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Transcenta Holding Limited Proxy Solicitation & Information Statement 2026
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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, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Transcenta Holding Limited, you should at once hand this circular, together with the enclosed 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 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.
创胜医药
TRANSCENTA
Transcenta Holding Limited
創勝集團醫藥有限公司
(registered by way of continuation in the Cayman Islands with limited liability)
(Stock code: 6628)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
AND
PROPOSED APPOINTMENT OF INDEPENDENT
NON-EXECUTIVE DIRECTOR
AND
PROPOSED RE-APPOINTMENT OF AUDITOR
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY-BACK SHARES AND TO ISSUE SHARES
(INCLUDING SALE AND TRANSFER OF TREASURY SHARES)
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Transcenta Holding Limited to be held at B6-501, 218 Xinghu Street, Biobay, Suzhou, China on Tuesday, June 30, 2026 at 10:00 a.m. is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Sunday, June 28, 2026 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.transcenta.com).
References to time and dates in this circular are to Hong Kong time and dates.
June 8, 2026
CONTENTS
Page
Special Arrangements for the Annual General Meeting ii
Definitions 1
Letter from the Board
1. Introduction 4
2. Proposed Re-election of Retiring Directors 4
3. Proposed Appointment of Non-Executive Director 4
4. Proposed Appointment of Independent Non-Executive Director 5
5. Proposed Re-appointment of Auditor 5
6. Proposed Granting of General Mandate to Buy-back Shares 6
7. Proposed Granting of General Mandate to Issue Shares 6
8. Annual General Meeting and Proxy Arrangement 7
9. Closure of Register of Members and Record Date 7
10. Responsibility Statement 8
11. Recommendation 8
Appendix I – Details of the Directors Proposed to be Re-elected at the Annual General Meeting 9
Appendix II – Details of the Directors Proposed to be Appointed at the Annual General Meeting 12
Appendix III – Explanatory Statement on the Share Buy-back Mandate 15
Notice of Annual General Meeting 19
SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
Shareholders can view and listen to the Annual General Meeting through online access by visiting the e-Meeting System. Accessing the Meeting online will not constitute attendance at the Annual General Meeting. Shareholders who view and listen to the Annual General Meeting using the e-Meeting System will not be counted towards the quorum nor will they be able to cast their votes online. Shareholders may submit questions relevant to the proposed resolutions in advance before 5:00 p.m. on Tuesday, June 23, 2026 to the Board by email, telephone, or letter. Details of contact information are set out on page 3 and page 99 of the Annual Report 2025 of the Company. The Board and/or the Company will endeavour to address relevant questions in relation to the resolutions to be proposed for approval at the Annual General Meeting and may, at their discretion, respond to substantial and relevant questions.
Registered Shareholders will receive a separate notification letter with personalised username and password for the e-Meeting System from Tricor Investor Services Limited. Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through bank, stockbroker, custodians or Hong Kong Securities Clearing Company Limited (collectively the "Intermediary") may also be able to view and listen to the Annual General Meeting online through the e-Meeting System. In this regard, they should consult directly with their Intermediary for the necessary arrangements. The Shareholders should provide their email addresses to their Intermediary before the time limit required by the relevant Intermediary and the username and password will be sent to them upon receipt of request. Without the login details, non-registered Shareholders will not be able to view and listen to the Annual General Meeting using the e-Meeting System. Shareholders should note that viewing and listening to the Annual General Meeting using the e-Meeting System will not be counted towards the quorum nor will they be able to cast their votes online.
The e-Meeting System will be open for Shareholders to log in approximately 30 minutes prior to the commencement of the Annual General Meeting and can be accessed from any location with internet connection by a smart phone, tablet device or computer.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" or "Meeting"
the annual general meeting of the Company to be held at B6-501, 218 Xinghu Street, Biobay, Suzhou, China on Tuesday, June 30, 2026 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the annual general meeting which is set out on pages 19 to 22 of this circular, or any adjournment thereof
"Articles of Association"
the articles of association of the Company currently in force
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"Company"
Transcenta Holding Limited, a limited liability company incorporated under the laws of the BVI on August 20, 2010 and continued in the Cayman Islands on March 26, 2021 as an exempted company with limited liability under the laws of Cayman Islands, the Shares of which are listed on the Main Board of the Stock Exchange
"Director(s)"
the director(s) of the Company
"e-Meeting System"
an eVoting Portal provided by Tricor Investor Services Limited, Shareholders who view and listen to the Annual General Meeting using the e-Meeting System will not be counted towards the quorum nor will they be able to cast their votes online
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
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DEFINITIONS
"Issuance Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of Shares out of treasury that are held as treasury Shares) of not exceeding 20% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting
"Latest Practicable Date"
June 4, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"Nomination Committee"
the nomination committee of the Board
"Remuneration Committee"
the remuneration committee of the Board
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of US$0.0001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company (save for any treasury Shares, the holders of which shall abstain from voting at the Company’s general meeting)
"Share Buy-back Mandate"
a general mandate proposed to be granted to the Directors to buy-back Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
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LETTER FROM THE BOARD
創胜医药
TRANSCENTA
Transcenta Holding Limited
創勝集團醫藥有限公司
(registered by way of continuation in the Cayman Islands with limited liability)
(Stock code: 6628)
Executive Director:
Dr. Xueming Qian (Chief Executive Officer and Chairman)
Non-executive Director:
Dr. Li Xu
Independent Non-executive Directors:
Mr. Jiasong Tang
Mr. Zhihua Zhang
Dr. Kumar Srinivasan
Ms. Helen Wei Chen
Registered Office:
Walkers Corporate Limited
190 Elgin Avenue, George Town
Grand Cayman KY1-9008
Cayman Islands
Headquarters:
B6-501, 218 Xinghu Street
Biobay
Suzhou 215123
China
Principal Place of Business in Hong Kong:
Room 1928, 19/F,
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
June 8, 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
AND
PROPOSED APPOINTMENT OF INDEPENDENT
NON-EXECUTIVE DIRECTOR
AND
PROPOSED RE-APPOINTMENT OF AUDITOR
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY-BACK SHARES AND TO ISSUE SHARES
(INCLUDING SALE AND TRANSFER OF TREASURY SHARES)
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on June 30, 2026.
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with the Articles of Association, Dr. Xueming Qian and Ms. Helen Wei Chen shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
Ms. Helen Wei Chen has confirmed to the Company her independence having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules.
The following is a summary of work performed by the Nomination Committee during the Reporting Period:
- disclosed the policy for the nomination of Directors;
- assessed the independence of the independent non-executive Directors;
- considered and/or made recommendations to the Board on the re-election of Directors;
- reviewed the structure, size and composition of the Board; and
- made recommendations to the Board on introducing new senior management.
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
The Board, having considered the recommendation of the Nomination Committee, is of the view that the diverse and invaluable knowledge, skill sets and experience of each of the retiring Directors in the businesses of the Group and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole.
The Board considers that the re-election of the retiring Directors as Directors is in the best interest of the Company and the Shareholders as a whole. The retiring Directors have abstained from the discussion and voting at the Board meeting regarding their respective nominations.
3. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated June 4, 2026 (the "Announcement") in relation to, among others, the proposed appointment of Dr. Hansen Xu ("Dr. Xu") as a non-executive Director.
LETTER FROM THE BOARD
Pursuant to Article 121 of the Articles of Association, the Company may from time to time in general meeting by ordinary resolution elect any person to be a director either to fill a casual vacancy or as an additional director. Subject to the approval by the Shareholders at the Annual General Meeting, the Board proposed to appoint Dr. Xu as a non-executive Director. Upon Dr. Xu's appointment as a Director, he will be appointed as a member of the Remuneration Committee.
Details of the proposed appointment of Dr. Xu as a non-executive Director at the Annual General Meeting are set out in Appendix II to this circular.
4. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
Reference is made to the Announcement in relation to, among others, the proposed appointment of Dr. Jun Bao ("Dr. Bao") as an independent non-executive Director.
Pursuant to Article 121 of the Articles of Association, the Company may from time to time in general meeting by ordinary resolution elect any person to be a director either to fill a casual vacancy or as an additional director. Subject to the approval by the Shareholders at the Annual General Meeting, the Board proposed to appoint Dr. Bao as an independent non-executive Director. Upon Dr. Bao's appointment as a Director, he will be appointed as a member of the Remuneration Committee, a member of the Audit Committee and a member of the Nomination Committee.
Dr. Bao has confirmed (i) his independence as regards each of the factors set out in Rule 3.13(1) to (8) of the Listing Rules; (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries, nor any connection with any core connected person (as defined in the Listing Rules) of the Company as at the Latest Practicable Date; and (iii) that there are no other factors that may affect his independence. The Board and the Nomination Committee also consider that Dr. Bao meets the independence guidelines set out in Rule 3.13 of the Listing Rules and consider him to be independent of the Company.
Details of the proposed appointment of Dr. Bao as an independent non-executive Director at the Annual General Meeting are set out in Appendix II to this circular.
5. PROPOSED RE-APPOINTMENT OF AUDITOR
Reference is made to the announcement of the Company dated November 12, 2025 in relation to the resignation of Deloitte Touche Tohmatsu ("Deloitte") as the auditor of the Company with effect from November 12, 2025 and the appointment of Ernst & Young ("EY") as the new auditor of the Company to fill the casual vacancy following the resignation of Deloitte and to hold office until the conclusion of the forthcoming annual general meeting of the Company.
LETTER FROM THE BOARD
Accordingly, pursuant to Article 190.(a) of the Articles of Association, EY will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.
The Board proposes to re-appoint EY as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
The estimated audit fee agreed with EY for the audit services for the year ending December 31, 2026 was approximately RMB3.8 million, which was determined following thorough consideration and arm's length negotiations between the Company and EY with reference to the audit fee of the Group for the year ended December 31, 2025, the expected audit scope, the market rate, the audit timetable and the auditor's resources required.
Unless there are significant changes to the aforementioned basis or assumptions, the final audit fees are not expected to differ materially from the initially disclosed estimated amount. Should any significant changes occur, the Company will make further disclosures in a timely manner.
6. PROPOSED GRANTING OF GENERAL MANDATE TO BUY-BACK SHARES
Pursuant to the Shareholders' resolution passed on June 6, 2025, a general mandate was granted to the Directors to buy-back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to buy-back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy-back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 45,285,849 Shares on the basis that the issued share capital of the Company (452,858,499 Shares (excluding treasury Shares) as at the Latest Practicable Date) remains unchanged on the date of the Annual General Meeting).
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix III to this circular.
7. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
Pursuant to the Shareholders' resolution passed on June 6, 2025, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares (including any sale or transfer of treasury Shares) if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to issue, allot and/or deal with additional Shares (including
LETTER FROM THE BOARD
any sale or transfer of treasury Shares) of not exceeding 20% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 90,571,699 Shares on the basis that the issued share capital of the Company comprised 452,858,499 Shares (excluding treasury Shares) as at the Latest Practicable Date) remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.
8. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 19 to 22 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.transcenta.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, 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 at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Sunday, June 28, 2026 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
9. CLOSURE OF REGISTER OF MEMBERS AND RECORD DATE
The record date for determining the eligibility of Shareholders (except for holders of treasury Shares) to attend and vote at the Annual General Meeting is June 25, 2026. The register of members of the Company will be closed from Thursday, June 25, 2026 to Tuesday, June 30, 2026 (both days inclusive), during which period no transfer of the Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer forms accompanied by the relevant share certificates must be lodged 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 Wednesday, June 24, 2026.
LETTER FROM THE BOARD
10. 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.
11. RECOMMENDATION
The Directors consider that the proposals mentioned in this circular, including the proposals to re-elect the retiring Directors, to appoint a non-executive Director, to appoint an independent non-executive Director, to re-appoint the auditor, and to grant the Directors the Share Issue Mandate and the Share Buy-back Mandate, are in the best interests of our Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Dr. Xueming Qian
Chairman
APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) DR. XUEMING QIAN
Position and experience
Dr. Xueming Qian (錢雪明), Ph.D., aged 58, is an executive Director, chairman of the Board and the chief executive officer and a member of the Nomination Committee. Dr. Qian was appointed as our Director in October 2012 and was re-designated as an executive Director in June 2021. He is also a director of Transcenta Therapeutics (Suzhou) Co., Ltd. (Previously called Mabspace Biosciences (Suzhou) Co., Ltd.) and HJB (Hangzhou) Co., Ltd. He joined the Company since October 2012.
Dr. Qian served as senior vice president, head of R&D at Shenogen Pharma Group from June 2010 to September 2012. Dr. Qian also successively worked as postdoctoral fellow, senior scientist, principal scientist and team leader at Amgen Inc. (NASDAQ: AMGN) from September 1997 to June 2010.
Dr. Qian received his bachelor of science in biophysics from Fudan University (復旦大學) in July 1990 and a master of arts in biophysics and physiology from Columbia University in October 1992. He received Ph.D. in neurosciences and pharmacology from Albany Medical Center in May 1998. He is a member of the American Association of Cancer Research, American Society of Clinical Oncology, the European Society of Medical Oncology, the International Association for the Study of Lung Cancer, the Clinical Research of Oncology Medicine Sub-Committee of the Chinese Anti-Cancer Association.
Length of service and Director's emoluments
Dr. Qian has entered into an executive employment agreement with the Company on January 1, 2020 and amended on June 22, 2021 and the term of appointment shall be for an initial term of three years from the date of appointment and (subject to re-election as and when required under the Articles of Association) shall be automatically renewed for successive periods of three (3) years until terminated in accordance with the terms and conditions of the agreement. Dr. Qian is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the memorandum and articles of association of the Company and the Corporate Governance Code as set out in Appendix C1 of the Listing Rules. The total amount of Dr. Qian's remuneration for the year ended December 31, 2025 received is set out in the financial statements of the Company's 2025 annual report. He is entitled to additional benefits (including any options and/or awards under the rules of any share option scheme or share award scheme adopted by the Company) at the Board's discretion, which has been determined by the Board upon recommendation of the Remuneration Committee with reference to his experience and duties with the Company and prevailing market conditions.
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Relationships and interests in Shares
Save as disclosed in this circular, as at the Latest Practicable Date, (i) Dr. Qian does not hold any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three (3) years; (ii) Dr. Qian does not hold any other position in the Company or members of the Group; (iii) Dr. Qian was interested in total 38,060,000 Shares of the Company; and (iv) Dr. Qian does not have any relationship with any Directors, senior management, substantial shareholders (as defined under the Listing Rules) or controlling shareholders (as defined under the Listing Rules) of the Company.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save as disclosed in this circular, there is no information which is discloseable nor is/was Dr. Qian involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Qian that need to be brought to the attention of the Shareholders.
(2) MS. HELEN WEI CHEN
Position and experience
Ms. Helen Wei Chen (陳瑋), aged 59, is an independent non-executive Director and a member of the Nomination Committee.
Ms. Chen serves as the global sector co-head for the healthcare practice and the Greater China managing partner of L.E.K. Consulting based in Shanghai. Ms. Chen has over 30 years of consulting and industry experience in the U.S. and Asia markets and has lived in China since 2000. Ms. Chen helps companies expand their presence in China and Asia, and leverages Asia's innovation to improve their global businesses. Ms. Chen was named one of Consulting magazine's Global Leaders in Consulting in 2019.
Ms. Chen is a frequent speaker and author on the opportunities and issues in the China healthcare and life sciences industry, and has been quoted by publications including BioCentury, BioWorld, In Vivo, Wall Street Journal, Financial Times and Forbes Asia.
Prior to joining L.E.K., Ms. Chen was an associate director of finance at Genentech Inc. (a wholly-owned member of the Roche Group, which is listed on OTCQX, stock code: RHHBY) and a sales planner at Abbott Laboratories (subsequently split to AbbVie Inc., which is listed on NYSE, stock code: ABBV). Ms. Chen received her A.B. cum laude in applied mathematics from Harvard University.
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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Length of service and Director’s emoluments
Ms. Chen has entered into a letter of appointment with the Company for a term of three (3) years commencing on August 23, 2023 and until terminated by either party by giving at least 3 months’ notice. Ms. Chen is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the memorandum and articles of association of the Company and the Corporate Governance Code as set out in Appendix C1 of the Listing Rules. Ms. Chen will receive a director’s fee of RMB200,000 per annum and is entitled to additional benefits (including any options and/or awards under the rules of any share option scheme or share award scheme adopted by the Company) at the Board’s discretion, which has been determined by the Board upon recommendation of the Remuneration Committee with reference to her experience and duties with the Company and prevailing market conditions.
Relationships and interests in Shares
Save as disclosed in this circular, as at the Latest Practicable Date, (i) Ms. Chen does not hold any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three (3) years; (ii) Ms. Chen does not hold any other position in the Company or members of the Group; (iii) Ms. Chen was interested in 30,000 Shares of the Company; and (iv) Ms. Chen does not have any relationship with any Directors, senior management, substantial shareholders (as defined under the Listing Rules) or controlling shareholders (as defined under the Listing Rules) of the Company.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save as disclosed in this circular, there is no information which is discloseable nor is/was Ms. Chen involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Chen that need to be brought to the attention of the Shareholders.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will be appointed at the Annual General Meeting.
(1) DR. HANSEN XU
Position and experience
Dr. Hansen Xu (徐漢森), aged 37, has been serving as an investment manager since June 2021 and is currently a vice president of Liyan Enterprise Management Consulting (Shanghai) Co., Ltd., a company under the common control of LAV Biosciences Fund III, L.P., LAV GP III, L.P., LAV Corporate GP, Ltd. and LAV Asset Management (Hong Kong) Limited, which are substantial shareholders of the Company. He is primarily responsible for scoping, evaluating and investing in biotech companies in China and the United States. From June 2018 to June 2021, Dr. Xu consecutively served as a consultant and project leader at Boston Consulting Group (BCG), where he was a core member of the healthcare practice group in Greater China, working closely with leading pharmaceutical and biotechnology companies on strategy development, R&D pipeline optimization, new product launches, and organizational restructuring.
Dr. Xu obtained a bachelor's degree in chemistry and a Ph.D. degree in biochemistry from Cornell University in May 2011 and December 2017, respectively.
Length of service and Director's emoluments
Subject to the approval of Dr. Xu's appointment at the Annual General Meeting, Dr. Xu will enter into a letter of appointment with the Company for a term of three years from the date of his appointment, unless terminated by either party by giving at least three months' prior notice in writing. Dr. Xu will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association and the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. Dr. Xu will receive a director's fee of RMB200,000 per annum and is entitled to additional benefits (including share-based compensation equivalent to 30,000 ordinary shares under the rules of any share option scheme or share award scheme adopted by the Company) at the Board's discretion, which has been determined by the Board upon recommendation of the Remuneration Committee with reference to his qualifications, experiences, duties and responsibilities with the Company and prevailing market conditions.
Relationships and interests in Shares
Save as disclosed in this circular, as at the Latest Practicable Date, (i) Dr. Xu does not hold any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three (3) years; (ii) Dr. Xu does not hold any other position in the Company or any member of the Group; (iii) Dr. Xu does not have, and is not deemed to have, any interests or short positions in any shares, underlying
APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING
shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (iv) Dr. Xu does not have any relationship with any Directors, senior management, substantial shareholders (as defined under the Listing Rules) or controlling shareholders of the Company.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save as disclosed in this circular, there is no information which is discloseable nor is/was Dr. Xu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Xu that need to be brought to the attention of the Shareholders.
(2) DR. JUN BAO
Position and experience
Dr. Jun Bao (包毅), aged 59, was an independent non-executive Director of the Company from March 2021 to August 2023. He has served as the founding and managing partner of Apuri BioVenture Limited since 2025 and as Chief Business Officer of Biotheus Inc since October 2022. He served as president and CEO of Impact Therapeutics from September 2018 to September 2022. He served as director of Shenogen Pharma Group from July 2017 to October 2019, and as senior vice president and chief business officer at Shenogen Pharma Group from May 2013 to September 2018. Dr. Bao was director of worldwide business development and head of China at GlaxoSmithKline from October 2010 to May 2013. Before GlaxoSmithKline, he worked at ICOS Corporation as an associate director of business development from 2005 before joining Onyx Pharmaceuticals, Inc. as a director of corporate development and financial planning in 2006. He worked at Cell Therapeutics as a senior manager of business development with progressive responsibilities from October 2001 to February 2005. Dr. Bao also worked as a finance manager in Procter & Gamble in Cincinnati from July 1999 to September 2001.
Dr. Bao received a bachelor's degree in microbiology from Shandong University, a Ph.D. degree in neuroscience from the University of Kansas, completed his postdoctoral fellowship at Johns Hopkins University, and received an MBA degree in finance from the University of Chicago.
Dr. Bao has over 30 years of combined business and research and development experience. He is highly experienced in the field of new drug research and development, technology transfer, licensing and business development, mergers and acquisitions, venture investment, company start-up, corporate strategy, corporate management and operations. He has authored or co-authored more than 30 research publications and co-founded three start-up biotechnology companies. Therefore, taking into consideration, among other factors, the education background and professional qualification of Dr. Bao, as well as his significant global business development experience, the Board and the Nomination Committee are of the
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING
view that his appointment will bring valuable perspectives, knowledge, skills and experience to the Board to ensure the efficient and effective operation of the Board, and will contribute to the diversification of the Board, which will be conducive to the Company's compliant operation and healthy and sustainable development.
Length of service and Director's emoluments
Subject to the approval of Dr. Bao's appointment at the Annual General Meeting, Dr. Bao will enter into a letter of appointment with the Company for a term of three years from the date of his appointment, unless terminated by either party by giving at least three months' prior notice in writing. Dr. Bao will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association and the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. Dr. Bao will receive a director's fee of RMB200,000 per annum and is entitled to additional benefits (including share-based compensation equivalent to 30,000 ordinary shares under the rules of any share option scheme or share award scheme adopted by the Company) at the Board's discretion, which has been determined by the Board upon recommendation of the Remuneration Committee with reference to his qualifications, experiences, duties and responsibilities with the Company and prevailing market conditions.
Relationships and interests in Shares
Save as disclosed in this circular, as at the Latest Practicable Date, (i) Dr. Bao does not hold any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three (3) years; (ii) Dr. Bao does not hold any other position in the Company or any member of the Group; (iii) Dr. Bao is interested in 10,000 Shares of the Company; and (iv) Dr. Bao does not have any relationship with any Directors, senior management, substantial shareholders (as defined under the Listing Rules) or controlling shareholders of the Company.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save as disclosed in this circular, there is no information which is discloseable nor is/was Dr. Bao involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Bao that need to be brought to the attention of the Shareholders.
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APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 455,374,999 Shares, with 2,516,500 treasury Shares.
Subject to the passing of the ordinary resolution set out in item 6 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. 452,858,499 Shares (excluding treasury Shares), the Directors would be authorized under the Share Buy-back Mandate to buy-back, during the period in which the Share Buy-back Mandate remains in force, a total of 45,285,849 Shares, representing 10% of the total number of Shares in issue (excluding any treasury Shares) as at the date of the Annual General Meeting.
- REASONS FOR SHARE BUY-BACK
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 buy-back its Shares.
Share buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders as a whole.
On the other hand, Shares bought back by the Company and held as treasury Shares may provide more flexibility to the Board to resell the treasury Shares on the market prices to raise additional funds for the Company, or transfer or use for share grants under share schemes that comply with Chapter 17 of the Listing Rules and for other purposes permitted under the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.
- FUNDING OF SHARE BUY-BACK
The Company may only apply funds legally available for share buy-back in accordance with its Memorandum and Articles of Association, the Listing Rules, the laws of Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
4. IMPACT OF SHARE BUY-BACK
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2025) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2025 | ||
| May | 1.690 | 1.040 |
| June | 1.780 | 1.390 |
| July | 3.920 | 1.450 |
| August | 4.860 | 2.650 |
| September | 5.800 | 3.350 |
| October | 4.750 | 2.750 |
| November | 3.150 | 2.480 |
| December | 2.820 | 2.020 |
| 2026 | ||
| January | 2.620 | 2.080 |
| February | 2.630 | 2.080 |
| March | 2.900 | 1.790 |
| April | 3.060 | 2.150 |
| May | 2.220 | 1.410 |
| June (up to and including the Latest Practicable Date) | 1.600 | 1.420 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined under the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The Company has not been notified by any core connected persons (as defined under the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to buy-back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.
In addition, the Directors confirm that neither this explanatory statement nor the Share Buy-back Mandate has any unusual features.
The Company may cancel such bought back Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the Share buy-backs.
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.
- TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Buy-back 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 Company and taking into consideration the interests of the substantial Shareholders of the Company (as defined under the Listing Rules) in the voting rights of the Company as of the Latest Practicable Date, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Buy-back Mandate. The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
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APPENDIX III
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
8. SHARE BUY-BACK MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company has had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
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NOTICE OF ANNUAL GENERAL MEETING
创胜医药
TRANSCENTA
Transcenta Holding Limited
創勝集團醫藥有限公司
(registered by way of continuation in the Cayman Islands with limited liability)
(Stock code: 6628)
Notice is hereby given that the annual general meeting (the “Annual General Meeting” or the “Meeting”) of Transcenta Holding Limited (the “Company”) will be held at B6-501, 218 Xinghu Street, Biobay, Suzhou, China on Tuesday, June 30, 2026 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2025.
2(a). To re-elect Dr. Xueming Qian as an executive director of the Company.
2(b). To re-elect Ms. Helen Wei Chen as an independent non-executive director of the Company.
2(c). To authorize the board of directors (the “Board”) to fix the respective directors’ remuneration. - To appoint Dr. Hansen Xu as a non-executive director of the Company.
- To appoint Dr. Jun Bao as an independent non-executive director of the Company.
- To re-appoint Ernst & Young as auditor of the Company and to authorize the Board to fix its remuneration.
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy-back its shares in accordance with all applicable laws, rules and regulations;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of shares of the Company ("Shares") to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) 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 laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting."
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares (including any sale or transfer of shares out of treasury that are held as treasury shares) (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of shares of the Company out of treasury that are held as treasury shares) by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of options under a share option scheme of the Company; and"
NOTICE OF ANNUAL GENERAL MEETING
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) 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 laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 6 and 7 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of shares of the Company out of treasury that are held as treasury shares) by the directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 6 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
By Order of the Board
Dr. Xueming Qian
Chairman
Hong Kong, June 8, 2026
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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All resolutions at the Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for the Meeting (i.e. not later than 10:00 a.m. on Sunday, June 28, 2026 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
For determining the eligibility to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, June 25, 2026 to Tuesday, June 30, 2026, both dates inclusive, during which period no transfer of Shares will be registered. The record date for determining the entitlement of Shareholders (except for holders of treasury Shares) to attend and vote at the Annual General Meeting is June 25, 2026. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, June 24, 2026.
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Shareholders can view and listen to the Annual General Meeting through online access by visiting the e-Meeting System. Accessing the Meeting online will not constitute attendance at the Annual General Meeting. Shareholders who view and listen to the Annual General Meeting using the e-Meeting System will not be counted towards the quorum nor will they be able to cast their votes online. Shareholders may submit questions relevant to the proposed resolutions in advance before 5:00 p.m. on Tuesday, June 23, 2026 to the Board by email, telephone, or letter. Details of contact information are set out on page 3 and page 99 of the Annual Report 2025 of the Company. The Board and/or the Company will endeavour to address relevant questions in relation to the resolutions to be proposed for approval at the Annual General Meeting and may, at their discretion, respond to substantial and relevant questions.
The Company would like to remind all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.
Registered Shareholders will receive a separate notification letter with personalised username and password for the e-Meeting System. Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through bank, stockbroker, custodians or Hong Kong Securities Clearing Company Limited (collectively the “Intermediary”) may also be able to view and listen to the Annual General Meeting online through the e-Meeting System. In this regard, they should consult directly with their Intermediary for the necessary arrangements and the username and password will be sent to them upon receipt of request. Without the login details, non-registered Shareholders will not be able to view and listen to the Annual General Meeting using the e-Meeting System. Shareholders should note that viewing and listening to the Annual General Meeting using the e-Meeting System will not be counted towards the quorum nor will they be able to cast their votes online.
The e-Meeting System will be open for Shareholders to log in approximately 30 minutes prior to the commencement of the Annual General Meeting and can be accessed from any location with internet connection by a smart phone, tablet device or computer.
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A circular containing further details concerning items 2, 3, 4, 5, 6, 7 and 8 set out in the above notice will be sent to all shareholders of the Company.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the board of directors of the Company comprises Dr. Xueming Qian as executive Director, chairman and chief executive officer, Dr. Li Xu as non-executive Director and Mr. Jiasong Tang, Mr. Zhihua Zhang, Dr. Kumar Srinivasan and Ms. Helen Wei Chen as independent non-executive Directors.
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