Fudan-Zhangjiang proposes governance overhaul, supervisory committee dissolution

Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. announced proposed amendments to its Articles of Association, the Rules of Procedure for General Meetings, and the Rules of Procedure for the Board of Directors, approved by the board on October 30, 2025. These changes align with the Company Law of the People’s Republic of China, listing rules for both Shanghai STAR Market and HKEX, and other regulations. Shareholders will vote on these amendments at the 2025 first extraordinary general meeting.

A key proposal involves the dissolution of the supervisory committee and supervisors. The board's audit committee will assume the supervisory committee's duties and functions as per the Company Law. Prior to extraordinary general meeting approval, the eighth session of the supervisory committee and its supervisors will continue their duties.

Other notable amendments include adjusting criteria for share repurchases, with exceptions specified for reducing registered capital or employee incentives. Limits on financial assistance, voting rights, and director responsibilities are also clarified. The board of directors will have increased authority in certain share issuance decisions, with the power to decide on A shares up to RMB300 million and H shares not exceeding 20% of total issued shares, both capped at 20% of net assets.