general mandate to issue shares.
-
13 -
NOTICE OF ANNUAL GENERAL MEETING
"That:
(a) Subject to the existing requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and subject to paragraph (b) below, a general and unconditional mandate is granted to the directors of the Company to (i) allot, issue and dispose of (including the sale or transfer of any treasury shares) additional ordinary shares in the share capital of the Company; (ii) make or grant offers, agreements or options which may require the exercise of such powers in accordance with all applicable laws, rules and regulations and the provisions of the Articles of Association during or after the relevant period (as defined below); (iii) make any amendments to the Articles of Association which it considers prudent to be necessary in relation to the issue of shares and the registered capital; and (iv) take any other actions and carry out any other procedures necessary to give effect to the issue and effect to the increase in the registered capital;
(b) The total number of shares authorized to be allotted or conditionally or unconditionally agreed to be allotted (including the disposal or transfer of any treasury shares) by the Directors pursuant to paragraph (a) above, other than shares allotted pursuant to:
(i) Rights Issue (as defined below);
(ii) Exercise of options in accordance with the share option scheme of 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 the shares of the Company pursuant to the articles of association of the Company shall not exceed 20% respectively of the total number of shares in issue (excluding any treasury shares) at the date of passing of this Resolution (including but not limited to ordinary shares, preference shares, securities convertible into shares and options, warrants or similar rights to subscribe for any shares or such convertible securities) (subject to adjustment in the event 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 date of passing this Resolution to the earliest of:
(i) At the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the Company is required by its articles of association or any applicable law to convene the next annual general meeting; and
(iii) the date on which the shareholders at a general meeting revoke or amend the authority set out in this resolution by a special resolution.
"Rights Issue" means an offer of Shares within a period specified by the Directors to the holders of Shares or any class of Shares of the Company whose names appear on the Register of Members on a specified record date in proportion to their then holdings of such Shares or class of Shares (subject to such exemptions or other arrangements as the Directors may consider necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- To consider and approve the resolution for the proposed grant of a general mandate to repurchase H shares.
"That:
(a) subject to compliance with the current provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and paragraph (b) below, generally and unconditionally (i) to exercise all the powers of the Company to repurchase the H Shares in accordance with all applicable laws, rules and regulations during the Relevant Period (as hereinafter defined); (ii) to make any amendments to the Articles of Association in relation to the repurchase of Shares and the change in registered capital which it considers prudent to be necessary; and (iii) to take any other actions and carry out any other procedures as may be necessary to effect the repurchase and to effect the reduction of registered capital;
(b) the total number of H shares of the Company to be repurchased pursuant to the authority in paragraph (a) above shall not exceed 10% of the total number of H shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the event of any consolidation or sub-division of the Company's shares 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 to the earliest of:
(i) At the conclusion of the next annual general meeting of the Company;
NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the Company is required by its articles of association or any applicable law to convene the next annual general meeting; and
(iii) the date on which the shareholders at an annual general meeting revoke or amend the authority set out in this resolution by a special resolution.”
By order of the board of directors
InnoScience (Suzhou) Technology Holding Co., Ltd.
Dr. Weiwei Luo
Chairperson and Executive Director
PRC, April 30, 2026
As at the date of this notice, the Board comprises Dr. Weiwei Luo, Mr. Jay Hyung Son, Dr. Wu Jingang and Mr. Zhong Shan as executive directors; Dr. Wang Can, Ms. Zhang Yanhong and Ms. Cui Mizi as non-executive directors; and Mr. Wong Hin Wing, MH, JP, Dr. Yi Jiming, Dr. Yang, Simon Shi-Ning and Dr. Chan, Philip Ching Ho as independent non-executive directors.
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
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In accordance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”), all resolutions at meetings will be voted on by poll (except where the Chairperson decides to allow a resolution on a procedural or administrative matter to be voted on by a show of hands). Poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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Any member of the Company entitled to attend and vote at the AGM shall be entitled to appoint more than one proxy to attend and vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares to which each proxy relates shall be stated in the relevant proxy form. Every member present in person or by proxy shall have one vote for every share held by him.
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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 or authority, must be deposited at the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 24 hours before the time appointed for holding the AGM (or any adjournment thereof), that is, not later than 4:00 p.m. on Thursday, May 21, 2026. After completing and returning the proxy form, a shareholder of the Company may still attend and vote in person at the meeting, in which case the instrument appointing a proxy will be deemed to be revoked.
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For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, May 19, 2026 to Friday, May 22, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. The record date of the attending and voting at the AGM is Friday, May 22, 2026. In order to be eligible to attend and vote at the AGM, holders of unregistered H shares of the Company must ensure that all transfers accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. (Hong Kong time) on Monday, May 18, 2026, being the closing date for registration.
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All times and dates referred to in this notice are Hong Kong time and dates.
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