BJ Health sets 2 Jun 2026 AGM; seeks director re-election, 10% buyback & 20% issuance mandates, major Articles overhaul

Bulletin Express
04/29

Beijing Health (Holdings) Limited (BJ Health, 02389) has issued a circular convening its 2026 Annual General Meeting (AGM) for 2 June 2026 at 11:00 a.m. (Unit 2704, 27/F, 909 Cheung Sha Wan Road, Hong Kong). Key items up for shareholder approval are as follows:

1. Board composition • Re-election of executive directors Gu Shan Chao and Wang Zheng Chun, and independent non-executive director Zhang Yun Zhou (in post since 2015). • Continuation of Zhang Yun Zhou’s appointment requires separate approval as his tenure exceeds nine years.

2. Capital management authorities • Share Buyback Mandate: permission to repurchase up to 10% of issued shares (maximum 605.88 million shares) during the mandate period. • General Issue Mandate: authority to allot or sell/transfer treasury shares up to 20% of issued share capital (maximum 1.21 billion shares), extendable by the number of shares repurchased. • The Company had 6.06 billion shares in issue as of 22 Apr 2026 (Latest Practicable Date). Directors currently have no plans to exercise either mandate.

3. Articles of Association update Shareholders will vote on adopting an Amended and Restated Articles of Association to: • Enable hybrid and fully electronic general meetings and allow electronic voting and communications. • Permit electronic proxy appointments and instructions. • Formalise holding, transfer and management of shares in uncertificated form under Hong Kong’s Uncertificated Securities Market (USM) regime. • Introduce explicit provisions on treasury shares, including repurchase, holding and re-issuance. • Incorporate various Listing Rules-driven corporate governance updates and modernise language.

4. Auditor re-appointment • Re-appointment of Ernst & Young as external auditor for FY-2026, with annual remuneration capped at HK$1.80 million, subject to board negotiation.

Key administrative details • Shareholders recorded by 27 May 2026 (4:00 p.m.) may attend and vote. The proxy form must reach Union Registrars by 31 May 2026 (11:00 a.m.). • All resolutions will be decided by poll and results disclosed on both the HKEX and company websites.

The Board recommends shareholders vote in favour of all proposed resolutions at the AGM.

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