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TransThera Sciences (Nanjing), Inc. — Proxy Solicitation & Information Statement 2025
Jul 11, 2025
50716_rns_2025-07-11_ef307de3-d363-48f9-9887-a033c0b413d4.pdf
Proxy Solicitation & Information Statement
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TransThera
药捷安康
TransThera Sciences (Nanjing), Inc.
薰捷安康(南京)科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2617)
| Number of shares to which this form of proxy relates(Note 1) | unlisted shares |
|---|---|
| H shares |
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON MONDAY, 4 AUGUST 2025
I/We $^{(Note 2)}$
of
being the registered holder(s) of unlisted share(s)/H share(s) in the issued share capital of TransThera Sciences (Nanjing), Inc. (the "Company") hereby appoint the Chairman of the meeting $^{(Note 3)}$ or
of
of email address as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company for the year 2024 to be held at the Company's Meeting Room, 13th Floor, Exhibition Centre of Biotech and Pharmaceutical Valley, Jiangbei New Area, Nanjing, Jiangsu Province, PRC with an online access via the Vistra eVoting Portal on Monday, 4 August 2025 at 9:30 a.m. (and at any adjournment thereof).
Please tick $(^{\prime \prime}\checkmark)$ the appropriate boxes to indicate how you wish your vote(s) to be cast(Note 4).
| ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| 1. | To consider and approve the resolution on the 2024 work report of the board of directors (the “Board”) of the Company. | |||
| 2. | To consider and approve the resolution on the 2024 work report of the supervisory committee (“Supervisory Committee”) of the Company. | |||
| 3. | To consider and approve the resolution on the 2024 financial report of the Company. | |||
| 4. | To consider and approve the resolution on the uncovered losses amounting to one-third of the total paid-up share capital. | |||
| 5. | To consider and approve the resolution on the 2024 profit distribution plan of the Company. | |||
| 6. | To consider and approve the resolution on the appointment of Ernst & Young as auditor of the Company for 2025, and to authorize the Board to fix its remuneration. | |||
| 7. | To consider and approve the resolution on the remuneration plan for directors (“Director(s)”) of the Company for 2025. | |||
| 8. | To consider and approve the resolution on the remuneration plan for supervisors (“Supervisor(s)”) of the Company for 2025. | |||
| 9. | To consider and approve the election of Directors of the second session of the Board | |||
| (1) To elect Dr. Frank Wu as executive Director of the second session of the Board | ||||
| (2) To elect Mr. Wu Di as executive Director of the second session of the Board | ||||
| (3) To elect Ms. Jia Zhongxin as non-executive Director of the second session of the Board | ||||
| (4) To elect Dr. Yi Hua as non-executive Director of the second session of the Board | ||||
| (5) To elect Ms. Chui Hoi Yam as independent non-executive Director of the second session of the Board | ||||
| (6) To elect Ms. Zheng Zhelan as independent non-executive Director of the second session of the Board | ||||
| (7) To elect Mr. Li Shu Pai as independent non-executive Director of the second session of the Board | ||||
| 10. | To consider and approve the election of shareholder representative Supervisors of the second session of the Supervisory Committee | |||
| (1) To elect Mr. Mei Jianghua as a shareholder representative Supervisor of the second session of the Supervisory Committee | ||||
| (2) To elect Ms. Pang Yajing as a shareholder representative Supervisor of the second session of the Supervisory Committee |
| SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| 11. | To grant a general mandate to the Directors to allot, issue and deal with (including sale or transfer of any treasury shares) additional Shares (details of this resolution were set out in the notice of AGM dated 11 July 2025). | |||
| 12. | To grant a general mandate to the Directors to repurchase H Shares (details of this resolution were set out in the notice of AGM dated 11 July 2025). | |||
| 13. | To extend the general mandate granted under resolution no. 11 by adding the Shares repurchased pursuant to the general mandate granted by resolution no. 12. |
Date: __ 2025
Signature(s) (Note 5): __
Notes:
-
Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered shareholders should be stated.
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If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder present in person or online through Vistra eVoting Portal or by proxy shall be entitled to one vote for each share held by him.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
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The instrument appointing a proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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In case of joint holders, only one pair of login username and password will be provided to the joint holders. The vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
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In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarized copy thereof, must be deposited at the Company's H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares) or the Company's head office in the PRC at 3rd Floor, 9th Building, Accelerator Phase 2 of Biotech and Pharmaceutical Valley, Jiangbei New Area, Nanjing, Jiangsu Province (for holders of unlisted shares) not less than 24 hours before the time appointed for the meeting or any adjournment thereof (i.e. not later than 9:30 a.m. on Sunday, 3 August 2025 (Hong Kong time)).
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Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.