JD Health International Inc. (JD Health) has issued a circular convening its 2026 Annual General Meeting (AGM) for 10:00 a.m. on 29 June 2026 in Beijing.
Key proposals
1. Renewal of share mandates • Issue Mandate: authority to allot and issue up to 639.83 million new shares, equivalent to 20% of the 3,199.16 million shares in issue as at 26 May 2026. • Repurchase Mandate: authority to buy back up to 319.92 million shares (10% of issued share capital). • Extension Mandate: the issue limit may be increased by the number of shares actually repurchased. The mandates, if approved, will remain in force until the next AGM or their earlier revocation.
2. Board changes • Executive director Dong Cao, non-executive chairman Richard Qiangdong Liu and independent director Ling Li will stand for re-election. • The nomination committee confirmed Ms Li’s continued independence.
3. Auditor • Deloitte Touche Tohmatsu is nominated for re-appointment. The estimated audit fee for FY 2026 ranges between RMB7.00 million and RMB8.00 million.
Capital structure and shareholder impact
• Outstanding shares: 3,199.16 million (excluding treasury and pending-cancellation shares). • If the full buy-back mandate were exercised, controlling shareholder Mr Liu’s aggregate interest would rise from 70.04% to 77.79%, but would not trigger a mandatory offer under Hong Kong’s Takeovers Code. • The company repurchased 11.61 million shares on the open market between 26 November 2025 and 26 May 2026 at prices ranging from HKD38.44 to HKD45.30.
Key dates
• Register closure for voting eligibility: 24 – 29 June 2026 (both days inclusive). • Proxy deadline: 10:00 a.m., 27 June 2026 (Hong Kong time).
Shareholders are urged to review the full circular and exercise their voting rights accordingly at the AGM.
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