ZG Group to Seek 20% Share-Issuance Mandate, 10% Buyback Capacity and Board Changes at 26 June AGM

Bulletin Express
05/27

ZG Group (06676, weighted-voting rights structure) has issued a circular convening its 2026 annual general meeting (AGM) for 26 June 2026 in Shanghai. Key proposals to be tabled include renewed capital mandates, board re-elections, auditor re-appointment and amendments to constitutional documents.

Capital mandates • Issuance mandate: Directors seek authority to allot or transfer up to 20% of issued and outstanding shares (excluding treasury stock) through the issue of additional Class A shares or sale of treasury shares. Based on 880.32 million Class A shares and 190.95 million Class B shares in issue on 21 May 2026, the limit equates to 214.25 million Class A shares. • Repurchase mandate: Board requests approval to buy back up to 10% of issued and outstanding shares, or 107.13 million Class A shares, during the mandate period. Repurchased stock may be cancelled or held in treasury. The company currently holds 0.46 million shares as treasury stock.

Board composition Four directors are up for re-election: non-executive directors Ye Qian and Sun Qingdong, and independent non-executive directors Wang Xiang and Chen Yin. Each proposed term will run for three years upon shareholder approval.

Auditor re-appointment The Board proposes to re-appoint Deloitte Touche Tohmatsu as auditor for the 2026 financial year with an expected audit fee between RMB6.30 million and RMB7.30 million, mirroring prior-year levels.

Articles update Shareholders will vote on adopting a 13th amended and restated Memorandum and Articles of Association to accommodate hybrid and virtual meetings, electronic voting and other housekeeping revisions in line with updated Hong Kong listing rules and Cayman Islands law.

Key dates • Register closure: 22–26 June 2026 (both days inclusive) • Record date: 26 June 2026 • AGM: 26 June 2026, 15:00 (HKT) at Zhaogang Cat Conference Room, Shanghai

Proxy forms must reach Tricor Investor Services by 15:00 on 24 June 2026. All AGM resolutions will be decided by poll, with Class A shares carrying one vote each and Class B shares ten votes each, except on reserved matters where voting rights are on a one-share-one-vote basis.

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