TRANSTHERA-B Calls 18 June 2026 Virtual AGM; To Address 2025 Losses, No Dividend, Auditor Re-appointment and Governance Reshuffle

Bulletin Express
05/26

TRANSTHERA-B (TransThera Sciences (Nanjing), Inc.) has scheduled its 2026 Annual General Meeting (AGM) for 18 June 2026 at 10:30 a.m. via the Vistra eVoting Portal. Key items on the agenda include:

• 2025 Financial Review – Audited 2025 consolidated loss reached RMB 1.70 billion, exceeding one-third of the Company’s paid-up share capital of RMB 396.90 million. – Accumulated undistributed profits remained negative; the Board proposes no cash dividend, bonus issue or profit distribution for 2025.

• Auditor and Reporting Matters – Ernst & Young is recommended for re-appointment as external auditor for 2026 at a fee of RMB 2.08 million. – Shareholders will vote on the 2025 Board report, Supervisory Committee report and full annual report.

• Board and Supervisory Remuneration – Proposed 2026 director fee for independent and non-executive directors: RMB 223,560 each; executive directors will receive remuneration per their employment contracts without additional board fees. – Supervisor remuneration largely unchanged; only the chairwoman (employee representative) and one supervisor draw remuneration per employment contracts, while one shareholder-representative supervisor will forgo fees.

• Board Composition – Shareholders will vote on appointing Mr Feng Weibo as an independent non-executive director for the current Board term at an annual fee of RMB 223,560.

• Capital Mandates – Issuance mandate: Directors may issue or transfer up to 20% of issued shares, equivalent to 80.82 million shares, excluding treasury shares. – Repurchase mandate: Authority to buy back up to 10% of issued H Shares (30.89 million shares). – A further mandate seeks to extend the issuance limit by the volume of any shares repurchased.

• Governance Structure Changes – Proposal to abolish the Supervisory Committee, transferring supervisory duties to the Audit Committee. – Planned amendments to the Articles of Association and related rules to reflect the new structure and to broaden the Company’s business scope to include pharmaceutical wholesale and retail.

• Capital Information – As at 25 May 2026 the Company had 404.08 million issued shares: 95.23 million unlisted shares and 308.85 million H Shares.

Shareholders on record as of 18 June 2026 may participate virtually or by proxy, with registration books closing from 15–18 June 2026. Proxy forms must be lodged by 10:30 a.m., 17 June 2026.

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