Raily Aesthetic Medicine International Holdings Limited (RAILY AESMED) has issued a notice convening its 2026 annual general meeting (AGM) for 26 June 2026, 3:00 p.m., at Minhang Tower, Hangzhou. Key items to be put before shareholders are as follows:
1. Financial Statements and Auditor • Shareholders will vote on adoption of the audited consolidated results for the year ended 31 December 2025 and the accompanying directors’ and auditors’ reports. • Re-appointment of Ernst & Young as external auditor, with authority for the board to set the fee.
2. Board Composition and Remuneration • Re-election of three independent non-executive directors—Dr Lin Hai, Ms Yang Xiaofen and Mr Liu Teng. • Directors’ remuneration to remain under the board’s authority.
3. General Issuance Mandate • Management is seeking authority to issue, allot or otherwise deal with new shares or convertible securities up to 20% of the company’s issued share capital (excluding any treasury shares) as at the date of the AGM. • The mandate would cover the period until the next AGM, expiry of the statutory time limit for holding it, or revocation by shareholders, whichever comes first.
4. Share Repurchase Mandate • The board requests approval to repurchase up to 10% of issued shares (excluding treasury shares) on the Hong Kong Stock Exchange or other recognised exchanges during the same mandate period.
5. Extension of Issuance Mandate • Conditional on the above two resolutions, the company may increase its share-issuance capacity by the number of shares actually repurchased, effectively allowing total issuance headroom of up to 30% of share capital.
6. Share Option Scheme Enhancements • Amendments to the existing Share Option Scheme include: – Resetting the overall Scheme Mandate Limit to 10% of issued shares as at the AGM date. – Introducing a 1% sub-limit for grants to service providers. – Updating scheme terms as detailed in the company’s circular. • Directors or the company secretary will be empowered to complete all documentation necessary to implement these changes.
7. Constitutional Updates • A special resolution proposes adoption of a third amended and restated memorandum and articles of association to align with Hong Kong’s Uncertificated Securities Market Regime and other regulatory updates.
Logistics and Voting • The share register will close from 23 June to 26 June 2026 (both days inclusive); shareholders must be on record by 22 June 2026 to vote. • All resolutions will be decided by poll, with results disclosed on HKEX and the company’s website.
The board currently comprises Executive Directors Mr Fu Haishu (Chairman), Mr Song Jianliang and Mr Wang Ying, alongside the three independent non-executive directors proposed for re-election.