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Rainmed Medical Limited — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
50504_rns_2026-04-28_add19b0f-688c-4ca3-8707-504b8c26cf32.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, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Rainmed Medical Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
RainMed
Rainmed Medical Limited
潤邁德醫療有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2297)
(1) PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Rainmed Medical Limited to be held at Room NW-05-502, Northwest District, Nanopolis Suzhou, No. 99 Jinji Lake Avenue, Suzhou Industrial Park, Suzhou, Jiangsu Province, the PRC on Monday, June 29, 2026 at 10:30 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the 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 Rainmed Medical Limited (www.rainmed.com).
Whether or not you are able 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 Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. before 10:30 a.m. on June 27, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting (or any adjournment thereof) if they so wish.
References to times and dates in this circular are to Hong Kong local times and dates.
April 29, 2026
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 3
Issue Mandate. 4
Repurchase Mandate. 4
Re-election of Retiring Directors 4
Re-appointment of Auditor 6
Notice of Annual General Meeting 6
Form of Proxy. 6
Voting by Poll. 6
Recommendations. 7
Closure of Register of Members 7
Responsibility Statement. 7
General. 7
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION 8
APPENDIX II — EXPLANATORY STATEMENT 12
NOTICE OF ANNUAL GENERAL MEETING. 15
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:
“Annual General Meeting”
the annual general meeting of the Company to be held at Room NW-05-502, Northwest District, Nanopolis Suzhou, No. 99 Jinji Lake Avenue, Suzhou Industrial Park, Suzhou, Jiangsu Province, the PRC on Monday, June 29, 2026 at 10:30 a.m., or any adjournment thereof and notice of which is set out on pages 15 to 19 of this circular
“Articles of Association”
the fourth amended and restated memorandum and articles of association of the Company adopted on June 28, 2024, as amended from time to time
“Board”
the board of Directors
“Cayman Companies Act”
the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended or supplemented or otherwise modified from time to time
“Company”
Rainmed Medical Limited (潤邁德醫療有限公司), an exempted company incorporated in the Cayman Islands with limited liability on April 9, 2021
“Director(s)”
the director(s) of the Company
“Group”
the Company and its subsidiaries from time to time or, where the context so requires, in respect of the period prior to the Company became the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Issue Mandate”
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with additional Shares not exceeding 20% of the number of issued Shares (excluding Treasury Shares) as at the date of the passing of the relevant resolution granting such mandate
“Latest Practicable Date”
April 21, 2026, 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, 2022, being the date on which dealings in the Shares first commenced on the Stock Exchange
— 1 —
DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"PRC"
the People's Republic of China excluding, for the purpose of this circular, the Hong Kong Special Administrative Region of the People's Republic of China, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of the issued Shares (excluding Treasury Shares) as at the date of the passing of the relevant resolution granting such mandate
"RMB"
Renminbi, the lawful currency of the PRC
"Securities and Futures Ordinance"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time
"Share(s)"
ordinary share(s) with a par value of HK$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 Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong, as amended from time to time
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules, with effect on June 11, 2024 and as amended from time to time
"%)
per cent
- The English translation of Chinese names of entities included in this circular is prepared for identification purpose only.
— 2 —
LETTER FROM THE BOARD
RainMed
Rainmed Medical Limited
潤邁德醫療有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2297)
Executive Directors:
Mr. Huo Yunfei (霍雲飛)
(Chairman)
Mr. Zhu Zeke (朱則柯)
(Joint Chief Executive Officer)
Ms. Duan Jing (段靜)
Non-executive Directors:
Dr. Huo Yunlong (霍雲龍)
Mr. Wang Lin (王霖)
Mr. Heng Lei (衡磊)
Independent non-executive Directors:
Mr. Liu Shuen Kong (廖船江)
Mr. Chen Xuefeng (陳雪峰)
Mr. Zhao Hui (趙暉)
Registered office:
Floor 4, Willow House
Cricket Square
Grand Cayman KY1-9010
Cayman Islands
Headquarters and principal place of
business in the PRC:
Room NW-05-502
Northwest District
Nanopolis Suzhou
No. 99, Jinji Lake Avenue
Suzhou Industrial Park
Suzhou, Jiangsu Province, PRC
Principal place of business in Hong Kong:
Room 19-108, 19/F
Cityplaza Three
14 Taikoo Wan Road
Taikoo, Hong Kong
April 29, 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to notify you of the Annual General Meeting and to provide you with information on the resolutions to be proposed at the Annual General Meeting, including (a) the granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate to the Directors; (b) the re-election of the retiring Directors; and (c) the re-appointment of the auditor of the Company.
LETTER FROM THE BOARD
ISSUE MANDATE
In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution numbered 4(A) will be proposed at the Annual General Meeting that the Directors be granted the Issue Mandate to exercise the powers of the Company to allot, issue and/or deal with additional Shares not exceeding 20% of the number of issued Shares (excluding Treasury Shares) as at the date of the passing of the resolution approving the Issue Mandate.
As at the Latest Practicable Date, 1,401,358,800 Shares were in issue. Subject to the passing of the ordinary resolution numbered 4(A) and on the basis that no further Shares are allotted, issued and/or dealt with under the Issue Mandate after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 280,271,760 Shares under the Issue Mandate.
In addition, subject to the passing of the ordinary resolution numbered 4(C), the limit to the number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors under the Issue Mandate, if granted to the Directors, be extended to include the number of the Shares repurchased by the Company under the Repurchase Mandate provided that the number of Shares to be allotted and issued under the extended Issue Mandate will not exceed 10% of the number of issued Shares (excluding Treasury Shares) as at the date of the passing of the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.
REPURCHASE MANDATE
In addition, an ordinary resolution numbered 4(B) will be proposed at the Annual General Meeting that the Directors be granted the Repurchase Mandate to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares (excluding Treasury Shares) as at the date of the passing of the resolution approving the Repurchase Mandate.
An explanatory statement as required under the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. The 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.
RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 16.2 of the Articles of Association, any Director appointed by the Board either to fill a casual vacancy or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election.
In accordance with Article 16.18 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or 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. Any Director appointed pursuant to Article 16.2 or Article 16.3 of the Articles of Association shall not be taken into account in determining the number of Directors and which Directors are to retire by rotation.
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LETTER FROM THE BOARD
Accordingly, pursuant to Article 16.2 and Article 16.18 of the Articles of Association, Mr. Huo Yunfei (an executive Director), Mr. Zhu Zeke (an executive Director), Ms. Duan Jing (an executive Director), Mr. Chen Xuefeng (an independent non-executive Director) and Mr. Zhao Hui (an independent non-executive Director) will retire by rotation and, being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.
The nomination committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, and the skills, experience, professional knowledge, time commitments and contribution of the Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and directors' nomination policy, as well as the Company's corporate strategies.
Mr. Chen Xuefeng and Mr. Zhao Hui, being the independent non-executive Directors, have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. After taken into account the perspectives, skills and experience of Mr. Chen Xuefeng and Mr. Zhao Hui as detailed in Appendix I to this circular with reference to the objective principle set out in the Company's diversity policy and directors' nomination policy as well as their valuable contributions and insights to the Board, the Nomination Committee is of the view that Mr. Chen Xuefeng and Mr. Zhao Hui have the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director, and neither they have involved in the daily management of the Company nor have any relationships or circumstances that would materially affect them to make independent judgment. Mr. Chen Xuefeng and Mr. Zhao Hui have demonstrated the ability to provide an independent, balanced and objective view to the Company's matters. The nomination committee of the Company and the Board thus believe that they are independent in accordance with the independence guidelines set out in the Listing Rules.
The Company has adopted and has complied with the directors' nomination policy. The Board has considered the qualifications, skills, knowledge, ability and experience of the Directors subject to the re-election at the Annual General Meeting, and their time commitment and attention to perform their duties as Directors, as well as the current structure and composition of the Board. The Board is of the view that these Directors have different cultural, educational and professional background and have abundant experience in their respective areas of expertise. The Board also believes that these Directors have brought, and will continue to bring, their respective valuable experience, skills and perspectives to the Board with a view of contributing to the diversity of the Board.
Details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.
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LETTER FROM THE BOARD
RE-APPOINTMENT OF AUDITOR
In accordance with Rule 13.88 of the Listing Rules, the Company proposes to re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company to hold office until the next annual general meeting of the Company and to authorize the Board to fix its remuneration for the year ended December 31, 2026. The audit fee for the year ended December 31, 2025 of the Group is approximately HK$1.45 million, which has been agreed with the auditor and will remain unchanged for the year ended December 31, 2026. The estimated audit fee has been determined after due consideration and arm's length negotiations between the Company and the auditor, taking into account, among other things, the size, nature and complexity of the Group's business operations, the expected scope of the audit, the audit timetable, and the level and mix of professional staff to be deployed. The estimated audit fee also assumes that there will be no material change in the Group's operations, accounting policies or regulatory environment during the financial year, and that the Company will provide timely and adequate assistance and information as reasonably required for the purposes of the audit. The re-appointment of the auditor of the Company has been reviewed by the audit committee of the Company which made a recommendation to the Board that the re-appointment be submitted and proposed for Shareholders' approval at the Annual General Meeting. Unless there is a material change in the basis or assumptions set out above, the final audit fee should not deviate materially from the estimated amount. In the event of any material change, the Company will make further disclosure as appropriate.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 15 to 19 of this circular is the notice of the Annual General Meeting at which ordinary resolutions will be proposed to Shareholders to consider and, if thought fit, approve, among other things, the granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate to the Directors, the re-election of the retiring Directors, and the re-appointment of the auditor of the Company.
FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.rainmed.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 Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 10:30 a.m. on June 27, 2026) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if he/she/it so wishes and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY POLL
In accordance with Rule 13.39(4) of the Listing Rules and Article 13.5 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a 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, each of the resolutions set out in the notice of the Annual General Meeting will be taken by way of poll.
LETTER FROM THE BOARD
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
The announcement of the poll results of the Annual General Meeting will be published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.rainmed.com) after the conclusion of the Annual General Meeting in accordance with the requirements of the Listing Rules.
RECOMMENDATIONS
The Directors consider that the proposed resolutions for (a) the granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate to the Directors; (b) the re-election of the retiring Directors; and (c) the re-appointment of the auditor of the Company are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all the resolutions to be proposed at the Annual General Meeting.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Wednesday, June 24, 2026 to Monday, June 29, 2026, both days inclusive, in order to determine the identity of the Shareholders who are entitled to attend the Annual General Meeting, during which no share transfers will be registered. To be eligible to attend the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch 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 Tuesday, June 23, 2026.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
GENERAL
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolution to be proposed at the Annual General Meeting. Your attention is also drawn to the additional information set out in the appendices to this circular.
Yours faithfully,
By order of the Board
Rainmed Medical Limited
Huo Yunfei
Chairman of the Board and Executive Director
APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Below sets out the particulars of the Directors proposed to be re-elected at the Annual General Meeting as required under the Listing Rules.
As at the Latest Practicable Date, save as disclosed below, (i) none of the following Directors had any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance; (ii) none of the following Directors held any position with the Company or any other member of the Group, or held any directorships or any other major appointment and professional qualification in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) each of the following Directors is not otherwise related to any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders nor is there any information relating to the following Directors which is required to be disclosed in accordance with Rule 13.51(2)(h) to (v) of the Listing Rules.
EXECUTIVE DIRECTOR
Mr. Huo Yunfei (霍雲飛), aged 48, is our chairman of the Board, executive Director and chief executive officer. He was appointed as our Director on April 9, 2021 and was re-designated as the chairman of the Board, executive Director and chief executive officer of our Group on December 10, 2021. He resigned as the chief executive officer on July 15, 2025. He is responsible for supervising and providing overall management business and strategy of our Group. Mr. Huo founded Suzhou Runxin Medical Instrument Co., Ltd. (蘇州潤心醫療器械有限公司) (“Suzhou Runxin”) in August 2014, and he has more than seven years of experience in the medical device industry.
Mr. Huo serves as director of several subsidiaries of our Group. Since March 2021, he has been serving as a director of Rianmed BVI Limited and Hong Kong Rainmed Medical Limited and he is responsible to shareholders' meeting and presiding over the relevant affairs of the Board. In addition, he has been serving as an executive director of Beijing Runxin Medical Technology Co., Ltd. (北京潤心醫療科技有限公司) (“Beijing Runxin”) and a director of Rainmed Medical Inc. since August 2020 and November 2019, respectively, and he is responsible for the companies' overall management. He has also been serving as chairman of the board and chief executive officer of Suzhou Rainmed Medical Technology Co., Ltd. (蘇州潤邁德醫療科技有限公司) (“Suzhou Rainmed”) since September 2020, and he is responsible for the company's overall management. Mr. Huo also served as chairman of the board and a general manager of Suzhou Runxin from August 2014 to August 2020, and he was responsible to shareholders' meeting and presiding over the relevant affairs of the Board.
Prior to joining our Group, Mr. Huo worked at Aspire Information Technology (Beijing) Co., Ltd. (卓望信息技術(北京)有限公司) (“Aspire Beijing”) from December 2008 to December 2013, a subsidiary of China Mobile Limited (a listed company on the main board of the Stock Exchange (stock code: 0941. HK)) and principally engaged in IT, ICT platform and application development services. He was also chief engineer of Aspire Digital Technologies (Shenzhen) Co., Ltd. (卓望數碼技術(深圳)有限公司), a subsidiary of China Mobile Limited as well and principally engaged in software development supporting communications and the Internet, and he was responsible for internet marketing platform project from August 2005 to November 2008. Moreover, he worked at Siemens Ltd., China (西門子(中國)有限公司) from October 2004 to September 2005, a branch of Siemens AG (a listed company on the Frankfurt Stock Exchange (stock code: SIE)) that principally creates technology with purpose and focuses on digital innovations, combining the global R&D systems and extensive network of innovation centers with local business needs.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Huo obtained his bachelor’s degree in information science from Beijing Institute of Technology（北京理工大學）in the PRC in July 2000. He further obtained his master’s degree in advanced computer science from the University of Manchester in the United Kingdom in December 2003.
Mr. Huo has entered into a service contract with the Company. The initial term of his service contract is three years, commencing from the date of appointment (i.e. April 9, 2021) until terminated in accordance with the terms and conditions of the contract and will be automatically renewed for another three years. Either party to the service contract shall give not less than one month’s prior notice to the other party. He is also subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. As an executive Director, Mr. Huo is entitled to receive an annual remuneration of HK$240,000 in accordance with the service contract, which is determined with reference to his background, qualifications, experience, duties and responsibilities with the Group and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Huo was interested in 219,528,400 Shares, including the right to exercise the options granted to him under the Pre-IPO Share Option Scheme (as defined in the Company’s Prospectus dated June 27, 2022) to acquire a maximum of 2,996,400 Shares, subject to the terms and conditions of such options.
Mr. Zhu Zeke (朱則柯), aged 39, is an executive Director and joint chief executive officer of the Company. He was appointed as an executive Director and joint chief executive officer on July 15, 2025. He obtained his bachelor degree of art major in English from Beijing International Studies University（北京第二外國語學院）in July 2010 in the PRC. He further obtained the Level 3 certificate of the China Accreditation Test For Translators and Interpreters (CATTI).
Prior to joining the Group, he served as the chairman of the board for Beijing Ambrey Technology Co., Ltd.（北京安布瑞科技有限公司），a company primarily engaged in technology promotion and health services, since March 2019 where he was primarily responsible for strategic development and other business areas. Since March 2020, he became the executive partner of Beijing Cabest Enterprise Management Center (Limited Partnership)（北京卡貝斯特企業管理中心(有限合夥)）and was primarily responsible for overseeing the investment of the entity. He also served as senior management role for other companies.
Mr. Zhu has entered into a service contract with the Company. The initial term of his service contract is three years, commencing from the date of appointment (i.e. July 15, 2025) until terminated in accordance with the terms and conditions of the contract, and continuing thereafter. Either party to the service contract shall give not less than one month’s prior notice to the other party. Mr. Zhu is also subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Zhu is not entitled to any director’s fee.
As at the Latest Practicable Date, Mr. Zhu was interested in 233,559,800 Shares.
Ms. Duan Jing (段靜), aged 42, is an executive director and director of Human Resources Department of the Company. She was appointed as an executive director and director of Human Resources Department on July 15, 2025. Ms. Duan joined the Group in April 2020 as an human resources manager and was further promoted as the director for HR department. She obtained her bachelor’s degree in law from Jianghan University（江漢大學）in June 2006 in the PRC and further pursued master’s degree in applied psychology (with a focus on human resources) in South China Normal University（華南師範大學）in 2008 in the PRC.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Prior to her joining in the Group, she worked in Suzhou Mediston Medical Technology Co., Ltd. (蘇州麥迪斯頓醫療科技股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 603990) and primarily engaged in clinical information systems and digital operating rooms since July 2016, where she served as the manager of the HR department, a senior HR business partner, and the head of organizational development, responsible for various HR matters within the group. From 2012 to 2015, she was the HR supervisor for the South China branch of ASC Fine Wines (Shanghai) Co., Ltd. (ASC精品酒業(上海)有限公司) (the wine importer for Suntory Group in the PRC), and was primarily responsible for overseeing HR operations and key projects in South China and the Hong Kong-Macau region. From 2007 to 2012, she served as the HR supervisor at Crocs (Shenzhen) Co., Ltd. (卡駱馳鞋業(深圳)有限公司) (NASDAQ Stock Code: CROX) and was primarily responsible for daily HR operations and HR projects in the Asia-Pacific region.
Ms. Duan has entered into a service contract with the Company. The initial term of her service contract is three years, commencing from the date of appointment (i.e. July 15, 2025) until terminated in accordance with the terms and conditions of the contract, and continuing thereafter. Either party to the service contract shall give not less than one month's prior notice to the other party. Ms. Duan is also subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Ms. Duan is not entitled to any director's fee.
As at the Latest Practicable Date, Ms. Duan held an interest in 280,000 shares, including the right to exercise options granted to her under the Pre-IPO Share Option Scheme (as defined in the Company's prospectus dated June 27, 2022) to acquire up to 280,000 shares, subject to the terms and conditions of such options.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Chen Xuefeng (陳雪峰), aged 46, is an independent non-executive Director of the Company. He was appointed as an independent non-executive Director on August 15, 2023, and is responsible for supervising and providing independent judgment to our Board. Mr. Chen has profound experience in financing and investment.
Prior to joining the Group, Mr. Chen served as an associate of Guangdong Jundao Law Firm (廣東君道律師事務所) from April 2007 to October 2010 and as a partner of Guangdong Ruiting Law Firm (廣東瑞霆律師事務所) from October 2010 to April 2012, from which he gained extensive experience in capital market. From April 2012 to April 2015, he served as a vice president of Shenzhen Jinxin Industrial Group Co., Ltd (深圳市金信實業集團有限公司). Since September 2015, he has been a managing director and person in charge of the investment and financing management department of Shenzhen Tiantu Capital Management Center (Limited Partnership) (深圳天圖資本管理中心(有限合夥)), where he is responsible for fund management and project post-investment management. He has served as an independent non-executive Director of Yunji Inc. (NASDAQ: YJ) since September 2023.
Mr. Chen obtained a Bachelor of Laws degree from the Southwest University of Political Science and Law (西南政法大學) in the PRC in July 2004. He further received the legal professional qualification certificate in the PRC in February 2007. Mr. Chen has been certified as a certified public accountant and a certified tax agent in the PRC since December 2015 and June 2011, respectively.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Chen has entered into an appointment letter with the Company for an initial term commencing from August 15, 2023 ending on the next annual general meeting of the Company, until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than one month's prior notice in writing, and will be automatically renewed for another three years. Mr. Chen will be subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Chen is entitled to an annual remuneration of HK$280,000 as an independent non-executive Director pursuant to the appointment letter. The Remuneration Committee of the Company has reviewed and determined the remuneration and compensation packages with reference to his responsibilities, workload, the time commitment to the Group and the performance of the Group.
As at the Latest Practicable Date, Mr. Chen did not have any interests in the Shares within the meaning of Part XV of the SFO.
Mr. Zhao Hui (趙暐), aged 47, is an independent non-executive Director of the Company. He was appointed as an independent non-executive Director on July 15, 2025.
From August 2002 to February 2009, Mr. Zhao worked at the PricewaterhouseCoopers Zhongtian (Special General Partnership), Guangzhou Branch (普華永道中天會計師事務所(特殊普通合夥)廣州分所), served as an audit associate and later becoming a deputy manager. From February 2009 to July 2012, he served as the chief financial officer at Guangzhou Tuoo Consulting Co., Ltd. (廣州拓歡諮詢有限公司). From July 2012 to December 2014, Mr. Zhao was a chief financial officer at Guangzhou Huiqin Investment Consulting Co., Ltd. (廣州匯勤投資諮詢有限公司). He served as a Senior Manager at the PricewaterhouseCoopers Zhongtian (Special General Partnership), Guangzhou Branch (普華永道中天會計師事務所(特殊普通合夥)廣州分所), from January 2015 to September 2020. From October 2020 to September 2021, he served as the chief financial officer at Dexin Service Group Co., Ltd. (德信服務集團有限公司), which is a company listed on the Hong Kong Stock Exchange (stock code: 2215.HK), where he managed the group's financial operations and helped advance its strategic business goals. Since October 2021, Mr. Zhao has been a partner at Guangzhou Huiqin Investment Consulting Co., Ltd. (廣州匯勤投資諮詢有限公司), focusing on investment and financing projects. Since November 2024, he has also been serving as a non-executive director at Xinji Shaxi Group Co., Ltd. (信基沙溪集團股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 3603.HK), specializing in the operation of a hotel supplies marketplace.
Mr. Zhao obtained a bachelor's degree in science in June 2001 and a bachelor's degree in administration from Sun Yat-sen University (中山大學) in June 2002 in the PRC. In May 2011, Mr. Zhao obtained the qualification of Intermediate Accountant (中級會計師) from the Guangdong Provincial Department of Human Resources and Social Security (廣東省人力資源和社會保障廳). In November 2013, he obtained the qualification of International Certified Internal Auditor (國際註冊內部審計師), certified by the International Internal Auditors Association and awarded by the China Internal Audit Association (中國內部審計協會). In April 2014, he obtained the qualification of Certified Public Accountant (註冊會計師) from the Chinese Institute of Certified Public Accountants (中國註冊會計師協會).
Mr. Zhao has entered into an appointment letter with the Company for a term commencing from July 15, 2025 until the next annual general meeting of the Company, upon which Mr. Zhao shall be eligible for re-election by the Shareholders of the Company. Thereafter, Mr. Zhao will be subject to retirement by rotation and re-election in accordance with the memorandum and articles of association of the Company. Mr. Zhao is entitled to a director's fee of HK$280,000 per annum. The emolument of Mr. Zhao has been determined by the Board with reference to the prevailing market conditions, his experience, his roles and responsibilities and the Company's remuneration policy. Such remuneration has been recommended by the Remuneration Committee and approved by the Board.
As at the Latest Practicable Date, Mr. Zhao did not have any interests in the Shares within the meaning of Part XV of the SFO.
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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.
SHARE REPURCHASE PROPOSAL
As at the Latest Practicable Date, the total number of issued Shares was 1,401,358,800 and the Company does not have any Treasury 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 140,135,880 Shares which represent 10% of the issued Shares as at the date of the passing of the relevant resolution to approve the Repurchase Mandate during the period ending on the earliest of: (i) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; (ii) the expiry of the period within which the next annual general meeting of the Company is required to be held under any applicable laws or the Articles of Association; and (iii) the passing of an ordinary resolution by Shareholders at a general meeting of the Company revoking or amending such mandate.
REASONS FOR AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to the Directors to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or earnings per Share and will only be made where the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of the proceeds of a new issuance of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Cayman Companies Act, out of share capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Cayman Companies Act, out of share capital.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital and/or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Group as at December 31, 2025, being the date to which the latest published audited consolidated financial statements of the Group were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
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APPENDIX II
EXPLANATORY STATEMENT
With effect from June 11, 2024, the Listing Rules had been amended to remove the requirement to cancel repurchased Shares and to adopt a framework to allow repurchased Shares to be held in treasury and govern the resale of Treasury Shares. As at the Latest Practicable Date, the Company does not have any repurchased Shares and the present intention of the Company in respect of the repurchased Shares, if any, is to cancel any Shares repurchased under the Repurchase Mandate rather than hold them as Treasury Shares. If the Company intends to hold such Shares in treasury, the Company will ensure that it is conducted in accordance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands and any sale or transfer of shares in treasury, if any, will be subject to the terms of the issue mandate. As at the Latest Practicable Date, the Company does not have any Treasury Shares.
GENERAL
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), has any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company under the Repurchase Mandate.
The Directors have undertaken that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the relevant proposed resolution in accordance with the Listing Rules, the Articles of Association and the applicable laws and regulations of the Cayman Islands.
No core connected person (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.
Neither the Explanatory Statement nor the proposed share repurchase has unusual features.
TAKEOVERS CODE
If, as a result of any 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 of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. To the best knowledge of the Directors, save as aforesaid, the Directors 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. Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations to make a mandatory general offer by any Shareholder under the Takeovers Code.
Any repurchase of Shares that results in the number of Shares held by the public being reduced to less than 25% of the Shares then in issue could only be implemented if the Stock Exchange agrees to waive the requirements under the Listing Rules regarding the public shareholding referred to above. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
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APPENDIX II
EXPLANATORY STATEMENT
SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares was made by the Company on the Stock Exchange or other markets during the six months prior to the Latest Practicable Date.
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months prior to the Latest Practicable Date were as follows:
| Month | Highest price per Share HK$ | Lowest price per Share HK$ |
|---|---|---|
| 2025 | ||
| April | 0.195 | 0.147 |
| May | 0.249 | 0.150 |
| June | 0.230 | 0.171 |
| July | 0.465 | 0.196 |
| August | 0.530 | 0.310 |
| September | 0.400 | 0.300 |
| October | 0.365 | 0.275 |
| November | 0.305 | 0.250 |
| December | 0.310 | 0.260 |
| 2026 | ||
| January | 0.305 | 0.250 |
| February | 0.315 | 0.255 |
| March | 0.330 | 0.265 |
| April (up to and including the Latest Practicable Date) | 0.285 | 0.260 |
NOTICE OF ANNUAL GENERAL MEETING
RainMed
Rainmed Medical Limited
潤邁德醫療有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2297)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Rainmed Medical Limited (the "Company") will be held at Room NW-05-502, Northwest District, Nanopolis Suzhou, No. 99 Jinji Lake Avenue, Suzhou Industrial Park, Suzhou, Jiangsu Province, the PRC on Monday, June 29, 2026 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries, and the reports of the directors (each a "Director") and the auditor of the Company for the year ended December 31, 2025.
-
(a) To re-elect the following retiring Directors:
(i) Mr. Huo Yunfei as an executive Director;
(ii) Mr. Zhu Zeke as an executive Director;
(iii) Ms. Duan Jing as an executive Director;
(iv) Mr. Chen Xuefeng as an independent non-executive Director;
(v) Mr. Zhao Hui as an independent non-executive Director; and
(b) To authorize the board of Directors (the "Board") to fix the remuneration of the Directors.
-
To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix its remuneration for the year ending December 31, 2026.
-
To consider and, if thought fit, pass the following resolutions as ordinary resolutions with or without modification:
(A) "That:
(i) subject to paragraph (iii) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and/or deal with additional shares of the Company (the "Shares") and to make or grant offers, agreements, options and other rights which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the approval in paragraph (i) of this resolution shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options and other rights which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined below) pursuant to paragraph (i) of this resolution, otherwise than pursuant to or in consequence of:
(1) any Rights Issue (as defined below);
(2) the grant or exercise of any option under any share option scheme of the Company (if applicable) 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 and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
(4) any issue of Shares 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,
shall not exceed the aggregate of:
(a) 20% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing this resolution; and
(b) (if the Directors are so authorized by the resolution numbered 4(C)) the aggregate number of Shares repurchased by the Company subsequent to the passing of the resolution numbered 4(B) (up to a maximum equivalent to 10% of the number of issued Shares (excluding Treasury Shares) as at the date of passing the resolution numbered 4(B)),
and the approval shall be limited accordingly; and
(iv) for the purposes 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;
(2) the expiry of the period within which the next annual general meeting of the Company is required to be held under any applicable laws or the articles of association of the Company; and
(3) the passing of an ordinary resolution by the shareholders of the Company at a general meeting revoking or varying the authority given to the Directors by this resolution; and
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NOTICE OF ANNUAL GENERAL MEETING
(b) “Rights Issue” means an offer of Shares or an offer of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).
(B) “That:
(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Takeovers and Mergers and Share Buy-backs, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;
(ii) the aggregate number of the Shares which may be repurchased pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the number of issued Shares (excluding Treasury Shares) as at the date of passing 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 purposes 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;
(b) the expiry of the period within which the next annual general meeting of the Company is required to be held under any applicable laws or the articles of association of the Company; and
(c) the passing of an ordinary resolution by the shareholders of the Company at a general meeting revoking or varying the authority given to the Directors by this resolution.”
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NOTICE OF ANNUAL GENERAL MEETING
(C) “That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or deal with additional Shares and to make or grant offers, agreements, options and other rights which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition thereto of an amount representing the total number of Shares of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 4(B) set out in this notice, provided that such amount shall not exceed 10% of the number of issued Shares (excluding Treasury Shares) of the Company as at the date of passing the said resolution.”
By order of the Board
Rainmed Medical Limited
Huo Yunfei
Chairman of the Board and Executive Director
Hong Kong, April 29, 2026
Registered office:
Floor 4, Willow House
Cricket Square
Grand Cayman KY1-9010
Cayman Islands
Principal place of business in Hong Kong:
Room 19–108, 19/F
Cityplaza Three
14 Taikoo Wan Road
Taikoo, Hong Kong
Headquarters and principal place of business in the PRC:
Room NW-05-502
Northwest District
Nanopolis Suzhou
No. 99, Jinji Lake Avenue
Suzhou Industrial Park
Suzhou, Jiangsu Province, PRC
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her/its stead. The proxy does not need to be a shareholder of the Company.
(ii) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she/it was solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(iii) In order to be valid, the completed form of proxy must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting or any adjournment thereof (as the case may be). 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 (i.e. before 10:30 a.m. on June 27, 2026) (or any adjourned meeting thereof) if they so wish.
(iv) The register of members of the Company will be closed from Wednesday, June 24, 2026 to Monday, June 29, 2026, both days inclusive, in order to determine the identity of the shareholders who are entitled to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch 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, June 23, 2026.
(v) In respect of the resolution numbered 2 above, Mr. Huo Yunfei, Mr. Zhu Zeke, Ms. Duan Jing, Mr. Chen Xuefeng and Mr. Zhao Hui shall retire and, being eligible, have offered themselves for re-election at the above meeting. Details of the above retiring Directors are set out in Appendix I to the circular of the Company dated April 29, 2026.
(vi) In respect of the resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(vii) In respect of the resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of the shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the purchase by the Company of its own shares is set out in Appendix II to the circular of the Company dated April 29, 2026.
(viii) The resolution numbered 4(C) will be proposed to the shareholders of the Company for approval provided that the resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
(ix) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.
(x) All times and dates set out in this notice refer to Hong Kong local times and dates.
As at the date of this notice, the Board comprises Mr. Huo Yunfei, Mr. Zhu Zeke and Ms. Duan Jing as executive Directors, Dr. Huo Yunlong, Mr. Wang Lin and Mr. Heng Lei as non-executive Directors, and Mr. Liu Shuen Kong, Mr. Chen Xuefeng and Mr. Zhao Hui as independent non-executive Directors.
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