Smart Globe Holdings Limited issued a circular dated 24 April 2026 convening its annual general meeting (AGM) for 29 May 2026 at 10:30 a.m. in Quarry Bay, Hong Kong.
Key items on the agenda include:
1. Capital mandates • Renewal of a general mandate allowing the board to allot and issue up to 20% of issued share capital. Based on 1.02 billion shares outstanding as at the Latest Practicable Date, the limit equates to 204.00 million new shares. • Renewal of authority to repurchase up to 10% of issued shares, representing 102.00 million shares. • An extension mandate permitting any shares repurchased to be added to the issuance limit, effectively raising the potential headroom by a further 10%.
2. Background on mandate utilisation • Under the 27 May 2024 mandate, Smart Globe issued HK$20.10 million convertible bonds on 3 January 2025, exchangeable into a maximum 16.75 million shares at HK$1.20 each; no conversions have occurred. • The 19 May 2025 mandate for 204.00 million shares remains unused and will lapse at the forthcoming AGM.
3. Constitutional amendments Shareholders will vote on adopting a new amended and restated memorandum and articles of association to: • enable virtual and hybrid shareholder meetings; • accommodate the Hong Kong Stock Exchange’s expanded paperless regime; • formalise the holding and resale of treasury shares; and • incorporate related housekeeping changes. Legal advisers confirm the revisions comply with Cayman Islands law and HKEX Listing Rules.
4. Board composition Re-election of three retiring directors: executive director Mr Chen Kun, and independent non-executive directors Dr Wu Ka Chee Davy and Mr Yiu Ho Chi Stephen.
5. Administrative details • Register of members will close from 26 May to 29 May 2026 (both days inclusive); shareholders must lodge transfers by 4:30 p.m. on 22 May 2026 to qualify for attendance and voting. • Shareholders may appoint proxies; all resolutions will be decided by poll.
The board recommends shareholders vote in favour of all proposed resolutions at the AGM.