SMOORE INTL has issued a circular convening its 2026 annual general meeting (AGM) for 22 May 2026 at 3:00 p.m. in Hong Kong. Shareholders will vote on multiple resolutions affecting board composition, capital management and equity incentive terms.

Key agenda items

1. Board composition • Executive directors Wang Guisheng and Wang Xin, and independent non-executive director Zhong Shan, will stand for re-election. • The nomination committee has endorsed their continuation, citing experience and contribution to board diversity.

2. Capital mandates • Share Repurchase Mandate: Authorisation for the board to repurchase up to 10% of issued shares, equivalent to 619.52 million shares based on the 6.20 billion shares outstanding as at 17 April 2026. • Share Issuance Mandate: Authorisation to issue, transfer or sell treasury shares up to 20% of issued share capital, or 1.24 billion shares, with an additional mandate to extend this limit by the number of shares repurchased. • Both mandates will remain effective until the next AGM or earlier revocation.

3. Adjustment mechanism for CEO option package • Shareholders will vote on a defined formula to adjust the market-capitalisation performance targets attached to the 61.00 million performance-linked options granted to Chairman and CEO Chen Zhiping in December 2024. • If SMOORE INTL conducts a spin-off that includes an in-specie distribution of shares in the spun-off entity, the market-cap hurdles of HKD300 billion, HKD400 billion and HKD500 billion will be reduced by the fair value of the distributed shares, calculated using IPO price or a 20-day volume-weighted average price, as applicable.

4. Amendments to Share Option Scheme • Proposed changes will allow: – Extension of exercise periods for vested options held by employees whose employer leaves the group due to a spin-off, up to the original expiry date. – Flexibility for the board, remuneration committee, independent non-executive directors or shareholders to amend option terms if the initial grant required their approval.

Procedural details

• Shareholders recorded by 18 May 2026 may attend and vote; the register will be closed 19–22 May. • Eligible shareholders must lodge proxy forms by 3:00 p.m. on 20 May 2026. • The board proposes a final dividend of HKD0.20 per share, subject to approval, with record date on 4 June 2026.

Independent assessments

• An independent board committee and Somerley Capital Limited endorse the proposed option target adjustment as fair and reasonable. • Mr Chen, his associates and other core connected persons (holding 70.35% of shares) will abstain from voting on the option-related resolution.

If approved, the measures aim to refresh SMOORE INTL’s capital flexibility, align executive incentives with shareholder interests and update option rules ahead of potential future spin-offs.