Changyou International Group Seeks Fresh Issuance & Buy-Back Mandates, Plans Board Re-elections at 29 May AGM

Bulletin Express
Apr 28

• Changyou International Group will ask shareholders to renew key authorisations at its Annual General Meeting (AGM) scheduled for 29 May 2026 in Hong Kong.

• Share issuance mandate: Directors request authority to allot, issue or deal with up to 20% of existing share capital, equivalent to 362.19 million new shares, based on the 1.81 billion shares outstanding as at 22 April 2026.

• Share repurchase mandate: The Board also proposes a mandate to repurchase up to 10% of issued shares, or 181.10 million shares, during the mandate period. The buy-back would be financed from legally available funds and conducted only when deemed beneficial to shareholders. The company confirms no repurchases have occurred in the past six months.

• Impact on control: Full utilisation of the repurchase mandate could raise the combined holding of major shareholder Pun Tang (including her vehicle Century Investment (Holding) Ltd. and potential convertible bond shares) to as much as 52.14%, triggering a mandatory general offer under Hong Kong’s Takeovers Code; the Board states it currently has no intention to repurchase to that extent.

• Director elections: Executive Chairman Cheng Jerome, Non-executive Director Hu Qing and Independent Non-executive Director Wong Chi Keung will retire by rotation and stand for re-election. Wong, who has served as INED since 2015, is proposed for continued appointment despite exceeding nine years, with the Board affirming his independence.

• Other AGM business: Shareholders will vote on reappointing BDO as auditor, approving directors’ remuneration, and extending the issuance mandate by the volume of any shares repurchased.

• Key timetable: Shareholder register closes 26–29 May 2026; proxy forms must be lodged by 11:00 a.m. on 27 May 2026. The Board recommends voting in favour of all resolutions.

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