Risecomm Group Proposes Director Re-elections, 10% Buyback and M&A Overhaul Ahead of 18 June 2026 AGM

Bulletin Express
05/14

Risecomm Group Holdings has issued a circular convening its 2026 annual general meeting (AGM) for 18 June 2026, 10:30 a.m., at The Center, Hong Kong. Key resolutions and data points include:

1. Board Composition • Re-election of four retiring directors: – Executive Director: Ye Bailing (appointed October 2025). – Non-executive Director: Guo Lei. – Independent Non-executive Directors (INEDs): Lo Wan Man and Zou Heqiang. • Nomination Committee has confirmed the independence of Ms Lo and Mr Zou under Rule 3.13 of the Listing Rules. • Each re-elected director will continue to receive an annual director’s fee of HK$120,000, subject to board review.

2. Auditor Re-appointment • Rongcheng (Hong Kong) CPA Limited is proposed for re-appointment as external auditor for FY 2026. • Estimated audit fee: RMB 1.24 million, excluding out-of-pocket expenses.

3. Capital Mandates • Share Repurchase Mandate: Authority to buy back up to 10% of issued shares, representing 21.58 million shares, based on the 215.81 million shares outstanding as at 8 May 2026. The board currently has no plan to execute repurchases. • General Issue Mandate: Authority to issue new shares (and/or resell treasury shares) up to 20% of issued shares, equal to 43.16 million shares. A further mandate will extend this limit by the amount of any shares repurchased.

4. Amendments to Constitutional Documents • Shareholders will vote on adopting a third Amended and Restated Memorandum and Articles of Association. • Key changes align the company with the Hong Kong Stock Exchange’s updated Core Shareholder Protection Standards, including: – Provision for fully electronic or hybrid shareholder meetings and electronic voting. – Updated notice, proxy and document-delivery provisions to allow electronic communication. – Flexibility to close the Hong Kong branch register on terms aligned with Hong Kong company law.

5. Share Capital Position • Issued share capital: 215.81 million ordinary shares of HK$0.005 par value each. • Authorised share capital: HK$5.00 million (10.00 billion shares).

6. Key Dates • Register of members closure: 15–18 June 2026 (both days inclusive). Shareholders must be on register by 4:30 p.m., 12 June 2026, to vote. • Proxy forms must be lodged by 10:30 a.m., 16 June 2026.

The board recommends shareholders vote in favour of all resolutions. Results will be announced via the Hong Kong Stock Exchange after the AGM.

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