Janco Holdings Limited has issued a circular convening its Annual General Meeting (AGM) for 26 June 2026, 10:00 a.m., at the company’s Tsuen Wan headquarters. Key resolutions will cover adoption of the 2025 audited results, board refreshment, auditor re-appointment and renewal of share allotment and buy-back mandates.
Adoption of 2025 Accounts The audited consolidated financial statements for the year ended 31 December 2025—already reviewed by the Audit Committee—are slated for shareholder adoption.
Board Composition and Re-elections • Executive Director: Lo Wai Wah, Logistics Director, seeks re-election. • Non-executive Director: Chairman Tai King Fung, appointed 1 Sept 2025, stands for first re-election. • Independent Non-executive Director: Matthew Moy Yee Wo, Audit Committee chair, also up for re-election. All nominations were endorsed by the Nomination Committee, which confirmed the continuing independence of all INEDs.
Auditor Re-appointment and Fee Range Beijing Xinghua Caplegend CPA Limited will be proposed for re-appointment. The agreed audit fee for FY 2026 is projected at HK$0.60-0.70 million, reflecting the Group’s current scope and timetable.
Renewal of Share Mandates Based on 600.00 million shares in issue as at 15 April 2026: • General Mandate: Directors may issue up to 120.00 million new shares (20% of issued share capital, excluding treasury shares). • Buy-back Mandate: Authority to repurchase up to 60.00 million shares (10% of issued share capital). • Extension Mandate: Shares repurchased can be re-allocated under the General Mandate. The Board currently has no immediate plan to issue or repurchase shares.
Key Dates and Logistics • Register closure for voting entitlement: 23-26 June 2026 (both days inclusive); last transfer registration by 4:30 p.m., 22 June 2026. • Proxy submission deadline: 10:00 a.m., 24 June 2026.
Capital Structure and Takeover Implications Major shareholders Million Venture Holdings and Pacific Crouch Limited each hold significant stakes; full exercise of the buy-back mandate could raise their combined interests to about 56.39%, potentially triggering a mandatory offer under the Takeovers Code—an outcome the Board states it will avoid.
All resolutions will be decided by poll in accordance with GEM Listing Rule 17.47(4).