Niche-Tech Semiconductor Unveils AGM Agenda: New Share Mandates, M&A Overhaul and Board Changes

Bulletin Express
05/08

Niche-Tech Semiconductor Materials Limited has released its circular for the 2026 Annual General Meeting (AGM), outlining four principal proposals:

1. Capital Management Authorities • Issue Mandate – Directors seek authority to allot and issue up to 141.10 million new shares, equivalent to 20% of the 705.50 million shares in issue (excluding treasury shares) as at the latest practicable date of 6 May 2026. • Share Buy-back Mandate – Board requests approval to repurchase up to 70.55 million shares, or 10% of the outstanding share count. Shares bought back may be cancelled or held as treasury stock in line with updated GEM rules. • Extension Mandate – Any shares repurchased under the buy-back mandate may be added to the issue mandate, effectively raising the potential issuance ceiling to 30% of current issued capital.

2. Board Composition • Re-election – Non-executive director Li Chiu Fan and independent non-executive director Tai Chun Kit will stand for re-election. • Retirement – Executive director Shi Yiwu will retire at the conclusion of the AGM and will not seek re-election, citing personal and business commitments. • The nomination committee endorses the re-election candidates, noting satisfactory performance and alignment with board diversity policy.

3. Constitutional Update • Shareholders will vote on replacing the Third Amended and Restated Memorandum and Articles of Association with a Fourth version. Key changes include alignment with the latest GEM Listing Rules, incorporation of the Hong Kong treasury-share regime, provisions for uncertificated securities, and facilitation of hybrid or fully virtual meetings.

4. Auditor Re-appointment • The board proposes to re-appoint Gary Cheng CPA Limited as independent auditors for another term, with remuneration to be set by the board.

AGM Logistics • Date & Time: Monday, 1 June 2026 at 2:00 p.m. • Venue: Unit 208, 2/F, Lakeside 1, Phase Two, Hong Kong Science Park, Pak Shek Kok, N.T., Hong Kong. • Register of members closes 27 May–1 June 2026; share transfers for voting eligibility must be lodged by 4:30 p.m. on 26 May 2026. • Proxy forms must be deposited at Boardroom Share Registrars (HK) Limited no later than 48 hours before the meeting.

If all resolutions pass, the refreshed mandates will give the board flexible capital-raising and buy-back capacity representing up to 30% of current issued share capital, while the new constitutional document will modernise corporate governance and meeting procedures.

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