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

Bulletin Express
Jun 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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