CStone Pharma to Seek Shareholder Nod for 20% Issue Mandate, 10% Buy-Back Capacity and CEO Equity Awards

Bulletin Express
Jun 01

CStone Pharmaceuticals (CStone Pharma) has issued a circular convening its 2026 annual general meeting (AGM) for 23 June 2026 in Shanghai. Key resolutions to be put before shareholders include refreshed capital mandates, board renewals, auditor re-appointment and a substantial equity incentive package for Chief Executive Officer Dr Jianxin Yang.

Capital authorisations • Issue mandate: Directors are seeking authority to allot or transfer up to 20% of the company’s issued share capital, equivalent to a maximum of 320.15 million new or treasury shares, based on the 1.60 billion shares outstanding as of 28 May 2026. • Share buy-back mandate: Management also requests approval to repurchase up to 10% of issued shares, or about 160.07 million shares, on the Hong Kong Stock Exchange. Bought-back shares may be cancelled or held as treasury stock.

Director and auditor matters • Six directors—Executive Director/CEO Dr Jianxin Yang; Non-executive Directors Kenneth W. Hitchner III and Edward Hu; and Independent Non-executive Directors Kenneth H. Jarrett, Fang Xie and Catherine Yen—will stand for re-election. • Deloitte Touche Tohmatsu is nominated for re-appointment as external auditor for the year ending 31 December 2026, with audit and review fees estimated between RMB 2.92 million and RMB 3.21 million.

Proposed equity awards to CEO • Conditional on shareholder approval, Dr Yang is slated to receive 7.00 million share options at an exercise price of HKD 5.65 per share and 4.27 million restricted share units (RSUs). – Vesting of both awards is tied to performance milestones; options carry a 10-year life with 25% vesting after one year from milestone achievement and the remainder monthly over three years. – The RSUs include 1.27 million units beginning to vest immediately and 3.00 million units subject to performance triggers, following the same vesting schedule as the options. • The combined grant exceeds the 1% annual threshold for equity awards to a single grantee, requiring separate shareholder approval. Dr Yang, who owns 71.83 million shares (4.49% stake), will abstain from voting on his own awards.

Additional information • All AGM resolutions will be decided by poll, with the share register closed from 17–23 June 2026. • No current intention to issue new shares or conduct share buy-backs has been announced; the mandates are sought to maintain financial flexibility.

Shareholders are advised to return proxy forms by 10:00 a.m. on 21 June 2026 if unable to attend the AGM in person.

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