China ITS Proposes 10% Share Buyback Mandate, 20% Issuance Capacity and Director Re-election Ahead of 28 May AGM

Bulletin Express
04/30

China ITS (Holdings) Co., Ltd. has issued a circular convening its Annual General Meeting (AGM) for 28 May 2026 in Beijing, outlining four core proposals:

1. Share Repurchase and Issue Mandates • Repurchase Mandate: Directors seek authority to buy back up to 10% of issued share capital, equal to 172.02 million shares, based on the 1.72 billion shares outstanding as at 22 April 2026. • Issue Mandate: Directors request authority to allot, issue or transfer up to 20% of issued share capital, or 344.04 million shares, and to extend this mandate by the number of shares repurchased. • The mandates would run until the next AGM, an earlier statutory deadline or shareholder revocation.

2. Director Re-election Executive Chairman Mr. Liao Jie and Chief Executive Officer Mr. Jiang Hailin retire by rotation and stand for re-election. • Mr. Liao draws annual remuneration of RMB1.50 million and indirectly holds 105.76 million shares through Joyful Business Company Limited. • Mr. Jiang receives RMB1.15 million in remuneration and RMB0.90 million in director fees and is deemed interested in 559.67 million shares (32.54% stake) via various controlled entities.

3. Auditor Re-appointment Forvis Mazars CPA Limited is nominated for re-appointment as external auditor for FY 2026, with an estimated audit fee of RMB2.10 million–RMB2.30 million, excluding out-of-pocket expenses.

4. Administrative Details • Register of members closes 22–28 May 2026; shareholders must lodge transfers by 4:00 p.m. on 21 May 2026 to qualify for voting. • Proxy forms must reach Union Registrars Limited no later than 48 hours before the AGM.

Takeovers Code Implications Controlling shareholders collectively hold 32.54% of issued shares. A full 10% buyback would lift their interest to 36.15%, potentially triggering a mandatory offer under Rule 26; the board states it has no current intention to repurchase shares to such an extent.

Share Price Range (Apr 2025–Apr 2026) The stock traded between HK$0.17 and HK$0.21 in April 2026 (up to 22 April), and within a 12-month high/low of HK$0.44 and HK$0.13.

Shareholders will vote on all resolutions at the AGM. Completion and return of proxy forms will not preclude holders from voting in person.

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