M&L HOLDINGS Calls 23 Jun 2026 AGM, Seeks 20% Share Issue Mandate, 10% Buy-back Authority

Bulletin Express
Apr 22

M&L HOLDINGS Group Limited has issued a circular convening its annual general meeting (AGM) for 23 June 2026 at 09:30 (Hong Kong time) at 14/F, Fairmont House, Central.

Key proposals: • General mandate to allot and issue new shares up to 20% of the issued capital on the AGM date. With 600.00 million shares outstanding as at 15 April 2026, the mandate would allow a maximum allotment of 120.00 million shares. • General mandate to repurchase shares on-market up to 10% of issued capital, equivalent to 60.00 million shares. • Extension of the share-issue mandate by the number of shares actually repurchased under the buy-back mandate.

Directorate changes: Re-election is proposed for Executive Directors Ng Lai Ming (Chairman & CEO), Ng Lai Tong, Ng Yung Wong, and Independent Non-executive Director Tai Wai Kwok.

Shareholding snapshot: JAT United Company Limited, wholly owned by Chairman Ng Lai Ming, holds 364.10 million shares (60.68%). Full use of the buy-back mandate would lift this stake to approximately 67.43%, but the board does not expect an obligation to make a mandatory offer under Hong Kong’s Takeovers Code.

Capital management: No share repurchases have been conducted in the six months preceding 15 April 2026. The board states it has no current intention to repurchase shares but seeks flexibility should market conditions justify it. Funding for any buy-back would derive from legally available resources, including distributable profits or proceeds of new issues.

Corporate governance: The Nomination Committee supports the re-election of the four retiring directors, citing their industry, financial and operational expertise. All independent non-executive directors meet Hong Kong listing independence guidelines.

Key dates: • Share register closure: 17–23 June 2026 (both days inclusive). • Record date for AGM attendance and voting: 23 June 2026. • Proxy forms must reach Tricor Investor Services by 21 June 2026, 09:30.

Auditor BDO Limited is nominated for re-appointment, and the board will seek shareholder approval to fix directors’ and auditor’s remuneration.

The circular and related documents are available on the HKEX and company websites for at least seven days from 23 April 2026.

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