Shuoao International Holdings Limited (Shuoao International) issued a circular on 28 April 2026 detailing resolutions to be tabled at its annual general meeting (AGM) scheduled for 23 June 2026 in Central, Hong Kong.
Key proposals:
1. Share issue and resale mandate • Directors seek authority to allot, issue or resell up to 20% of the company’s issued share capital, equivalent to 363.18 million shares, based on the 1.82 billion shares outstanding as at 22 April 2026. • Any shares repurchased and held as treasury shares may also be resold under this mandate. • The mandate will expire at the next AGM or upon earlier revocation.
2. Share repurchase mandate • Authorises buy-backs of up to 10% of issued shares, or 181.59 million shares. • Funding will be drawn from legally available reserves; directors do not intend to exercise the mandate to a level that would materially affect working capital or gearing. • Full utilisation would raise controlling shareholder Rich Pro’s holding from 66.48% to 73.87%, still below the mandatory takeover threshold.
3. Extension mandate • Shares repurchased may be added to the 20% issuance limit, effectively expanding headroom for new issues.
4. Board composition • Re-election of Executive Directors Dr. Jin Xiaozheng and Ms. Ji Siyi, and Independent Non-executive Director Mr. Chiu King Yan. • All three have confirmed their willingness to serve and, where applicable, independence under HKEX rules.
5. Auditor re-appointment • ZHONGHUI ANDA CPA Limited is nominated for re-appointment with an unchanged audit fee of HK$0.73 million for the financial year ending 31 December 2026.
Administrative details:
• Share register will be closed from 17 June to 23 June 2026 (both days inclusive). • Proxy forms must be lodged by 10:00 a.m. on 21 June 2026. • No food, beverages or corporate gifts will be provided at the meeting.
All resolutions will be voted on by poll in accordance with Hong Kong Listing Rules.