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Keymed Biosciences Inc. Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Keymed Biosciences Inc., you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.
康诺亚
Keymed Biosciences
Keymed Biosciences Inc.
康諾亞生物醫藥科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2162)
(1) GENERAL MANDATES TO ISSUE SHARES
AND REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at 7F, D2 Building, Tianfu International Biotown, Shuangliu District, Chengdu, Sichuan, China on Thursday, June 26, 2025 at 2:00 p.m. is set out on pages 15 to 19 this circular.
A form of proxy for use at the Company's annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.keymedbio.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. by 2:00 p.m. on Tuesday, June 24, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude the Company's shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and in such event, the proxy shall be deemed to be revoked. For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Company's general meeting in connection to such treasury Shares.
All times and dates specified herein refer to Hong Kong local times and dates.
April 29, 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION ... 9
APPENDIX II - EXPLANATORY STATEMENT ... 12
NOTICE OF ANNUAL GENERAL MEETING ... 15
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at 7F, D2 Building, Tianfu International Biotown, Shuangliu District, Chengdu, Sichuan, China on Thursday, June 26, 2025 at 2:00 p.m. or any adjournment thereof, the notice of which is set out on pages 15 to 19 of this circular
“Articles of Association”
the Sixth Amended and Restated Memorandum and Articles of Association of the Company, as amended, supplemented or otherwise modified from time to time
“Audit Committee”
the audit committee of the Board
“Board”
the board of Directors
“Cayman Companies Act”
the Cayman Companies Act (As Revised), as amended, supplemented or otherwise modified from time to time
“CCASS”
Central Clearing and Settlement System established and operated by HKSCC
“Chengdu Keymed”
Keymed Biosciences (Chengdu) Co., Ltd.* (康諾亞生物醫藥科技(成都)有限公司), a subsidiary of the Company
“Company”
Keymed Biosciences Inc. (康諾亞生物醫藥科技有限公司), a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on the Main Board of the Stock Exchange
“Director(s)”
the director(s) of the Company
“Extension Mandate”
the general and unconditional mandate proposed under ordinary resolution numbered 4(C) in the notice of the Annual General Meeting set out on pages 15 to 19 of this circular to be granted to the Directors to extend the Issue Mandate by an amount representing the total number of Shares repurchased by the Company made pursuant to and in accordance with the Repurchase Mandate
- 1 -
DEFINITIONS
| “Group”, “our Group”, “our”, “we”, or “us” | the Company and all of its subsidiaries, or any one of them as the context may require or, where the context refers to any time prior to its incorporation, the business which its predecessors or the predecessors of its present subsidiaries, or any one of them as the context may require, were or was engaged in and which were subsequently assumed by it |
|---|---|
| “HK$” | Hong Kong Dollars, the lawful currency of Hong Kong |
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issue Mandate” | the general and unconditional mandate proposed under ordinary resolution numbered 4(A) in the notice of the Annual General Meeting set out on pages 15 to 19 of this circular to be granted to the Directors to allot and issue Shares (including any sale and transfer of treasury Shares) not exceeding 20% of the total issued Shares of the Company (excluding any treasury Shares) on the date of the passing of the said ordinary resolution |
| “Latest Practicable Date” | April 25, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “Listing Date” | July 8, 2021, on which the Shares were listed and from which dealings therein were permitted to take place on the Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on Stock Exchange (as amended, supplemented or otherwise modified from time to time) |
| “Nomination Committee” | the nomination committee of the Board |
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DEFINITIONS
"Repurchase Mandate"
the general and unconditional mandate proposed under ordinary resolution numbered 4(B) in the notice of the Annual General Meeting set out on pages 15 to 19 of this circular to be granted to the Directors to repurchase the Shares not exceeding 10% of the total issued Shares of the Company (excluding any treasury Shares) on the date of the passing of the said ordinary resolution
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time)
"Share(s)"
ordinary share(s) of nominal value of US$0.0001 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of Hong Kong, as amended and supplemented from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States of America
"%)
per cent.
In this circular, the terms "close associate(s)", "core connected person(s)", "controlling shareholder(s)", "subsidiary/subsidiaries" and "substantial shareholder(s)" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
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LETTER FROM THE BOARD
康诺亚
Keymed Biosciences
Keymed Biosciences Inc.
康諾亞生物醫藥科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2162)
Executive Directors
Dr. Bo CHEN
Dr. Changyu WANG
Dr. Gang XU
Registered office
Floor 4, Willow House, Cricket Square
Grand Cayman KY1-9010
Cayman Islands
Non-executive Directors
Mr. Qi CHEN
Dr. Min Chuan WANG
Mr. Yilun LIU
Principal place of business in Hong Kong
40th Floor
Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong
Independent Non-executive Directors
Prof. Xiao-Fan WANG
Prof. Yang KE
Mr. Cheuk Kin Stephen LAW
April 29, 2025
To the Shareholders
Dear Sir or Madam,
(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and, inter alia, the following proposals to be put forward at the Annual General Meeting for the approval by the Shareholders: (i) the grant to the Directors of Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of Directors; and (iii) the re-appointment of auditor of the Company.
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to allot and issue new Shares (including any sale or transfer of treasury Shares) and to exercise the powers of the Company to repurchase its own Shares, approval is to be sought from the Shareholders pursuant to the Listing Rules, for the Issue Mandate and the Extension Mandate to allot and issue Shares (including any sale or transfer of treasury Shares) and the Repurchase Mandate to repurchase its own Shares. As such, ordinary resolutions will be proposed to seek the Shareholders' approval for granting the Issue Mandate, the Repurchase Mandate and the Extension Mandate at the Annual General Meeting. Details of the aforesaid resolutions are set out in ordinary resolutions numbered 4(A), 4(B) and 4(C) in the notice of the Annual General Meeting.
An ordinary resolution will be proposed at the Annual General Meeting to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares (including any sale or transfer of treasury Shares) representing up to 20% of the total issued Shares of the Company (excluding any treasury Shares) as at the date of the passing of the proposed resolution. As at the Latest Practicable Date, there were 279,735,566 Shares in issue. Subject to the passing of the above proposed ordinary resolution in relation to the Issue Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company would be allowed to allot and issue (or sale or transfer out of treasury) a maximum of 55,947,113 Shares, calculated based on 20% of the total issued Shares of the Company (excluding any treasury Shares) as at the date of passing of the ordinary resolution in relation thereof.
In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the total number of Shares purchased by the Company under ordinary resolution numbered 4(B), if approved by the Shareholders at the Annual General Meeting, will also be added to extend the 20% limit of the Issue Mandate as mentioned in the proposed ordinary resolution numbered 4(A) provided that such additional number shall not exceed 10% of the total issued Shares of the Company (excluding any treasury Shares) as at the date of the passing of the Issue Mandate and the Repurchase Mandate.
The Issue Mandate, the Repurchase Mandate and the Extension Mandate, if approved at the Annual General Meeting, will continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held or until revoked or varied by ordinary resolution by the Shareholders in general meeting, whichever occurs first.
An explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
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LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the Board consists of nine Directors: three executive Directors, namely Dr. Bo CHEN, Dr. Changyu WANG and Dr. Gang XU; three non-executive Directors, namely Mr. Qi CHEN, Dr. Min Chuan WANG and Mr. Yilun LIU; and three independent non-executive Directors, namely Prof. Xiao-Fan WANG, Prof. Yang KE and Mr. Cheuk Kin Stephen LAW.
In accordance with Article 16.18 of the Articles of Association, at every annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Three retiring Directors shall be eligible for re-election. Accordingly, Dr. Bo CHEN, Dr. Min Chuan WANG and Mr. Yilun LIU will retire from office at the Annual General Meeting and, being eligible, each of them has offered himself for re-election as Director at the Annual General Meeting.
The Nomination Committee had evaluated the performance of each of the retiring Directors, as applicable, during the year ended December 31, 2024 based on the nomination policy and board diversity policy of the Company and found their performance satisfactory. The Nomination Committee also considered each of the retiring Directors' experience, skills and other perspectives as set out in Appendix I to this circular can bring further contributions to the Board and its diversity. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all of the retiring Directors stand for re-election as Directors at the Annual General Meeting. The Board believes that the continuous appointment of the retiring Directors contributes to the stability and diversity of the Board. Ordinary resolutions in respect of the re-election of each of the retiring Directors will be proposed at the Annual General Meeting for consideration and approval by the Shareholders.
The biographical details of each of the retiring Directors to be re-elected at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.
RE-APPOINTMENT OF AUDITOR
Ernst & Young will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment. Following the recommendation of the Audit Committee, the Board proposed to re-appoint Ernst & Young as the auditor of the Company with a term expiring upon the next annual general meeting of the Company, and the Board proposed to be authorized to fix its remuneration. An ordinary resolution in respect of the re-appointment of the auditor of the Company will be proposed at the Annual General Meeting for consideration and approval by the Shareholders.
LETTER FROM THE BOARD
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 15 to 19 of this circular is the notice of Annual General Meeting at which, inter alia, resolutions will be proposed to Shareholders to consider and approve (i) the grant to the Directors of Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of Directors; and (iii) the re-appointment of auditor of the Company.
FORM OF PROXY
A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.keymedbio.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. before 2:00 p.m. on Tuesday, June 24, 2025) or any adjournment thereof.
Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules and Article 13.5 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that the Chairman may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.
On a poll, every shareholder present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register. A shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
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LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of Annual General Meeting including the grant to the Directors of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of the retiring Directors and the re-appointment of auditor of the Company are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favor of all the resolutions to be proposed at the Annual General Meeting.
GENERAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
The English text of this circular and form of proxy shall prevail over the Chinese text.
Yours faithfully
By order of the Board
Keymed Biosciences Inc.
Dr. Bo CHEN
Chairman
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in Shares within the meaning of Part XV of the SFO.
Save as disclosed herein, none of the following Director holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, none of the following Director has any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.
DIRECTOR CANDIDATES
Executive Director
Dr. Bo CHEN, aged 51, has been a Director since April 23, 2018 and was re-designated as an executive Director on April 3, 2021 and currently serves as the chairman of our Board and our chief executive officer. Dr. Chen has been serving as the chief executive officer of Chengdu Keymed since December 2016 and its chairman since December 2018. Dr. Chen is primarily responsible for the overall strategic planning, business direction and operational management of our Group.
Dr. Chen has extensive experience in the pharmaceutical industry. Dr. Chen founded Wuhan Huaxin Kangyuan Biopharma Co., Ltd. (武漢華鑫康源生物醫藥有限公司) in June 2011, a biopharmaceutical company focusing on development of monoclonal antibodies drugs. Subsequently, from January 2013 to March 2015, Dr. Chen served as the general manager and an executive director at Shanghai Junshi Biosciences Co., Ltd. ("Junshi Bioscience", a dual listed company in Hong Kong (stock code: 1877) and Shanghai (stock code: 688180)) and subsequently served as the chief scientist until December 2016, Dr. Chen remained as a director of Junshi Bioscience until March 2018.
Dr. Chen obtained his bachelor's degree in cell biology from Wuhan University (武漢大學) in the PRC in July 1996. Dr. Chen proceeded to obtain his PhD. in fertility and molecular biology from the Albert Einstein College of Medicine of Yeshiva University in United States in September 2003.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Dr. Chen has entered into a service contract with the Company for a term of 3 years commencing from June 23, 2024 and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the service contract, Dr. Chen is entitled to a director’s remuneration of RMB3,880,000 and a discretionary bonus, which has been determined by the remuneration committee of the Company and the Board with reference to the Group’s operating results, his performance, duties and responsibilities with the Company and comparable market statistics.
As at the Latest Practicable Date, Dr. Chen’s interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance as set out below:
| Capacity/Nature of Interest | Number of Shares^{(1)} | Approximate Percentage of Shareholding in the Company (%) |
|---|---|---|
| Interest in controlled corporation^{(2)} | 77,751,482(L) | 27.79 |
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) Dr. Bo CHEN is interested in approximately 65.36% of the shareholdings of Moonshot Holdings Limited (“Moonshot”). Dr. Changyu WANG, Dr. Gang XU and Dr. Qian JIA, through their respective family trust, are interested in 13.31%, 13.31% and 8.02% of the equity interest in Moonshot, respectively.
Non-executive Directors
Dr. Min Chuan WANG (王闇川), aged 46, has been a Director since March 3, 2021, and was re-designated as a non-executive Director on April 3, 2021. He participates in decision-making in respect of major matters such as corporate and business strategies.
Dr. Wang is the founding managing partner of 3H Health Investment (三正健康投资), where he participates in matters related to the establishment and management of the healthcare investment funds and leads its biotech and biopharmaceutical investments.
Dr. Wang also sits on the Stock Exchange’s Biotech Advisory Panel (聊交所生物科技諮詢小組) and the HKSAR Innovation and Technology Fund’s Enterprise Support Scheme (ESS) Assessment Panel (香港特別行政區政府創新及科技基金企業支援計劃評審委員會).
Dr. Wang received his bachelor’s degree from Peking University. He obtained his master’s degree and his doctor’s degree from Cambridge University in the United Kingdom.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Dr. Wang has entered into a letter of appointment with the Company for a term of 3 years commencing from June 23, 2024 and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Dr. Wang does not receive any remuneration for his service as a non-executive Director.
Mr. Yilun LIU (劉逸倫), aged 39, has been a Director since March 3, 2021, and was re-designated as a non-executive Director on April 3, 2021. He participates in decision-making in respect of major matters such as corporate and business strategies.
Mr. Liu has experience working in the financial industry, including serving as the head of special situation at Anatole Investment Management Limited (晨曦投資管理有限公司). Since April 2018, Mr. Liu has been an executive director at Boyu Capital.
Mr. Liu received his bachelor of science degree in marketing from Fudan University (復旦大學) in the PRC in July 2009. He then obtained his master of business administration degree from Columbia Business School in May 2015.
Mr. Liu has entered into a letter of appointment with the Company for a term of 3 years commencing from June 23, 2024 and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Liu does not receive any remuneration for his service as a non-executive Director.
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APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
SHARES IN ISSUE
As at the Latest Practicable Date, the total number of Shares in issue was 279,735,566 Shares. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 27,973,556 Shares (calculated based on 10% of the total issued Shares) during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the date upon which such authority is revoked, varied or renewed by an ordinary resolution of the Shareholders in general meeting prior to the next annual general meeting of the Company.
REASONS OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
FUND OF REPURCHASES
Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association and the Cayman Companies Act. The Cayman Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of either the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital (including share premium account and capital redemption reserve) if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.
IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at December 31, 2024, being the date of the latest published audited financial statements of the Company) if the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.
APPENDIX II
EXPLANATORY STATEMENT
DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates, has any present intention to sell any Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.
No core connected person (as defined under the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.
EFFECT OF THE TAKEOVER CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
Dr. Bo CHEN is interested in approximately 65.36% of the shareholdings of Moonshot Holdings Limited ("Moonshot"). Dr. Changyu WANG, Dr. Gang XU and Dr. Qian JIA, through their respective family trust, are interested in 13.31%, 13.31% and 8.02% of the equity interest in Moonshot, respectively. Dr. Bo CHEN, Dr. Changyu WANG, Dr. Gang XU and Dr. Qian JIA, who have interests in the Shares through their interest in Moonshot, are the substantial Shareholders ("Substantial Shareholders"). To the best knowledge of the Company, as at the Latest Practicable Date, 77,751,482 Shares representing approximately 27.79% of the total issued Shares were held by the Substantial Shareholders. In the event that the Directors exercise the proposed Repurchase Mandate in full, the aggregate shareholding interest of the Substantial Shareholders would be increased to approximately 30.88% of the total issued Shares. The Directors consider that such increase in shareholding may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not have any present intention to exercise the proposed Repurchase Mandate to such an extent as would give rise to such an obligation.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands, and are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
SHARE REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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APPENDIX II
EXPLANATORY STATEMENT
CONFIRMATION
The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association. Neither this explanatory statement nor the proposed share repurchase has any unusual features.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
SHARE PRICES
The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous twelve calendar months and up to the Latest Practicable Date were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest traded prices HK$ | Lowest traded prices HK$ | |
| 2024 | ||
| April | 36.90 | 26.60 |
| May | 42.30 | 31.25 |
| June | 36.40 | 30.70 |
| July | 34.90 | 29.20 |
| August | 35.85 | 30.40 |
| September | 43.00 | 34.00 |
| October | 47.50 | 38.20 |
| November | 45.50 | 37.10 |
| December | 43.40 | 29.00 |
| 2025 | ||
| January | 31.85 | 27.05 |
| February | 38.45 | 28.40 |
| March | 46.65 | 33.30 |
| April (up to the Latest Practicable Date) | 49.60 | 34.15 |
NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
Keymed Biosciences Inc.
康諾亞生物醫藥科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2162)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of Keymed Biosciences Inc. (the "Company") will be held at 7F, D2 Building, Tianfu International Biotown, Shuangliu District, Chengdu, Sichuan, China on Thursday, June 26, 2025 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and independent auditor for the year ended December 31, 2024.
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(a) (i) To re-elect Dr. Bo CHEN as an executive Director.
(ii) To re-elect Dr. Min Chuan WANG as a non-executive Director.
(iii) To re-elect Mr. Yilun LIU as a non-executive Director.
(b) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
- To re-appoint Messrs. Ernst & Young as auditor of the Company until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration.
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:
(A) That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares (which have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited) out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the total number of shares issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the total issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution and the said approval shall be limited accordingly;
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NOTICE OF ANNUAL GENERAL MEETING
(iv) for the purpose of this resolution:--
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:--
(1) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the shareholders in a general meeting, either unconditionally or subject to conditions;
(2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(3) the revocation, variation or renewal of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares in the Company on the register on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).
(B) That:
(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(iv) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the shareholders in a general meeting, either unconditionally or subject to conditions;
(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(c) the revocation, variation or renewal of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
(C) THAT conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this Annual General Meeting being passed, the total number of shares of the Company which are repurchased by the Company after the date of the passing of this resolution (up to a maximum of 10% of the total issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing this resolution) shall be added to the total number of shares of the Company that may be issued, allotted or otherwise dealt with (including any sale or transfer of treasury shares out of the treasury that are held as treasury shares of the Company), or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution numbered 4(A) set out in the notice convening this Annual General Meeting.
By order of the Board
Keymed Biosciences Inc.
Dr. Bo CHEN
Chairman
Hong Kong, April 29, 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) All resolutions proposed at the Annual General Meeting will be voted by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on both the websites of The Stock Exchange of Hong Kong Limited of www.hkexnews.hk and the Company at www.keymedbio.com in accordance with the Listing Rules. Holders of treasury shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings in connection to such treasury shares.
(ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.
(iii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
(iv) A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.keymedbio.com). In order to be valid, a form of proxy must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarised certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. by 2:00 p.m. on Tuesday, June 24, 2025) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
(v) The transfer books and register of members will be closed from Monday, June 23, 2025 to Thursday, June 26, 2025, both days inclusive, to determine the entitlement of the shareholders to attend the above meeting, during which period no share transfers can be registered. Shareholders whose names appear on the register of members of the Company on Thursday, June 26, 2025 will be entitled to attend and vote at the Annual General Meeting. All transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investors Service Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, June 20, 2025.
(vi) With regard to the resolution set out in items 4(A) to 4(C) of the notice convening the Annual General Meeting, the Directors wish to state that they have no immediate proposals either to issue or repurchase any securities of the Company. An explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the general mandate to repurchase shares of the Company, as required by the Listing Rules, is set out in Appendix II to the circular of the Company dated April 29, 2025.
(vii) All times and dates specified herein refer to Hong Kong local times and dates.
As at the date of this notice, the Board comprises Dr. Bo CHEN, Dr. Changyu WANG and Dr. Gang XU as executive directors; Mr. Qi CHEN, Dr. Min Chuan WANG and Mr. Yilun LIU as non-executive directors; Prof. Xiao-Fan WANG, Prof. Yang KE and Mr. Cheuk Kin Stephen LAW as independent non-executive directors.
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