TransThera Sciences (Nanjing), Inc. (TransThera) announced that shareholders approved every item on the agenda at the 18 June 2026 Annual General Meeting (AGM), endorsing both operational and governance changes.
Full approval of 14 resolutions • Voting Rights: All 407.92 million issued shares—comprising 312.69 million H shares and 95.23 million unlisted shares—were entitled to vote; no abstention requirements or stated opposition. • Ordinary business (Resolutions 1–10): Each motion, covering the FY 2025 Board report, audited accounts, annual report, uncovered losses exceeding one-third of paid-up capital, profit-distribution plan, re-appointment of Ernst & Young as auditor, 2026 remuneration packages, and board re-election, secured no less than 99.88% “for” votes. • Special business (Resolutions 11–14): Shareholders granted broad mandates—94.33% approval to issue new shares and extend the mandate, 99.37% approval to repurchase H-shares, and 99.88% approval to amend the Articles of Association (including cancelling the Supervisory Committee).
Board and committee reshuffle • Mr Feng Weibo joins as Independent Non-Executive Director (INED) and becomes Chair of the Remuneration & Appraisal Committee as well as a member of the Audit and Nomination Committees. • Ms Zheng Zhelan retired as INED and vacated related committee roles; she reported no disagreements with the Board.
Governance overhaul • The Supervisory Committee has been dissolved effective 18 June 2026. Its oversight functions transfer to the Audit Committee. • Shareholders also ratified amendments to the Articles of Association and its appendices to reflect the new governance framework and an expanded business scope. The updated documents are available on the HKEX and company websites.
Capital management flexibility • Directors now hold a refreshed general mandate to issue, sell or transfer treasury shares representing up to 20% of issued share capital and to repurchase up to 10% of H shares, with an extension allowing any repurchased shares to be added to the issuance mandate.
Audit continuity • Ernst & Young retained as external auditor for FY 2026; the Board is authorised to set its remuneration.
Operational context • Shareholders acknowledged uncovered losses exceeding one-third of paid-up capital and approved the 2025 profit-distribution plan, signalling confidence in management’s recovery roadmap despite past deficits.
Board attendance • All directors were present at the AGM; vote tabulation was reviewed by Tricor Investor Services Limited, the company’s H-share registrar.
Effective date • All approved changes, including the amended Articles of Association, take effect immediately upon the conclusion of the AGM on 18 June 2026.
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