BOAN BIOTECH has issued its 2026 AGM circular, outlining nine key resolutions for shareholder approval on 22 June 2026 in Yantai, Shandong.
Key agenda items: 1. 2025 Performance Disclosure • The 2025 Board and Supervisory Reports and the full 2025 Annual Report will be tabled for endorsement. • Ernst & Young is proposed for re-appointment as external auditor for FY 2026; FY 2025 audit fees totalled RMB3.30 million. The 2026 audit fee is estimated at RMB3.50 million–RMB3.85 million.
2. Capital Management Authorities • General Issue Mandate: Directors may allot, issue or transfer up to 20% of issued H shares—capped at 124.47 million shares—subject to regulatory approvals. • Share Repurchase Mandate: Authorises buy-backs of up to 10% of issued H shares, equivalent to 62.23 million shares. Repurchased stock may be cancelled or held as treasury shares. • Combined Scope: Shares repurchased can be added to the issue mandate, potentially expanding the issuance headroom by a further 62.23 million shares.
3. New Equity Incentive Scheme • Introduction of a Restricted Share Unit (RSU) Incentive Scheme with a six-year life. • Scheme Mandate Limit set at 12.45 million H shares, representing 2.00% of current issued H shares. • Participants include senior management, key employees and selected talent; vesting periods to be at least 12 months with performance-linked conditions. • Awards will be satisfied via secondary-market share purchases or recycled shares; no new share issuance is planned under the RSU scheme. • The Board (and authorised persons) will oversee grants, performance assessment, vesting and any trustee appointments.
4. Governance & Remuneration • Shareholders will vote on Directors’ and Supervisors’ remuneration frameworks for 2026. • The AGM will also formalise the directors’ authority to amend the Articles of Association to reflect any share structure changes stemming from mandate usage.
Logistics • Shareholders of record as of 22 June 2026 may vote; the register closes 16–22 June. • Proxy forms must be lodged by 10:00 a.m. on 21 June.
If approved, the mandates would give BOAN BIOTECH flexibility for capital raising, share buy-backs and implementation of the newly proposed RSU scheme, aligning key personnel incentives with shareholder interests while preserving compliance with Hong Kong and PRC regulations.