EDA Group outlines 20% share issue mandate, plans auditor switch to Zhonghui Anda ahead of 22 June AGM

Bulletin Express
06/01

EDA Group Holdings Limited has released its circular for the Annual General Meeting (AGM) scheduled for 22 June 2026 in Hong Kong, detailing key proposals on capital mandates, board re-elections and a change of external auditor. The record date for voting eligibility is 15 June 2026, with the share register closed from 16–22 June 2026.

General Mandates • Issue & resale mandate: Directors seek authority to allot, issue or transfer treasury shares of up to 20% of the 463.32 million issued shares (excluding treasury shares) as at the AGM date, subject to a maximum 10% discount to the benchmarked price. • Share repurchase mandate: Approval requested to buy back up to 10% of issued shares over the coming year. Repurchased shares may be cancelled or held as treasury stock. • Extension: Any shares repurchased may be added to the issue mandate, potentially lifting total issuance headroom by a further 10%.

Board Movements • Re-election: Executive Director and CFO/Company Secretary Mr Cheung Man Yu, and Non-executive Directors Mr Zuo Manlun and Mr Luo Jianfeng, will retire by rotation and stand for re-election. • Remuneration: Annual fees—Mr Cheung HK$0.72 million; Mr Zuo and Mr Luo HK$0.30 million each. • Shareholdings: Acting-in-concert group led by Samanea China Holdings holds 39.10% (180.97 million shares) and would rise to 43.40% if the full repurchase mandate is exercised.

Auditor Replacement • Ernst & Young will retire at the AGM after serving since 2020. • The board, on Audit Committee recommendation, proposes appointing ZHONGHUI ANDA CPA Limited; the estimated audit fee for FY 2026 is HK$1.60 million. The switch is positioned as a corporate-governance measure to enhance auditor independence.

Key Dates & Logistics • AGM: 22 June 2026, 2:00 p.m., Unit G, 35/F, Plaza 88, Tsuen Wan, Hong Kong. • Proxy forms must reach Tricor Investor Services by 20 June 2026, 2:00 p.m. • Treasury-share holders will abstain from voting.

Recommendation The board recommends shareholders vote in favour of all resolutions, stating they are in the company’s and shareholders’ best interests.

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