JOINN Laboratories (China) Co., Ltd. announced three governance initiatives approved at the second meeting of the fifth Board session:
1. Proposed amendments to the Articles of Association. 2. Proposed amendments to the Rules of Procedures for the General Meeting of Shareholders. 3. Nomination of Mr. Zhou Fengyuan as a non-executive director.
Key details are as follows:
Governance Framework Updates • Legal alignment: The Articles will be updated to comply with the PRC Company Law (effective 1 July 2024), the State Council’s regulatory repeal decision, and the 2023 CSRC “Trial Administrative Measure of Overseas Securities Offering and Listing by Domestic Companies.”
• Board structure: The number of directors will rise from 10 to 11, maintaining at least four independent directors (not less than one-third of the Board).
• Elimination of class-shareholder provisions: All clauses (Articles 118–125) governing class shareholders will be deleted; parallel deletions will be made in the shareholders-meeting procedural rules (Articles 61–68).
• Shareholder meeting mechanics: References to class shareholders’ meetings are removed; thresholds and processes for calling extraordinary general meetings remain unchanged for shareholders holding at least 10 % voting shares.
• Board committees: Formalizes Strategy, Audit, Nomination, and Remuneration & Evaluation Committees. Each committee will have no fewer than three members; the Audit, Nomination, and Remuneration committees must comprise a majority of independent directors, with an independent director as convener. The Audit Committee will assume the supervisory-committee functions required under the Company Law.
Implementation Timetable • The revised Articles and meeting rules require shareholder approval by special resolution at the 2025 annual general meeting (AGM) and a class shareholders’ meeting scheduled for 2026. • Until these approvals, current governing documents remain in force. • The Board is authorised to complete all regulatory filings and make wording adjustments requested by regulators.
Director Nomination • Mr. Zhou Fengyuan, 32, is proposed as a non-executive director. He founded and has led BioAI Technology Co., Ltd. since November 2018 and is pursuing a PhD in Business Administration at United Business Institutes, Belgium (since May 2025). • Mr. Zhou is the son of Ms. Feng Yuxia (Chairperson and controlling shareholder) and Mr. Zhou Zhiwen (controlling shareholder). • He holds no shares in JOINN, occupies no other positions within the Group, and has no other relationships requiring disclosure under Hong Kong Listing Rules. • Subject to AGM approval, his term will run until the end of the fifth Board session; remuneration will be set by the Board with reference to his duties.
Next Steps A circular detailing the proposed amendments and the director nomination, together with notices of the 2025 AGM and the 2026 class shareholders’ meeting, will be dispatched to shareholders in due course.
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