Sinotrans calls 2025 AGM; seeks 20% H-share issue mandate, 10% buy-back, confirms RMB0.155 dividend

Bulletin Express
05/08

Sinotrans Limited has issued a notice convening its 2025 Annual General Meeting (AGM) for 10:00 a.m. on 29 May 2026 at China Merchants Plaza Tower B, Chaoyang District, Beijing.

Key items to be put before shareholders include:

1. Capital mandates • Directors are seeking authority to issue up to 20% of the company’s issued H-share capital (excluding any treasury stock) during the “Relevant Period” (the earlier of the next AGM, 12 months after approval, or revocation by shareholders). • A separate special resolution would allow repurchase of up to 10% of issued H-shares within the same period, subject to Hong Kong and PRC regulations and separate class-meeting approval by A- and H-shareholders.

2. Funding and guarantees • Shareholders will vote on an updated mandate for the issuance of debt-financing instruments. • Estimated guarantees to be provided by the company in 2026 will also be submitted for approval.

3. Routine business and distributions • Ordinary resolutions cover the 2025 Board Work Report, 2025 Annual Report, director and senior management remuneration, and the reappointment of the external auditor for 2026. • The Board proposes a cash dividend of RMB0.155 per share (tax inclusive) for 2025. For H-shareholders, this equates to HK$0.1754 per share, based on a PBOC exchange rate of RMB1 = HK$1.1317 on 27 March 2026. • The dividend record date is 9 June 2026, with books closed from 4–9 June 2026. Payment is scheduled on or before 29 June 2026.

4. Shareholder arrangements • The H-share register will close from 26–29 May 2026; share transfers for AGM eligibility must be lodged by 4:30 p.m. on 22 May 2026. • Proxy forms must be deposited no later than 24 hours before the meeting.

5. Tax treatment • Sinotrans will withhold 10% enterprise income tax on dividends paid to non-resident corporate H-shareholders. • Individual H-shareholders are generally subject to a 10% withholding tax, adjusted where bilateral treaties apply. • For southbound trading investors, a 20% individual income-tax withholding will be applied, while domestic enterprise investors must self-declare and pay applicable taxes.

Shareholders will also hear the 2025 report from independent non-executive directors; this item is for review only and not subject to a vote.

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