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InnoScience (Suzhou) Technology Holding Co., Ltd. — Proxy Solicitation & Information Statement 2025
Apr 9, 2025
50685_rns_2025-04-09_1dc9e9f0-0c4c-4866-9af1-c83c22f508bc.pdf
Proxy Solicitation & Information Statement
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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, 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)
2024 REPORT OF THE BOARD OF DIRECTORS
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
2024 REPORT OF THE SUPERVISORY COMMITTEE
2024 FINANCIAL REPORT
2024 FINANCIAL SETTLEMENT REPORT
2024 PROFIT DISTRIBUTION PLAN
ANNUAL REPORT 2024
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 2024
DIRECTORS' REMUNERATION FOR 2024
SUPERVISORS' REMUNERATION FOR 2024
REMUNERATION PLAN FOR DIRECTORS AND SUPERVISORS FOR 2025
AUDITOR'S REMUNERATION FOR 2024 AND
APPOINTMENT OF AUDITOR FOR 2025 AND
ITS REMUNERATION
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 Wednesday, April 30, 2025 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 27 to 31 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 Tuesday, April 29, 2025) to the Company's H-shares securities registrar, Tricor Investor Services Limited at 17th Floor, 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 9, 2025
CONTENT
Page
Definitions 1
Letter from the Board
- Introduction 5
- 2024 Report of the Board of Directors. 5
- 2024 Independent Non-executive Directors' Performance Report 5
- 2024 Report of the Supervisory Committee 5
- 2024 Financial Report 5
- 2024 Financial Settlement Report 5
- 2024 Profit Distribution Plan 5
- 2024 Annual Report. 6
- 2024 Environmental, Social and Governance Report 6
- Directors' Remuneration for 2024 6
- Supervisors' Remuneration for 2024 7
- Remuneration Plan for Directors and Supervisors for 2025 7
- Auditor's Remuneration for 2024 and Appointment of Auditor for 2025 and its Remuneration 9
- Guarantees for Subsidiaries 9
- Proposed Grant of General Mandate to Issue Shares 10
- Proposed Grant of General Mandate to Repurchase H shares. 10
- Notice of Annual General Meeting. 11
Appendix I - 2024 Independent Non-executive Directors' Performance Report. 12
Appendix II - Explanatory Statement Relating to Share Repurchase Grant. 24
Notice of Annual General Meeting 27
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 Wednesday, April 30, 2025 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 of RMB1.00 each in the capital of the Company to be subscribed and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange
"HK$"
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 3, 2025, 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
"SAFE"
the State Administration of Foreign Exchange
"SFO"
the Securities and Futures Ordinance, Chapter 571, Laws of Hong Kong
"Shares"
Ordinary shares of RMB1.00 each in the share capital of the Company, including Domestic Unlisted Shares and H shares
"Shareholder"
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)
"Supervisor"
a supervisor of the Company
- 2 -
DEFINITIONS
“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
- 3 -
LETTER FROM THE BOARD
Innoscience 英语赛科
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 Director:
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 9, 2025
To the Shareholders
Dear Sir or Madam,
2024 REPORT OF THE BOARD OF DIRECTORS
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
2024 REPORT OF THE SUPERVISORY COMMITTEE
2024 FINANCIAL REPORT
2024 FINANCIAL SETTLEMENT REPORT
2024 PROFIT DISTRIBUTION PLAN
2024 ANNUAL REPORT
2024 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
DIRECTORS' REMUNERATION FOR 2024
SUPERVISORS' REMUNERATION FOR 2024
REMUNERATION PLAN FOR DIRECTORS AND SUPERVISORS FOR 2025
AUDITOR'S REMUNERATION FOR 2024 AND
APPOINTMENT OF AUDITOR FOR 2025 AND
ITS REMUNERATION
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
LETTER FROM THE BOARD
- INTRODUCTION
The purpose of this circular is to provide shareholders with information on certain resolutions to be proposed at the Annual General Meeting.
- 2024 REPORT OF THE BOARD OF DIRECTORS
An ordinary resolution will be proposed at the AGM to consider and approve 2024 Report of the Board of Directors (the full text of which is set out in the 2024 Annual Report of the Company, which is available on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.innoscience.com).
- 2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Independent Non-executive Directors' Performance Report, the full text of which is set out in Appendix I to this circular.
- 2024 REPORT OF THE SUPERVISORY COMMITTEE
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Supervisory Committee, the full text of which is set out in the 2024 Annual Report of the Company.
- 2024 FINANCIAL REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Financial Report, the full text of which is set out in the 2024 Annual Report of the Company.
- 2024 FINANCIAL SETTLEMENT REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Financial Settlement Report, the full text of which is set out in the 2024 Annual Report of the Company.
- 2024 PROFIT DISTRIBUTION PLAN
An ordinary resolution will be proposed at the AGM for Shareholders' consideration and approval of the 2024 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.
LETTER FROM THE BOARD
8. 2024 ANNUAL REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Annual Report. The 2024 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).
9. 2024 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the ESG Report 2024. The 2024 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).
10. DIRECTORS' REMUNERATION FOR 2024
Based on the actual situation of the Company and the actual work of the Directors in 2024, the remuneration of the Directors in 2024 is as follows:
- 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 | 1,846,552 | 660,000 | 19,470 | 2,526,022 |
| Mr. Jay Hyung Son | 1,842,340 | 658,413 | – | 2,500,753 |
| Dr. Wu Jingang | 3,399,996 | 1,400,000 | 47,737 | 4,847,733 |
| Mr. Zhong Shan | 1,575,000 | 660,000 | 46,161 | 2,281,161 |
-
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 for specific services rendered by them to the Company, subject to the completion of necessary decision-making procedures; and
-
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 2024.
LETTER FROM THE BOARD
11. SUPERVISORS' REMUNERATION FOR 2024
Based on the actual situation of the Company and the actual work of the Supervisors in 2024, the remuneration of the Supervisors in 2024 is as follows:
- Supervisors who hold positions in the Company receive remuneration in accordance with the remuneration policy and system of the Company for such positions in the Company, and do not receive a separate allowance for Supervisors, the details of which are set out below:
Unit: RMB
| Name | Salaries | Bonuses | Pensions (borne by the Company) | Total |
|---|---|---|---|---|
| Mr. Ke Shanyong | 671,000 | 300,000 | 50,972 | 1,021,972 |
| Ms. Lai Guangyi | 309,096 | 32,250 | 29,630 | 370,976 |
- Mr. Ren Weifeng, Mr. Peng Xingguo and Dr. Huang Xi, who are Supervisors holding no position in the Company, do not receive any remuneration from the Company.
An ordinary resolution will be proposed at the AGM to consider and approve the Supervisors' Remuneration for 2024.
12. REMUNERATION PLAN FOR DIRECTORS AND SUPERVISORS FOR 2025
In order to further improve its incentive and restraint mechanism, effectively mobilize the motivation and creativity of the Directors and Supervisors, and promote higher work efficiency and operating profit, after taking into account the remuneration level of the Directors and Supervisors for the year 2025, the Company has determined the Directors' and Supervisors' remuneration packages for 2025, the details of which are set out below:
I. Target: Directors and Supervisors
II. Term: January 1, 2025 to 31 December 2025
LETTER FROM THE BOARD
III. Remuneration Standards:
- Remuneration standards for Directors:
(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 | 3,084,767.33 | 728,596.72 | 3,813,364.05 |
| Mr. Jay Hyung Son | 2,000,579.02 | 559,111.67 | 2,559,690.69 |
| Dr. Wu Jingang | 3,699,994.71 | 1,698,360.66 | 5,398,355.37 |
| Mr. Zhong Shan | 1,662,500.05 | 674,590.16 | 2,337,090.21 |
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).
- Remuneration standards for Supervisors:
(1) Supervisors who hold positions in the Company receive remuneration in accordance with the remuneration policy and system of the Company for such positions in the Company, and do not receive a separate allowance for Supervisors. The estimated remuneration is set out below:
Unit: RMB
| Name | Salaries | Bonuses | Total |
|---|---|---|---|
| Mr. Ke Shanyong | 682,500.00 | 453,793.44 | 1,136,293.44 |
| Ms. Lai Guangyi | 309,096.00 | 43,524.00 | 352,620.00 |
Supervisors holding no position in the Company do not receive any remuneration from the Company.
LETTER FROM THE BOARD
IV. Miscellaneous
-
If a Director or Supervisor 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.
-
The remuneration of Directors and Supervisors 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.
An ordinary resolution will be proposed at the AGM to consider and approve the Remuneration Plan for Directors of the Board and Supervisors of the Supervisory Committee for 2025.
13. AUDITOR'S REMUNERATION FOR 2024 AND APPOINTMENT OF AUDITOR FOR 2025 AND ITS REMUNERATION
In 2024, KPMG provided audit services to the Company and the aggregate amount of its remuneration for the year 2024 did not exceed RMB2.56 million, before tax.
In 2025, the Company intends to re-appoint KPMG as the auditor of the Company for the year 2025, and the aggregate amount of auditor’s remuneration for the year 2025 shall not exceed RMB2.66 million, before tax.
A special resolution will be proposed at the AGM to consider and approve the remuneration of the Company’s auditor for 2024 and the selection and appointment of auditor and its remuneration for 2025.
14. 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 RMB883 million by ways including joint and several liability guarantee. 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 Annual General Meeting until the date of the conclusion of the 2025 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
LETTER FROM THE BOARD
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.
A special resolution will be proposed at the Annual General Meeting 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.
15. 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. As at the Latest Practicable Date, the Company had 880,816,653 Shares in issue, comprising 491,257,187 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 176,163,330 Shares under the Issue Mandate.
16. 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. 49,125,718 H shares on the basis that the total issued Shares remains unchanged as at the date of the AGM.
Appendix II 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.
LETTER FROM THE BOARD
17. NOTICE OF ANNUAL GENERAL MEETING
The notice of the AGM is set out on pages 27 to 31 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 except where the chairman of the Annual General Meeting, 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. Accordingly, resolutions to be proposed at the AGM will be voted on 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 Friday, April 25, 2025 to Wednesday, April 30, 2025 (both days inclusive), during which period no transfer of H shares will be effected. 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 Financial Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. (Hong Kong time) on Thursday, April 24, 2025, 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 Financial 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 annual general meeting (or any adjournment thereof), i.e. not later than 4:00 p.m. on Tuesday, April 29, 2025. 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.
Yours sincerely
By order of the Board of Directors
InnoScience (Suzhou) Technology Holding Co., Ltd.
Dr. Weiwei Luo
Chairperson and Executive Director
- 11 -
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
As an independent non-executive Director of InnoScience (Suzhou) Technology Holding Co., Ltd. (hereinafter referred to as the "Company" or "InnoScience") in 2024, I played an active role as an independent non-executive Director in strict accordance with the laws and regulations such as the Company Law of the People's Republic of China, and the relevant regulations such as the Articles of Association. My performance during my tenure in 2024 is hereby reported as follows:
I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(I) Personal Experience, Professional Background and Part-time Engagement
I, Wong Hin Wing (黃顯榮), born in December 1962, Chinese Hong Kong nationality, hold a master's degree in Executive Business Administration from the Chinese University of Hong Kong. I am a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Institute of Chartered Accountants in England and Wales, a fellow member of the Hong Kong Institute of Directors, a member of the Chartered Governance Institute, a member of the American Institute of Certified Public Accountants, and a chartered member of Chartered Institute for Securities and Investment, and was awarded the Medal of Honour and appointed Justice of the Peace by the Government of the Hong Kong Special Administrative Region. From July 1985 to September 1996, I worked successively as an auditor in an international audit firm for four years and the chief financial officer of a Hong Kong listed company for seven years. Subsequently in 1997, I co-founded Silk Road International Capital Limited (formerly known as Legend Capital Partners, Inc.), a licensed corporation under the SFO, and led the company as an executive director and the responsible officer for 23 years. Since 2020, I have been serving as the partner of Hermitage Capital HK Limited, a private equity firm licensed under the SFO. At present, I serve as an independent non-executive director of the following companies: (i) Zhaoke Ophthalmology Limited (兆科眼科有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 6622) since April 2021; (ii) Kingmaker Footwear Holdings Limited (信星鞋業集團有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 01170) since January 2023; (iii) C Cheng Holdings Limited (思城控股有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 01486) since April 2023; and (iv) YNBY International Limited (雲白國際有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 00030) since November 2023. I served as an independent non-executive director of the following listed companies: (i) CRCC High-Tech Equipment Corporation Limited (中國鐵建高新裝備股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 01786) from November 2015 to October 2022; (ii) Wine's Link International Holdings Limited (威揚酒業國際控股有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 08509) from December 2017 to March 2023; (iii) Inner Mongolia Yitai Coal Co., Ltd. (內蒙古伊泰煤炭股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 900948) and delisted from the Hong Kong Stock Exchange in August 2023 (stock code: 03948) from May 2017 to May 2023; (iv) Guangzhou
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
Baiyunshan Pharmaceutical Holdings Company Limited (廣州白雲山醫藥集團股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 00874) and Shanghai Stock Exchange (stock code: 600332) from June 2017 to May 2023; and (v) Jiangxi Bank Co., Ltd. (江西銀行股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 01916) from February 2018 to August 2024. I have been a member of Anhui Provincial Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議安徽省委員會委員) since January 2013. I have also been a panel member of the Accounting and Financial Reporting Review Tribunal since October 2019, a member of the Betting and Lotteries Commission since August 2019, a member of the Medical Council of Hong Kong since January 2021, and a member of Advisory Committee on Enhancing Self-Reliance Through District Partnership (ESR) Programme since July 2022. I have also been a member of the board of directors of Ocean Park Corporation since July 2022. I have been an independent non-executive Director and the Chairperson of the Audit Committee of InnoScience since December 2024.
(II) Statement of Independence
During the reporting period, I did not hold any positions in the Company other than independent non-executive Director, nor did I hold any positions in the substantial shareholders of the Company. I had no interests in the Company and substantial shareholders or other relationship that may hinder my independent and objective judgment, and there were no circumstances affecting my independence as an independent non-executive Director. My employment complied with the relevant requirements of laws and regulations and the Articles of Association concerning the independence of an independent non-executive Director.
II. PERFORMANCE OF DUTIES BY INDEPENDENT NON-EXECUTIVE DIRECTOR IN 2024
(I) Attendance at Meetings in 2024
1. Attendance at Board meetings and general meetings
The Company was listed on the Stock Exchange on December 30, 2024, and the appointment of the independent non-executive Directors was effective from the date of listing. Due to the fact that my appointment was close to the end of the financial year, I have not actually participated in Board meetings and general meetings in 2024.
2. Attendance at meetings of special committees of the Board
Due to the fact that my appointment was close to the end of the financial year, the Company did not hold meeting of the Audit Committee since I became the Chairperson of the Audit Committee of the Board in 2024.
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
(II) Communication with Internal Auditor and Accounting Firm
Due to the fact that my appointment was close to the end of the financial year, I have not communicated with the internal audit department and accounting firm of the Company since I became an independent non-executive Director of the Company in 2024.
(III) Efforts to Protect the Interests of Investors
Although my appointment was close to the end of the financial year, in 2024, I sought to understand the Company's production and operation, technology R&D and internal control concerned by minority shareholders, communicated with the Company's management and other relevant personnel, and preliminarily began to perform the duties of an independent non-executive Director.
III. KEY ISSUES OF CONCERN REGARDING ANNUAL DUTY PERFORMANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS
In 2024, I studied corporate governance documents including the Articles of Association, learned the Listing Rules, reviewed the Company's listing application materials such as audit report and prospectus, and completed the basic post-related preparation. I have established a regular communication mechanism with the secretariat of the Company and started preliminary supervision.
IV. OVERALL EVALUATION AND RECOMMENDATIONS
In 2025, I will actively perform my duties as an independent non-executive Director, maintain good communication and cooperation with Directors and senior management of the Company, continue to pay attention to the relevant work of the Company including internal control management and information disclosure, and proactively safeguard the legitimate rights and interests of investors, especially small and medium investors.
It is hereby reported as above.
Independent Non-executive Director
Wong Hin Wing
March 28, 2025
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
As an independent non-executive Director of InnoScience (Suzhou) Technology Holding Co., Ltd. (hereinafter referred to as the "Company" or "InnoScience") in 2024, I played an active role as an independent non-executive Director in strict accordance with the laws and regulations such as the Company Law of the People's Republic of China, and the relevant regulations such as the Articles of Association. My performance during my tenure in 2024 is hereby reported as follows:
I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(I) Personal Experience, Professional Background and Part-time Engagement
I, Yi Jiming (易繼明), born in February 1968, Chinese nationality with no right of permanent residency abroad, hold a master's degree in law and a doctorate degree in law from Peking University (北京大學) in the PRC. I have extensive academic and legal experience. I was a professor at the faculty of law of Huazhong University of Science and Technology (華中科技大學) in the PRC. I was also a visiting scholar and an Edwards Fellow of Columbia Law School in the United States from 2005 to 2006. I have been a professor at the faculty of law of Peking University (北京大學) since August 2011. At present, I am serving and have served as an independent director of Huaneng Guicheng Trust Corp., Ltd. (華能貴誠信託有限公司) since May 2024 and Ping An Securities Company Limited (平安證券股份有限公司) since November 2022. I am currently serving as the Vice Chairman of the Fifth Council of China Trademark Association (中華商標協會) and Vice Chairman of the Eighth Council of the China Intellectual Property Research Society (中國知識產權研究會). I have been an independent non-executive Director, a member of the Audit Committee and a member of the Nomination Committee of InnoScience since December 2024.
(II) Statement of Independence
During the reporting period, I did not hold any positions in the Company other than independent non-executive Director, nor did I hold any positions in the substantial shareholders of the Company. I had no interests in the Company and substantial shareholders or other relationship that may hinder my independent and objective judgment, and there were no circumstances affecting my independence as an independent non-executive Director. My employment complied with the relevant requirements of laws and regulations and the Articles of Association concerning the independence of an independent non-executive Director.
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APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
II. PERFORMANCE OF DUTIES BY INDEPENDENT NON-EXECUTIVE DIRECTOR IN 2024
(I) Attendance at Meetings in 2024
1. Attendance at Board meetings and general meetings
The Company was listed on the Stock Exchange on December 30, 2024, and the appointment of the independent non-executive Directors was effective from the date of listing. Due to the fact that my appointment was close to the end of the financial year, I have not actually participated in Board meetings and general meetings in 2024.
2. Attendance at meetings of special committees of the Board
Due to the fact that my appointment was close to the end of the financial year, the Company did not hold meetings of the Audit Committee and Nomination Committee since I became a member of the Audit Committee and a member of the Nomination Committee of the Board in 2024.
(II) Communication with Internal Auditor and Accounting Firm
Due to the fact that my appointment was close to the end of the financial year, I have not communicated with the internal audit department and accounting firm of the Company since I became an independent non-executive Director of the Company in 2024.
(III) Efforts to Protect the Interests of Investors
Although my appointment was close to the end of the financial year, in 2024, I sought to understand the Company's production and operation, technology R&D and internal control concerned by minority shareholders, communicated with the Company's management and other relevant personnel, and preliminarily began to perform the duties of an independent non-executive Director.
III. KEY ISSUES OF CONCERN REGARDING ANNUAL DUTY PERFORMANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS
In 2024, I studied corporate governance documents including the Articles of Association, learned the Listing Rules, reviewed the Company's listing application materials such as audit report and prospectus, and completed the basic post-related preparation. I have established a regular communication mechanism with the secretariat of the Company and started preliminary supervision.
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
IV. OVERALL EVALUATION AND RECOMMENDATIONS
In 2025, I will actively perform my duties as an independent non-executive Director, maintain good communication and cooperation with Directors and senior management of the Company, continue to pay attention to the relevant work of the Company including internal control management and information disclosure, and proactively safeguard the legitimate rights and interests of investors, especially small and medium investors.
It is hereby reported as above.
Independent Non-executive Director
Yi Jiming
March 28, 2025
- 17 -
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
As an independent non-executive Director of InnoScience (Suzhou) Technology Holding Co., Ltd. (hereinafter referred to as the "Company" or "InnoScience") in 2024, I played an active role as an independent non-executive Director in strict accordance with the laws and regulations such as the Company Law of the People's Republic of China, and the relevant regulations such as the Articles of Association. My performance during my tenure in 2024 is hereby reported as follows:
I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(I) Personal Experience, Professional Background and Part-time Engagement
I, Chan, Philip Ching Ho (陳正豪), born in August 1949, Chinese Hong Kong nationality, hold a bachelor of science in electrical engineering from University of California at Davis in the United States, and a master of science in electrical engineering and doctor in electrical engineering both from University of Illinois at Urbana-Champaign in the United States. I am a fellow member of the Hong Kong Institution of Engineers, a fellow of the Institute of Electrical and Electronics Engineering and a fellow of the Hong Kong Academy of Engineering Sciences, with the Bronze Bauhinia Star. I have extensive semiconductor-related academic research experience. I commenced my career in University of Illinois, Urbana-Champaign and served as a visiting assistant professor from 1978 to 1981. From 1981 to 1991, I worked at Intel Corporation, a company listed on the NASDAQ Stock Market (ticker symbol: INTC), where I last served as a principal engineer and senior project manager. I joined the Hong Kong University of Science and Technology in April 1991 and served as a professor and the head of the Department of Electronic and Computer Engineering, the director of Nanoelectronics Fabrication Facility and the dean of the School of Engineering. From March 2010 to February 2020, I served as a deputy president and provost at the Hong Kong Polytechnic University. From my retirement in September 2020 to August 2021, I served as a senior advisor to the president and provost of the Hong Kong Polytechnic University and have served as a senior advisor to the deputy president and provost of the Hong Kong Polytechnic University since September 2021. From April 2023 to August 2024, I have been a team leader (special duty) at the Innovation and Technology Commission of the Hong Kong Government. Since September 2024, I have been a chairman of board of Microelectronics Research and Development Institute of the Hong Kong Government. From October 2008 to October 2016, I served as a director of the Hong Kong Applied Science and Technology Research Institute. I currently also serve as a professor emeritus at the Hong Kong Polytechnic University and Hong Kong University of Science and Technology. At present, I serve as an independent non-executive director of Solomon Systech (International) Limited (晶門半導體有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 2878), since December 2020. I am also the founder and non-executive director of APT Electronics Co., Ltd. (廣東晶科電子股份有限公司) a company listed on the Hong Kong Stock Exchange (stock code: 2551). I have been an independent non-executive Director, a member of the Audit Committee and a member of the Remuneration Committee of InnoScience since December 2024.
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APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
(II) Statement of Independence
During the reporting period, I did not hold any positions in the Company other than independent non-executive Director, nor did I hold any positions in the substantial shareholders of the Company. I had no interests in the Company and substantial shareholders or other relationship that may hinder my independent and objective judgment, and there were no circumstances affecting my independence as an independent non-executive Director. My employment complied with the relevant requirements of laws and regulations and the Articles of Association concerning the independence of an independent non-executive Director.
II. PERFORMANCE OF DUTIES BY INDEPENDENT NON-EXECUTIVE DIRECTOR IN 2024
(I) Attendance at Meetings in 2024
1. Attendance at Board meetings and general meetings
The Company was listed on the Stock Exchange on December 30, 2024, and the appointment of the independent non-executive Directors was effective from the date of listing. Due to the fact that my appointment was close to the end of the financial year, I have not actually participated in Board meetings and general meetings in 2024.
2. Attendance at meetings of special committees of the Board
Due to the fact that my appointment was close to the end of the financial year, the Company did not hold meetings of the Audit Committee and Remuneration Committee since I became a member of the Audit Committee and a member of the Remuneration Committee of the Board in 2024.
(II) Communication with Internal Auditor and Accounting Firm
Due to the fact that my appointment was close to the end of the financial year, I have not communicated with the internal audit department and accounting firm of the Company since I became an independent non-executive Director of the Company in 2024.
(III) Efforts to Protect the Interests of Investors
Although my appointment was close to the end of the financial year, in 2024, I sought to understand the Company's production and operation, technology R&D and internal control concerned by minority shareholders, communicated with the Company's management and other relevant personnel, and preliminarily began to perform the duties of an independent non-executive Director.
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
III. KEY ISSUES OF CONCERN REGARDING ANNUAL DUTY PERFORMANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS
In 2024, I studied corporate governance documents including the Articles of Association, learned the Listing Rules, reviewed the Company's listing application materials such as audit report and prospectus, and completed the basic post-related preparation. I have established a regular communication mechanism with the secretariat of the Company and started preliminary supervision.
IV. OVERALL EVALUATION AND RECOMMENDATIONS
In 2025, I will actively perform my duties as an independent non-executive Director, maintain good communication and cooperation with Directors and senior management of the Company, continue to pay attention to the relevant work of the Company including internal control management and information disclosure, and proactively safeguard the legitimate rights and interests of investors, especially small and medium investors.
It is hereby reported as above.
Independent Non-executive Director
Chan, Philip Ching Ho
March 28, 2025
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
As an independent non-executive Director of InnoScience (Suzhou) Technology Holding Co., Ltd. (hereinafter referred to as the "Company" or "InnoScience") in 2024, I played an active role as an independent non-executive Director in strict accordance with the laws and regulations such as the Company Law of the People's Republic of China, and the relevant regulations such as the Articles of Association. My performance during my tenure in 2024 is hereby reported as follows:
I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
(I) Personal Experience, Professional Background and Part-time Engagement
I, Yang, Simon Shi-Ning (楊士寧), born in August 1959, American nationality, hold a bachelor's degree from Shanghai University of Science and Technology (上海科學技術大學) in the PRC and a doctoral degree from Rensselaer Polytechnic Institute in the United States. I have extensive experience in the semiconductor industry. I am currently the chairman of the board of Wuhan Xinxin Integrated Circuit Manufacturing Holding Co., Ltd (武漢新芯集成電路股份有限公司). I served at a number of renowned semiconductor companies, including successively serving as the senior vice president of technology development and manufacturing, and the chief operating officer at Semiconductor Manufacturing International Corporation (中芯國際集成電路製造有限公司) (a company listed on both the Hong Kong Stock Exchange and the Shanghai Stock Exchange, stock code: 00981 and stock code: 688981, respectively), and the chief technology officer and senior vice president of Chartered Semiconductor Manufacturing, Inc. I have been an independent non-executive Director, the Chairperson of the Remuneration Committee and a member of the Nomination Committee of InnoScience since December 2024.
(II) Statement of Independence
During the reporting period, I did not hold any positions in the Company other than independent non-executive Director, nor did I hold any positions in the substantial shareholders of the Company. I had no interests in the Company and substantial shareholders or other relationship that may hinder my independent and objective judgment, and there were no circumstances affecting my independence as an independent non-executive Director. My employment complied with the relevant requirements of laws and regulations and the Articles of Association concerning the independence of an independent non-executive Director.
- 21 -
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
II. PERFORMANCE OF DUTIES BY INDEPENDENT NON-EXECUTIVE DIRECTOR IN 2024
(I) Attendance at Meetings in 2024
1. Attendance at Board meetings and general meetings
The Company was listed on the Stock Exchange on December 30, 2024, and the appointment of the independent non-executive Directors was effective from the date of listing. Due to the fact that my appointment was close to the end of the financial year, I have not actually participated in Board meetings and general meetings in 2024.
2. Attendance at meetings of special committees of the Board
Due to the fact that my appointment was close to the end of the financial year, the Company did not hold meetings of the Remuneration Committee and Nomination Committee since I became the Chairperson of the Remuneration Committee and a member of the Nomination Committee of the Board in 2024.
(II) Communication with Internal Auditor and Accounting Firm
Due to the fact that my appointment was close to the end of the financial year, I have not communicated with the internal audit department and accounting firm of the Company since I became an independent non-executive Director of the Company in 2024.
(III) Efforts to Protect the Interests of Investors
Although my appointment was close to the end of the financial year, in 2024, I sought to understand the Company's production and operation, technology R&D and internal control concerned by minority shareholders, communicated with the Company's management and other relevant personnel, and preliminarily began to perform the duties of an independent non-executive Director.
III. KEY ISSUES OF CONCERN REGARDING ANNUAL DUTY PERFORMANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS
In 2024, I studied corporate governance documents including the Articles of Association, learned the Listing Rules, reviewed the Company's listing application materials such as audit report and prospectus, and completed the basic post-related preparation. I have established a regular communication mechanism with the secretariat of the Company and started preliminary supervision.
APPENDIX I
2024 INDEPENDENT NON-EXECUTIVE DIRECTORS' PERFORMANCE REPORT
IV. OVERALL EVALUATION AND RECOMMENDATIONS
In 2025, I will actively perform my duties as an independent non-executive Director, maintain good communication and cooperation with Directors and senior management of the Company, continue to pay attention to the relevant work of the Company including internal control management and information disclosure, and proactively safeguard the legitimate rights and interests of investors, especially small and medium investors.
It is hereby reported as above.
Independent Non-executive Director
Yang, Simon Shi-Ning
March 28, 2025
- 23 -
APPENDIX II
EXPLANATORY STATEMENT RELATING TO SHARE REPURCHASE GRANT
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 RMB880,816,653, comprising 389,559,466 Domestic Unlisted Shares and 491,257,187 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 491,257,187 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 49,125,718 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, 2024. 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 gearing levels of the Company which, in the opinion of the Directors, are appropriate.
- 24 -
APPENDIX II
EXPLANATORY STATEMENT RELATING TO SHARE REPURCHASE GRANT
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 since December 30, 2024 (the Listing Date) up to and including the Latest Practicable Date are as follows:
| Month | Highest (HK$) | Lowest (HK$) |
|---|---|---|
| 2024 | ||
| December | 34.00 | 30.55 |
| 2025 | ||
| January | 43.80 | 30.55 |
| February | 65.50 | 37.60 |
| March | 67.60 | 42.80 |
| April (up to the Latest Practicable Date) | 46.90 | 40.75 |
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.
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.
APPENDIX II
EXPLANATORY STATEMENT RELATING TO SHARE REPURCHASE GRANT
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 H Shares representing approximately 32.63% 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 34.56% 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
Innoscience 英语赛科
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 Wednesday, April 30, 2025 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 2024 Annual Report of the Board of Directors (the “Board”) of the Company.
- To consider and approve the resolution on the 2024 Independent Non-executive Directors’ Performance Report of the Company.
- To consider and approve the 2024 Report of the Supervisory Committee of the Company.
- To consider and approve the resolution of the 2024 Annual Financial Report of the Company.
- To consider and approve the resolution on the 2024 Annual Financial Settlement Report of the Company.
- To consider and approve the resolution on the 2024 Profit Distribution Plan of the Company.
- To consider and approve the resolution on the 2024 Annual Report of the Company.
- To consider and approve the resolution on the 2024 Environmental, Social and Governance Report of the Company.
- To consider and approve the resolution on Directors’ Remuneration for 2024.
- To consider and approve the resolution on Supervisors’ Remuneration for 2024.
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To consider and approve the resolution on the Remuneration Plan for Directors and Supervisors for 2025.
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NOTICE OF ANNUAL GENERAL MEETING
Special Resolutions
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To consider and approve the resolution on the auditor’s remuneration for 2024 and appointment of auditor for 2025 and its remuneration.
-
To consider and approve the resolution to provide guarantees for subsidiaries.
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To consider and approve the resolution for the grant of a general mandate to issue shares.
"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 (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
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NOTICE OF ANNUAL GENERAL MEETING
(c) For the purposes of this resolution:
“Relevant period” means the period from the date of pass of this Resolution to the earliest of:
(i) At the conclusion of the next annual general meeting of the Company;
(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 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 as it may in its absolute discretion deem 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
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NOTICE OF ANNUAL GENERAL MEETING
(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;
(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.”
By order of the board of directors
InnoScience (Suzhou) Technology Holding Co., Ltd.
Dr. Weiwei Luo
Chairperson and Executive Director
Hong Kong, April 9, 2025
As at the date of this announcement, 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.
NOTICE OF ANNUAL GENERAL MEETING
Note:
-
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 meetings 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 general meeting (or any adjournment thereof), that is, not later than 4:00 p.m. on Tuesday, April 29, 2025. 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 General Meeting, the register of members of the Company will be closed from Friday, April 25, 2025 to Wednesday, April 30, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. 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 Thursday, April 24, 2025, being the closing date for registration.
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All times and dates referred to in this circular are Hong Kong time and dates.
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