Touyun Biotech Issues AGM Notice; Seeks Share Mandates, Board Re-elections and Bye-law Update

Bulletin Express
Apr 22

Touyun Biotech Group Limited has released its 2026 Annual General Meeting (AGM) circular, setting out key proposals to be tabled on 5 June 2026 in Hong Kong.

Key items for shareholder approval include:

1. Share Issue Mandate • Directors request authority to allot, issue or transfer up to 561.19 million shares—equivalent to 20% of the 2.81 billion issued shares (excluding treasury shares) recorded on 20 April 2026. • The mandate would expire at the next AGM, on the statutory deadline for holding the next AGM, or upon revocation by shareholders, whichever comes first.

2. Share Repurchase Mandate • The Board seeks authority to repurchase up to 280.60 million shares, representing 10% of total issued shares (excluding treasury shares) as of the latest practicable date. • Any shares repurchased could be cancelled or held in treasury in line with Bermuda law and Hong Kong Listing Rules.

3. Extension Mandate • Subject to the above mandates being approved, the authorised issue limit may be increased by the number of shares repurchased under the Repurchase Mandate.

4. Board Composition • Re-election of Executive Director Du Dong and Non-executive Directors Chen Hui and Zhang Lele. • The Nomination Committee supports the re-elections, citing board diversity and experience.

5. Auditor • Re-appointment of Moore CPA Limited as independent auditor for the coming year.

6. Bye-law Overhaul • Shareholders will vote on adopting a second amended and restated set of bye-laws to: – Align with Hong Kong’s paperless listing regime, electronic meeting standards and treasury-share framework. – Prepare for the forthcoming uncertificated securities market.

Timetable and Participation

• Share register closure: 2 June – 5 June 2026 (both days inclusive). • Record date for voting: 5 June 2026. • Proxy forms must reach Tricor Investor Services by 10:30 a.m., 3 June 2026.

The circular confirms that all AGM resolutions will be decided by poll and no shareholder is required to abstain from voting.

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