CLOUDR to Seek Shareholders’ Nod on New Issuance & Buy-back Mandates, 10% Share Scheme Refresh

Bulletin Express
06/09

ClouDr Group Limited (CLOUDR, 09955) has called its annual general meeting (AGM) for 30 June 2026 in Nanjing, presenting five key resolutions for shareholder approval.

Mandates on Share Capital • A fresh general mandate will allow directors to issue up to 129.14 million new shares—20% of the current 645.72 million issued shares. • A parallel mandate would permit on-market repurchases of up to 64.57 million shares, equal to 10% of the existing share capital. Repurchased stock may be cancelled or held as treasury shares for future reissue or use in share schemes.

Board & Auditor Changes • Executive director Hu Yue (appointed December 2025) will stand for first-time re-election, while independent non-executive directors Zhang Saiyin and Ang Khai Meng will retire by rotation and seek re-election. • KPMG is slated for re-appointment as external auditor, with an estimated FY 2026 fee of RMB3.80–4.20 million.

Share Scheme Capacity Reset • The Company proposes to refresh the mandate limit of its 2025 Share Scheme, restoring headroom to 10% of issued share capital—up to 64.57 million new shares. • Since adoption in January 2025, 58.68 million share awards (≈9.09% of shares outstanding) have been granted; only 8.11 million shares remain available. Management cites an ongoing shift toward an AI-driven “patients-to-manufacturers” (P2M) strategy and the need to retain key talent as reasons for the refresh. • Controlling shareholder and Chairman/CEO Kuang Ming (20.80% stake) and executive director Hu Yue (0.02%) will abstain from voting on the refresh resolution.

Key Dates • Shareholders must be on record by 24 June 2026 to vote. Proxy forms are due by 28 June 2026. • The AGM is scheduled for 9:00 a.m. on 30 June 2026 at the company’s Nanjing headquarters.

The Board recommends approval of all resolutions, citing operational flexibility and strategic talent retention as primary benefits.

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