Suzhou Ribo Life Science Co., Ltd. (“RIBOLIFE-B”) has issued a circular convening its annual general meeting for 1:30 p.m. on 5 June 2026 in Beijing. Key proposals and information are summarised below.
• 2025 Financials & Dividend – The Board has released the 2025 annual report and confirmed that the Company recorded no distributable profit; consequently, no dividend or capitalisation issue is proposed.
• Directors’ Matters – Independent non-executive directors’ annual remuneration is capped at RMB150,000 each, while executive and non-executive directors continue to receive no board fee. Ernst & Young is recommended for re-appointment as external auditor for 2026 with an indicative audit fee of RMB2.00 – 2.40 million.
• Governance Overhaul – The Board proposes cancelling the Supervisory Committee. Its oversight functions would transfer to the Audit Committee; corresponding amendments to the Articles of Association and board procedural rules are submitted for shareholder approval.
• Dual Equity Incentive Platforms – H Share Option Scheme: 10-year life; overall scheme limit set at 10 % of issued share capital (17.06 million shares based on the current 170.55 million shares outstanding) and a 0.5 % sub-limit (0.85 million shares) for service providers. Minimum vesting period is 12 months, with limited exceptions; exercise price is the highest of (i) grant-day close, (ii) five-day average close, or (iii) par value. – H Share Incentive Scheme: identical scheme and sub-limits. Awards may be satisfied with newly issued or treasury H shares; vesting follows the same 12-month baseline.
• Authorisations – Shareholders will be asked to authorise the Board (and/or authorised persons) to implement and administer both schemes, including share allotment, amendments and listing applications.
• Capital Mandates – – Issue Mandate: authority to allot up to 20 % of issued shares (34.11 million shares, excluding any treasury shares). – Repurchase Mandate: authority to buy back up to 10 % of H shares in issue (17.06 million shares). Shares repurchased may be cancelled or held as treasury shares.
• Book Closure & Proxy – H-share register will be closed from 2 June 2026 to 5 June 2026 (both days inclusive). Proxy forms must reach Computershare Hong Kong by 1:30 p.m. on 4 June 2026.
All resolutions—including adoption of the share schemes, amendments to corporate governance rules and the fresh mandates—will be decided by poll. Results will be released on the websites of the Hong Kong Stock Exchange and the Company.
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