CanSino Biologics Inc. (“CanSinoBIO”) convened the eleventh meeting of its third-session Board of Directors on 28 April 2026 and approved a package of proposed amendments to the company’s Articles of Association and the Rules of Procedures for both shareholder meetings and Board operations.
Key amendment highlights:
1. Shareholder Rights • Refines proxy-solicitation mechanisms and specifies new triggers for adopting cumulative voting when electing directors.
2. Director and Senior Management Obligations • Introduces explicit cessation and removal processes upon disqualification. • Mandates disclosure of competing business activities. • Reinforces the duty of care during Board deliberations.
3. Accountability and Meeting Protocols • Establishes a post-departure liability framework for directors. • Details procedural requirements for convening urgent Board meetings.
Implementation Path • The amendments require approval by shareholders through special resolutions at the forthcoming annual general meeting. • A circular outlining the full text of the revisions will be dispatched to shareholders in due course.
Board Composition (as of the announcement date) • Executive Directors: Dr. Xuefeng Yu (Chairman), Dr. Shou Bai Chao, Ms. Jing Wang • Non-executive Director: Mr. Chi Shing Li • Independent Non-executive Directors: Mr. Yiu Leung Andy Cheung, Mr. Man Cho, Ms. Xuefeng Ji
The proposed changes align CanSinoBIO’s governance framework with the latest Company Law of the People’s Republic of China, the Rules for Corporate Governance of Listed Companies, and other relevant regulations.
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