GCL New Energy Holdings Limited (“GCL NewEnergy”, 00451) has issued its 2026 AGM circular outlining four key resolutions to be voted on 22 May 2026 in Hong Kong.
AGM Logistics • Date & venue: 22 May 2026, 11:00 a.m., Room 3302, 33/F, West Tower, Shun Tak Centre, Hong Kong. • Register closure: 19–22 May 2026 (both days inclusive); share transfers must be lodged by 4:30 p.m. on 18 May 2026. • Share capital in issue: 1,554.32 million shares; the Company currently holds no treasury shares.
1. Board Refresh Seven directors will stand for re-election: Executive directors Zhu Gongshan (Chairman) and Huang Wei (President); non-executive directors Yeung Man Chung, Charles and Fang Jiancai; and independent non-executive directors Nie Wenhua, Hu Guowen and Zhao Limei. The Nomination Committee confirmed all candidates satisfy board diversity and independence requirements.
2. Renewal of Share Mandates • Issue Mandate: authority to allot up to 20 % of issued share capital, equal to 310.86 million shares, plus shares repurchased under the Repurchase Mandate. • Repurchase Mandate: authority to buy back up to 10 % of issued shares, or 155.43 million shares. Any treasury shares resold will count against the new Issue Mandate.
3. Proposed Corporate Re-Brand The Board recommends changing the English name from “GCL New Energy Holdings Limited” to “Dynasty Digital Holdings Limited” and adopting the Chinese secondary name “時代數字控股有限公司”. Rationale: better align the Group’s strategic focus on “energy digital intelligence + computing power drive” and its integration of AI and Web 3.0 technologies. Conditions: shareholder approval and registration with the Bermuda Registrar of Companies. Existing share certificates remain valid.
4. New Share Award Scheme Key parameters • Scheme Mandate Limit: combined cap of 140.09 million new shares, representing 9.01 % of current issued shares; forms part of the existing 2024 Share Option Scheme 10 % limit. • Eligibility: directors, employees and employees of holding companies, fellow subsidiaries or associates (“Related Entity Participants”). • Vesting: minimum 12 months unless specific exceptions (e.g., replacement awards for new hires, death or disability). • Performance & clawback: Board may set performance hurdles and claw back vested shares for misconduct, breach of policy, or financial losses caused. • Funding: mix of newly issued shares (including treasury shares) and open-market purchases. Adoption is subject to Exchange approval for listing the underlying shares.
Other Business Crowe (HK) CPA Limited is proposed for re-appointment as auditor. Shareholders may vote by poll; proxy forms must reach Tricor Investor Services at least 48 hours before the meeting.
If all resolutions pass, the Company will gain refreshed capital flexibility, a modernised identity and a multi-layered equity incentive structure designed to retain talent and align stakeholders with long-term growth objectives.