NovaBridge Biosciences 6-K, filed Sep 24, 2025
NovaBridge Biosciences (NBP)
About this 6-K
NovaBridge Biosciences filed this 6-K on September 24, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-39173
I-MAB
2440 Research Boulevard, Suite 400
Rockville, MD 20850
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Extraordinary General Meeting
I-Mab (the “Company”) will hold an Extraordinary General Meeting of Shareholders (the “Meeting”) on October 24, 2025 beginning at 10:00 a.m. (local time) at the offices of Kirkland & Ellis LLP, the Company’s U.S. legal counsel, located at 1301 Pennsylvania Avenue, N.W., Washington, DC 20004.
Materials made available in connection with the Meeting are available on the Company's website at www.i-mabbiopharma.com. The information contained in, or that can be accessed through, the Company’s website is not a part of this filing.
Incorporation by Reference
The following documents regarding the Meeting, each of which are attached as an exhibit hereto, are incorporated by reference herein. The information and exhibits set forth in this Report on Form 6-K shall be deemed to be incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-286954) and Form S-8 (File No. 333-239871, File No. 333-256603, File No. 333-265684, File No. 333-279842 and File No. 333-290195) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit No. |
Description |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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I-MAB |
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By |
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/s/ Joseph Skelton |
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Name |
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Joseph Skelton |
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Title |
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Chief Financial Officer |
Date: September 24, 2025
I-Mab 天境生物
2440 Research Boulevard, Suite 400
Rockville, MD 20850
PROXY STATEMENT
General
The board of directors of I-Mab (the “Company”), a Cayman Islands exempted company with limited liability, is soliciting proxies for the extraordinary general meeting of shareholders of the Company to be held on October 24, 2025 at 10:00 a.m. (local time) (the “EGM”). The EGM will be held at the offices of Kirkland & Ellis LLP, the Company’s U.S. legal counsel, located at 1301 Pennsylvania Avenue, N.W., Washington, DC 20004, USA. Unless otherwise specified, all times and dates referenced in this Proxy Statement are in the U.S. Eastern time zone.
This Proxy Statement can be accessed, free of charge, on the Investor section of the Company’s website at from September 24, 2025, and the Proxy Form will first be mailed to holders of ordinary shares, par value US$0.0001 per share (“Ordinary Shares”), of the Company on or about September 24, 2025.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person signing such proxy by attending the EGM and voting in person.
Record Date, Share Ownership and Quorum
Only shareholders of record at the close of business on September 12, 2025 (the “Record Date”) are entitled to vote at the EGM. Our Ordinary Shares, that underlie American depositary shares (“ADSs”) are included for purposes of this determination. As of September 12, 2025, 265,111,923 Ordinary Shares of the Company were outstanding, including approximately 239,109,449 Ordinary Shares represented by ADSs and held by Citibank, N.A., as depositary of the ADSs (the “Depositary”). Each ten ADSs represents twenty-three Ordinary Shares. One or more holders of Ordinary Shares being not less than an aggregate of one-third of all votes attaching to all Ordinary Shares in issue and entitled to vote and present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, will constitute a quorum for all purposes.
Voting and Solicitation
Each Ordinary Share in issue on the Record Date is entitled to one vote. A resolution put to the vote at the EGM will be decided by poll. Copies of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names the Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners. For each of Proposals 1 and 2 presented below, approval of the proposal requires the affirmative vote of not less than two-thirds of the votes attaching to the Ordinary Shares cast at a meeting.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the EGM, or at any adjournment thereof, in accordance with the instructions of the shareholders. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the EGM, or at any adjournment thereof.
Abstentions by holders of Ordinary Shares are included in the determination of the number of Ordinary Shares present and voting but are not counted as votes for or against a proposal.
Voting by Holders of ADSs
We have requested the Depositary, to mail to all the registered ADS holders this proxy statement, the accompanying notice of EGM and an ADS Voting Instruction Card. Upon the timely receipt from an owner of record of ADSs of written voting
instructions in the manner specified, the Depositary will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares underlying the ADSs, which may be evidenced by ADRs related to those ADSs, in accordance with such voting instructions. Under the terms of the deposit agreement, dated as of January 22, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs issued thereunder (as each term is defined therein)the Depositary will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described two paragraphs below. As the holder of record for all the Ordinary Shares represented by the ADSs, only the Depositary may vote those Ordinary Shares at the EGM.
There is no guarantee that ADS holders or any such holder in particular will receive the notice described above with sufficient time to enable such ADS holder to return any voting instructions to the Depositary in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.
PROPOSAL 1:
APPROVAL OF THE CHANGE OF THE COMPANY’S NAME
Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”), the board of directors proposes the approval of the change of the English name of the Company from “I-Mab” to “NovaBridge Biosciences”, and the change of the dual foreign name of the Company from “天境生物” to “新桥生物”, effective as of the date of the certificate of incorporation on change of name issued by the Registrar (the “Change of Name”).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE CHANGE OF THE COMPANY’S NAME.
PROPOSAL 2:
APPROVAL OF THE SEVENTH AMENDED and restated memorandum and articles of association
Upon the approval of Resolution 1, the board of directors proposes that the sixth amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the seventh amended and restated memorandum and articles of association, a copy of which is attached hereto as Appendix 1, effective as of the date of the Change of Name.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE SEVENTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.
OTHER MATTERS
We know of no other matters to be submitted to the EGM. If any other matters properly come before the EGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the board of directors may recommend.
By Order of the Board of Directors,
/s/ Wei Fu
Wei Fu
Chairman of the Board of Directors
Dated: September 24, 2025
Appendix 1
Seventh amended and restated memorandum and articles of association
THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES SEVENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
NovaBridge Biosciences 新桥生物
(Adopted by Special Resolution passed on [●])
THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES SEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
NovaBridge Biosciences 新桥生物
(Adopted by Special Resolution passed on [●])
TABLE A
The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
“ADS” |
means an American Depositary Share representing Ordinary Shares; |
“Affiliate” |
means in respect of a Person, any other Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision- making body of such corporation, partnership or other entity; |
“Articles” |
means these articles of association of the Company, as amended or substituted from time to time; |
“Board” and “Board of Directors” and “Directors” |
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; |
“Executive Chairman” |
means the chairman of the Board of Directors; |
“Class” or “Classes” |
means any class or classes of Shares as may from time to time be issued by the |
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Company; |
“Commission” |
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
“Company” |
means NovaBridge Biosciences 新桥生物, a Cayman Islands exempted company; |
“Companies Act” |
means the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
“Company’s Website” |
means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders; |
“Designated Stock Exchange” |
means the stock exchange in the United States on which any Shares or ADSs are listed for trading; |
“Designated Stock Exchange Rules” |
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange; |
“electronic” |
has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
“electronic communication” |
means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; |
“Electronic Transactions Act” |
means the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
“electronic record” |
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
“Memorandum of Association” |
means the memorandum of association of the Company, as amended or substituted from time to time; |
“Ordinary Resolution” |
means a resolution: (a) passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or (b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the |
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last of such instruments, if more than one, is executed; |
“Ordinary Share” |
means an ordinary share of a par value of US$0.0001 in the capital of the Company, designated as an ordinary share and having the rights provided for in these Articles; |
“paid up” |
means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; |
“Person” |
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; |
“Register” |
means the register of Members of the Company maintained in accordance with the Companies Act; |
“Registered Office” |
means the registered office of the Company as required by the Companies Act; |
“Seal” |
means the common seal of the Company (if adopted) including any facsimile thereof; |
“Secretary” |
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; |
“Securities Act” |
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
“Share” |
means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share; |
“Shareholder” or “Member” |
means a Person who is registered as the holder of one or more Shares in the Register; |
“Share Premium Account” |
means the share premium account established in accordance with these Articles and the Companies Act; |
“signed” |
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; |
“Special Resolution” |
means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: (a) passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or (b) approved in writing by all of the Shareholders entitled to vote at a |
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general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed; |
“Treasury Share” |
means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; and |
“United States” |
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. |
PRELIMINARY
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SHARES
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and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
ORDINARY SHARES
MODIFICATION OF RIGHTS
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CERTIFICATES
FRACTIONAL SHARES
LIEN
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CALLS ON SHARES
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FORFEITURE OF SHARES
TRANSFER OF SHARES
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TRANSMISSION OF SHARES
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REGISTRATION OF EMPOWERING INSTRUMENTS
ALTERATION OF SHARE CAPITAL
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
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TREASURY SHARES
GENERAL MEETINGS
(b) At these meetings the report of the Directors (if any) shall be presented.
NOTICE OF GENERAL MEETINGS
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PROCEEDINGS AT GENERAL MEETINGS
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VOTES OF SHAREHOLDERS
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provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
DEPOSITARY AND CLEARING HOUSES
DIRECTORS AND EXECUTIVE CHAIRMAN
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ALTERNATE DIRECTOR OR PROXY
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POWERS AND DUTIES OF DIRECTORS
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BORROWING POWERS OF DIRECTORS
THE SEAL
DISQUALIFICATION OF DIRECTORS
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PROCEEDINGS OF DIRECTORS
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PRESUMPTION OF ASSENT
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DIVIDENDS
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
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CAPITALISATION OF RESERVES
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid bonus shares;
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and any such agreement made under this authority being effective and binding on all those Shareholders; and
SHARE PREMIUM ACCOUNT
NOTICES
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In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
No other Person shall be entitled to receive notices of general meetings.
INFORMATION
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INDEMNITY
unless the same shall happen through such Indemnified Person's own dishonesty, willful default or fraud.
FINANCIAL YEAR
NON-RECOGNITION OF TRUSTS
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WINDING UP
AMENDMENT OF ARTICLES OF ASSOCIATION
CLOSING OF REGISTER OR FIXING RECORD DATE
REGISTRATION BY WAY OF CONTINUATION
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DISCLOSURE
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I-Mab 天境生物
2440 Research Boulevard, Suite 400
Rockville, MD 20850
NOTICE OF extraordinary GENERAL MEETING
To be held on OCTOBER 24, 2025
Notice is hereby given that an extraordinary general meeting (the “Meeting”) of I-Mab (the “Company”), a Cayman Islands exempted company with limited liability, will be held at the offices of Kirkland & Ellis LLP, the Company’s U.S. legal counsel, located at 1301 Pennsylvania Avenue, N.W., Washington, DC 20004, USA on October 24, 2025 at 10:00 a.m. (local time) for the following purposes:
To consider and, if thought fit, pass with or without amendments, the following resolutions of the Company:
RESOLUTION 1:
A proposal, as a special resolution that, subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”), the English name of the Company be changed from “I-Mab” to “NovaBridge Biosciences” and the dual foreign name of the Company be changed from “天境生物” to “新桥生物”, with effect from the date of the certificate of incorporation on change of name to be issued by the Registrar (the “Change of Name”).
Resolution to be Voted Upon:
RESOLVED, AS A SPECIAL RESOLUTION, THAT, subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”), the English name of the Company be changed from “I-Mab” to “NovaBridge Biosciences” and the dual foreign name of the Company be changed from “天境生物” to “新桥生物”, with effect from the date of the certificate of incorporation on change of name to be issued by the Registrar (the “Change of Name”).
RESOLUTION 2:
A proposal as a special resolution that, upon the approval of Resolution 1, the sixth amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the seventh amended and restated memorandum and articles of association (the “Amended M&A”), a copy of which attached to the Proxy Statement, which is attached to and made a part of this notice, with effect from the effective date of the Change of Name.
Resolution to be Voted Upon:
RESOLVED, AS A SPECIAL RESOLUTION, THAT, upon the approval of Resolution 1, the sixth amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the seventh amended and restated memorandum and articles of association (the “Amended M&A”), a copy of which attached to the Proxy Statement, with effect from the effective date of the Change of Name.
The board of directors of the Company has fixed the close of business on September 12, 2025 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, attend or vote at the EGM or any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Citibank, N.A., the depositary of the Company’s ADS program.
Please refer to the Proxy Form, which is attached to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor section of our website at www.i-mabbiopharma.com. Holders of record of the
Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the EGM and any adjourned or postponed meeting thereof.
Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the EGM in person. Your vote is important. If you cannot attend the EGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the EGM to ensure your representation at such meeting.
Shareholders may obtain a copy of the Company’s 2024 annual report, free of charge, from the Investor section of the Company’s website at www.i-mabbiopharma.com, or by contacting I-Mab at 2440 Research Boulevard, Suite 400, Rockville, MD 20850, USA, attention: I-Mab Investor Relations, telephone: (240) 745-6330, email: ir@imabbio.com.
By Order of the Board of Directors,
I-Mab
/s/ Wei Fu
Wei Fu
Chairman
September 24, 2025
A form of proxy has been included with this Notice.
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN PERSON OR SEND IN A SPECIFIC PROXY.
1 A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairperson will be appointed as your proxy.
2 Any standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder attends the Meeting in person or executes a specific proxy.
3 A form of proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at 2440 Research Boulevard, Suite 400, Rockville, MD 20850 or send copies of the foregoing by email to ir@imabbio.com, in each case marked for the attention of I-Mab, not later than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish.
4 If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.
5 A shareholder holding more than one share entitled to attend and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
6 The quorum for the Meeting is one or more shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative.
7 "Special Resolution" means a resolution passed by a majority of at least two-thirds of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
8 If the proxy is returned without an indication as to how the proxy shall vote, the proxy will vote in favor of each resolution.
9 This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose.
10 Any alterations made to this form must be initialed by you.
11 Voting will be conducted on a poll.
I-Mab
(the “Company”)
P R O X Y
I/We of , the holder of ordinary shares1 in the Company, hereby appoint the Chairperson of the Extraordinary General Meeting2 or of
as my/our proxy to vote on my/our behalf in respect of all matters and resolutions to be submitted for consideration and approval at the Extraordinary General Meeting of the Company to be held on the 24th day of October 2025, and at any adjournment thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit3.
No. |
PROPOSALS |
FOR |
AGAINST |
ABSTAIN |
1. |
RESOLVED, AS A SPECIAL RESOLUTION, THAT, subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”), the English name of the Company be changed from “I-Mab” to “NovaBridge Biosciences” and the dual foreign name of the Company be changed from “天境生物” to “新桥生物”, with effect from the date of the certificate of incorporation on change of name to be issued by the Registrar (the “Change of Name”). |
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2. |
RESOLVED, AS A SPECIAL RESOLUTION, THAT, upon the approval of Resolution 1, the sixth amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the seventh amended and restated memorandum and articles of association (the “Amended M&A”), a copy of which attached to the Proxy Statement, with effect from the effective date of the Change of Name. |
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Dated , 2025 Signature(s)4
Extraordinary General Meeting of Shareholders The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (Eastern Time) on October 20, 2025 for action to be taken. 2025 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES I-Mab (the “Company”) CUSIP No.: 44975P103. ADS Record Date: Meeting Specifics: Meeting Agenda: Depositary: Deposit Agreement: Deposited Securities: Custodian: September 12, 2025. Extraordinary General Meeting to be held at10:00a.m.(Local time) on Friday, October 24, 2025 at the offices of Kirkland & Ellis LLP, the Company's U.S. legal counsel, located at 1301 Pennsylvania Avenue, N.W., Washington, DC 20004, USA (the “Meeting”). Please refer to the Company’s Notice of Meeting enclosed herewith. The Company's Notice of Meeting and other relevant documents are posted on the investor section of the Company's website www.i-mabbiopharma.com. Citibank, N.A. Deposit Agreement, dated as of January 22, 2020. Ordinary shares, nominal value US$0.0001 per share, of the Company (the "Shares"). Citibank, N.A. -Hong Kong. You as the undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement (“ADSs”) and identified above, acknowledge receipt of a copy of the Depositary’s Notice of General Meeting and hereby authorize and direct the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by your ADSs in the manner indicated on the reverse side hereof. All capitalized terms not defined herein shall have the meaning given to such term in the Deposit Agreement. The information with respect to the Meeting and the ADS Voting Instructions contained herein and in any related materials may change after the date hereof as a result of a change in circumstances (e.g., an adjournment or cancellation of the Meeting, a change in location and/ormanner of holding the Meeting). The Company intends to announce any changes and updates only on its website www.i-mabbiopharma.com. We encourage you to check the referenced Company website for any updates to the information with respect to the Meeting and the ADS Voting Instructions as it is not expected that any additional information will be distributed to you via mail or email. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (a) in the event voting takes place at a shareholders’ meeting by a show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions timely received from a majority of Holders of ADSs who provided voting instructions, and (b) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. If voting is by poll and the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purposes, such Holder shall be deemed, and the Depositary shall (unless otherwise specified in the Notice of Meeting) deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (a) in the case voting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided timely voting instructions, and (b) as otherwise contemplated in the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the Notice of Meeting) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Please indicate on the reverse side hereof how the Deposited Securities are to be voted. The Voting Instructions must be marked, signed and returned on time in order to be counted. By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.
Agenda Special resolutions 1. Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the "Registrar"), the English name of the Company be changed from “I-Mab” to “NovaBridge Biosciences” and the dual foreign name of the Company be changed from “天境生物” to “新桥生物”, with effect from the date of the certificate of incorporation on change of name to be issued by the Registrar (the "Change of Name"). 2. Upon the approval of Resolution 1, the sixth amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place with the seventh amended and restated memorandum and articles of association (the "Amended M&A"), a copy of which is attached to the Proxy Statement, which is attached to and made a part of the Notice of Meeting, with effect from the effective date of the Change of Name. The Depositary has been informed that the Company's Board of Directors recommend a "For" vote for each of the foregoing resolutions. Issues I-Mab Special resolutions For Against Abstain Resolution 1 Resolution 2 A B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue. If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue. Please be sure to sign and date this Voting Instructions Card. Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such. Signature 1 - Please keep signature within the line Signature 2 - Please keep signature within the line Date (mm/dd/yyyy)