IDT International Limited (IDT INT'L) has issued a circular outlining the agenda for its annual general meeting (AGM) scheduled at 10:30 a.m. on 11 May 2026 in Central, Hong Kong.
Key resolutions
1. Capital mandates • Share issuance: Directors are seeking a refreshed authority to allot and issue up to 103.99 million shares, representing 20% of the company’s 519.98 million issued shares (excluding any treasury shares). • Share buy-back: A separate mandate would allow the repurchase of up to 51.99 million shares, equivalent to 10% of the current share capital. • Extension: If both mandates are approved, any shares repurchased under the buy-back mandate can be added to the issuance limit.
2. Board composition • Independent non-executive directors Ms Chen Weijie and Mr Mak Tin Sang, both appointed on 25 September 2024, will stand for re-election. • Each currently receives an annual director’s fee of HK$240,000 and serves on the audit, nomination and remuneration committees.
3. Auditor re-appointment • The board proposes re-appointing Forvis Mazars CPA Limited as external auditor and authorising the board to fix its remuneration.
Administrative details
• Record date and book-closure: The share register will be closed from 6 May to 11 May 2026 (both days inclusive). Share transfers for voting eligibility must be lodged by 4:00 p.m. on 5 May 2026. • Voting method: All resolutions will be decided by poll in accordance with Hong Kong Listing Rules. • Proxy deadline: Completed proxy forms must reach Union Registrars Limited no later than 48 hours before the meeting.
Capital structure snapshot (as at 8 April 2026) • Issued share capital: HK$311.99 million, comprising 519.98 million ordinary shares of HK$0.60 each. • No treasury shares are held, and no share options are outstanding.
Shareholder impact under the Takeovers Code
If the buy-back mandate is exercised in full, the combined stake of the largest shareholder group—Pinghu City entities and Hunglap Technology—would rise from 39.19% to 43.54%, triggering an obligation to make a mandatory offer under Rule 26 of the Hong Kong Takeovers Code.
The board recommends shareholders vote in favour of all proposed resolutions at the forthcoming AGM.