China Modern Dairy sets 5 June AGM; seeks 20% share issuance mandate, 10% buy-back capacity and extends RMB600 million option

Bulletin Express
04/23

China Modern Dairy Holdings Ltd. will hold its Annual General Meeting (AGM) on 5 June 2026 in Hong Kong. Key resolutions to be put to shareholders include:

1. Capital Mandates • A general mandate authorising the Board to issue new shares or transfer treasury shares up to 20% of the company’s issued share capital, equivalent to a maximum 1.58 billion shares based on 7.92 billion shares outstanding as at 17 April 2026. • A repurchase mandate of up to 10% of issued shares, permitting the company to buy back up to 0.79 billion shares. • Shares repurchased under the buy-back mandate may be added to the issue mandate, potentially increasing issuance headroom by the same amount.

2. Extension of Unlisted Option • China Agricultural Reclamation Industry Development Fund holds an option, granted on 1 February 2024, to subscribe for shares in China Modern Dairy. • The exercise window—initially 12 months following the 2024 AGM—will be extended by a further 12 months from the close of the 2026 AGM, with a potential second 12-month extension subject to future shareholder approval. • The option allows the subscriber to invest up to RMB600 million (approx. HK$) or acquire shares equal to 6% of the company’s total issued shares at exercise, whichever is lower, at an exercise price of HK$2.06 per share (to be adjusted for dividends). • Full exercise would result in the issuance of about 329.87 million new shares, lifting total shares to roughly 8.25 billion and reducing public float from 46.28% to 48.42%; Mengniu’s stake would dilute from 53.24% to 51.10%. • Net proceeds, estimated at RMB599 million, are earmarked for debt repayment and general working capital of the Modern Farming Group.

3. Board and Auditor Matters • Re-election of five directors: Non-executive directors Chen Yiyi, Shen Xinwen, Wen Yongping, Gan Lu; and independent non-executive director Li Shengli (serving over nine years, to be re-elected via separate resolution in line with HKEX rules). • Re-appointment of KPMG as external auditor for FY 2026 with an audit and interim review fee budgeted between RMB3.50 million and RMB4.50 million.

4. Administrative Details • Shareholders recorded on 5 June 2026 are entitled to attend and vote; the register closes 2–5 June 2026. • Proxy forms must reach Computershare Hong Kong Investor Services 48 hours before the meeting.

If all resolutions pass, the Board will have enlarged flexibility for equity financing, share repurchases and option execution to support the company’s capital structure and future expansion.

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