Duality Biotherapeutics, Inc. (DualityBio) has issued a proxy form ahead of an Extraordinary General Meeting (EGM) scheduled for 9:00 a.m. on 29 April 2026 at its Shanghai headquarters, Board Room, 11/F, Building A, No. 868 Yinghua Road, Pudong New Area. Shareholders are asked to vote—either in person or by proxy—on 12 resolutions critical to the company’s capital-markets roadmap and post-listing governance framework.
Key agenda items:
1. RMB Share Issue and Specific Mandate • Management seeks approval to issue new A-shares (RMB-denominated) on the Shanghai STAR Market (“Sci-Tech Board”). • The mandate covers share quantity, pricing, and all ancillary arrangements detailed in the circular dated 14 April 2026.
2. Board Authorization • Directors and designated officers would receive full authority to handle all matters related to the RMB Share Issue, streamlining execution once regulatory clearance is obtained.
3. Pre-Listing Loss Coverage Plan • A proposal outlines how accumulated unrecovered losses will be addressed prior to the STAR Market listing.
4. Three-Year Price-Stabilization Mechanism • Shareholders will review a stabilization plan designed to support RMB-share price performance during the first three years after listing.
5. Three-Year Dividend Return Plan • A forward-looking dividend policy covering 2026-2029 will be put to vote, providing clarity on capital returns post-issuance.
6. Use of Proceeds • Management will detail planned allocation of funds raised from the RMB Share Issue.
7. Dilution Mitigation Measures • Remedies to offset immediate return dilution and related commitments from responsible entities will be submitted for approval.
8. Undertakings and Binding Measures • A package of shareholder and management undertakings connected to the share issue will be formalized.
9–11. Corporate Governance Rules • New rules of procedure for shareholder meetings and board meetings—effective upon STAR Market listing—are proposed, alongside blanket authorization for directors and senior management to implement all approved resolutions.
12. Articles of Association Revision (Special Resolution) • A comprehensive amended and restated Articles of Association, aligned with dual-listing requirements, is slated for adoption contingent on the RMB shares’ STAR Market debut.
Proxy Submission Deadline: Completed forms must reach Computershare Hong Kong Investor Services Limited by 9:00 a.m. on 27 April 2026, 48 hours before the EGM.
Shareholders retain the right to attend and vote in person, in which case submitted proxy instructions will be automatically revoked.
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