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JOINN Laboratories (China) Co., Ltd. Proxy Solicitation & Information Statement 2026

May 12, 2026

50978_rns_2026-05-12_682f141a-1792-4983-b4bc-d448c500ebed.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

临时

JOINN

JOINN LABORATORIES (CHINA) CO., LTD.

北京昭衍新藥研究中心股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 6127)

NOTICE OF THE ANNUAL GENERAL MEETING OF 2025

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “AGM”) of JOINN Laboratories (China) Co., Ltd. (the “Company”) will be held at Meeting Room, 7 Ruihe West 1st Road, Economic-Technological Development Area, Beijing, China on Thursday, 4 June 2026 at 2:30 p.m. for the following purposes of considering and, if deemed appropriate, approving the following resolutions.

ORDINARY RESOLUTIONS

To consider and approve:

  1. The annual report and summary for 2025;
  2. The work report of the Board of Directors for 2025;
  3. The proposed 2025 Profit Distribution Plan;
  4. The proposed formulation of the Management Rules on the Remuneration for Directors and Senior Management of JOINN Laboratories (China) Co., Ltd.;
  5. The proposed remuneration of Directors;
  6. The proposed appointment of Mr. Zhou Fengyuan as a non-executive Director;
  7. The re-appointment of the auditors for 2026;

SPECIAL RESOLUTIONS

  1. The proposed amendments to the Articles of Association of JOINN Laboratories (China) Co., Ltd.;
  2. The proposed amendments to the Rules of Procedures of the General Meeting of Shareholders of JOINN Laboratories (China) Co., Ltd.;
  3. The adoption of the 2026 Restricted A Share Incentive Scheme;
  4. The adoption of the Assessment Administrative Measures on the Implementation of the 2026 Restricted A Share Incentive Scheme;
  5. The authorization to the Board to deal with matters in relation to the 2026 Restricted A Share Incentive Scheme.

Details of the above resolutions proposed at the AGM are contained in the circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.joinnlabs.com).

By Order of the Board
JOINN Laboratories (China) Co., Ltd.
Feng Yuxia
Chairperson

Beijing, China, 13 May 2026

Notes:

  1. Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular of the Company dated 13 May 2026.
  2. For the purpose of holding the AGM, the register of members of the Company will be closed from Monday, 1 June 2026 to Thursday, 4 June 2026 (both days inclusive), during which period no transfer of shares can be registered. In order for H Shareholders to be qualified to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Friday, 29 May 2026 for registration. The Shareholders whose names appear on the register of members of the Company on Thursday, 4 June 2026 are entitled to attend and vote at the AGM.
  3. For the purpose of determining the list of H Shareholders who are entitled to the 2025 Profit Distribution, the register of members of the Company will be closed from Wednesday, 24 June 2026 to Friday, 26 June 2026 (both days inclusive), during which period no transfer of Shares will be registered. H Share Shareholders whose names appear on the H Share register of members of the Company on Friday, 26 June 2026 are entitled to the 2025 Profit Distribution. In order to be entitled to receive the 2025 Profit Distribution, all share certificates, together with the instruments of transfers, must be lodged for registration with the H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 23 June 2026.

  1. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

  2. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.

  3. In order to be valid, the proxy form must be deposited, for H Shareholders of the Company, to the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the AGM or the adjourned meeting (as the case may be) (i.e. not later than 2:30 p.m. on Wednesday, 3 June 2026 (Hong Kong time)). If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

  4. Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the AGM. If corporate Shareholders appoint authorised representative to attend the AGM, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the AGM.

  5. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

  6. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.

  7. References to time and dates in this notice are to Hong Kong time and dates.

  8. For any matter relating to the Annual General Meeting, please contact Mr. Jia Fengsong (via email: [email protected] or telephone: +86 010 6786 9582).

As at the date of this announcement, the Board comprises Ms. Feng Yuxia as the Chairperson and executive Director, Mr. Gao Dapeng, Ms. Sun Yunxia, Mr. Gu Jingliang and Ms. Luo Xi as executive Directors, and Mr. Zhang Fan, Mr. Yang Changyun, Mr. Yang Fuquan and Mr. Ying Fangtian as independent non-executive Directors, and Ms. Li Ye as an employee Director.

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