China Oil & Gas Sets 15 May AGM; Seeks Fresh 20% Issuance Mandate, 10% Buy-back Authority and Board Re-elections

Bulletin Express
04/15

China Oil & Gas Group Limited will hold its 2026 annual general meeting (AGM) on 15 May 2026 in Zhuhai, Guangdong. Key resolutions to be put before shareholders include:

1. Capital mandates • 20% Issuance Mandate: Directors request authority to allot and issue, or transfer from treasury, up to 1.13 billion new shares, equivalent to 20% of the current 5.64 billion issued shares. • 10% Repurchase Mandate: Approval sought to buy back up to 563.68 million shares. Board says it has no immediate plan to exercise either mandate. • Extension Mandate: If both mandates pass, the issuance limit may be increased by the number of shares actually repurchased.

2. Director re-elections • Executive directors Guan Yijun and Xu Ran, and independent non-executive director Liu Zhihong, will retire by rotation and stand for re-election. The nomination committee confirms Liu’s continued independence.

3. Governance items • Shareholders will vote on re-appointing KPMG as external auditor and authorising directors to fix its remuneration.

Key share data and implications • Outstanding shares: 5.64 billion; no treasury shares as of 10 Apr 2026. • Full use of the buy-back mandate would raise Chairman and CEO Xu Tie-liang’s indirect stake from 28.25% to 31.39%, potentially triggering a Rule 26 Takeovers Code offer. The company states it has no intention of repurchasing shares to such a level. • Management believes the mandates provide flexibility for future capital management and recommends shareholders vote in favour.

Administrative details • Shareholders must be on the register by 8 May 2026 to vote. The register will be closed 11–15 May 2026. Proxy forms are due 48 hours before the meeting.

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