Key points • AGM timetable: Clover Biopharmaceuticals will hold its 2026 annual general meeting on 18 June 2026 at 10:00 a.m. in Chengdu. The register of members closes 15–18 June; shareholders must lodge transfers by 4:30 p.m. on 12 June to qualify for voting.
• Capital management mandates: – Share repurchase mandate: Board seeking authority to buy back up to 129.84 million shares, equal to 10% of the 1.30 billion issued shares (excluding treasury shares) as at the latest practicable date (20 May 2026). – Issue mandate: Directors asking for power to allot, issue or transfer up to 259.68 million shares, representing 20% of issued share capital. An additional mandate would extend this limit by the number of shares actually repurchased.
• Board composition: Three directors—Executive Director Joshua G. Liang, Non-Executive Director Dr Xiaodong Wang and Independent Non-Executive Director Xiang Liao—stand for re-election. The Nomination Committee backs their reappointment, citing continued contribution and, in Liao’s case, confirmed independence.
• Auditor: The company proposes to re-appoint Rongcheng (Hong Kong) CPA Limited for another year, with the audit fee expected in a range of RMB1.07 million–RMB1.60 million.
• Constitutional update: Management seeks shareholder approval to adopt a sixth amended and restated Memorandum and Articles of Association, enabling fully virtual or hybrid general meetings and aligning with updated Cayman and Hong Kong listing rules.
• Voting mechanics: All AGM resolutions will be decided by poll; the trustee holding unvested RSU shares will abstain from voting. Proxies must be lodged at Computershare Hong Kong Investor Services no later than 10:00 a.m. on 16 June 2026.
• Working-capital impact: The board does not expect the full exercise of the 10% buy-back to cause material pressure on liquidity or gearing, and currently has no immediate plan to repurchase shares.
The board recommends shareholders vote in favour of all proposed resolutions at the forthcoming AGM.
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