Saint Bella Group Limited will ask shareholders to approve a suite of standard annual mandates and appointments at its Annual General Meeting scheduled for 16 June 2026 in Hangzhou.
Key resolutions 1. Share issuance mandate: Directors seek authority to issue, allot or otherwise deal with up to 20% of the company’s issued share capital (excluding treasury shares). Based on the 622.20 million shares outstanding on the latest practicable date (19 May 2026), the mandate would allow issuance or resale of up to 124.44 million shares. 2. Share repurchase mandate: Management requests approval to buy back up to 10% of issued shares, or 62.22 million shares. The mandate may be funded from distributable profits, share premium or fresh equity as permitted under Cayman law. 3. Mandate extension: Share buybacks executed under the 10% authority may be added to the 20% issuance limit, potentially expanding total headroom. 4. Board composition: Executive Director, Chairman and CEO Xiang Hua and Independent Non-executive Director Sim Koon Yin Edmund will retire by rotation and stand for re-election. 5. Auditor: Ernst & Young is nominated for re-appointment for FY 2026, with a projected audit fee in the range of RMB 2.40–2.80 million.
Governance and shareholding details • Xiang Hua is deemed interested in 212.55 million shares (34.16% of total). If the full buy-back mandate were exercised and no other shareholding changes occurred, his stake could rise to approximately 37.96%, potentially triggering a mandatory offer under the Hong Kong Takeovers Code; the board states it has no present intention to repurchase shares to that extent. • No treasury shares are currently held. • The share register will be closed from 11 June to 16 June 2026 (both dates inclusive). Shareholders must lodge transfer documents by 16:30 on 10 June 2026 to qualify for AGM attendance and voting rights.
Logistics The physical AGM will be held at Level 2, Building 6, Information Port Phase 6, No. 666 Jianshe 2nd Road, Xiaoshan District, Hangzhou, Zhejiang, at 15:00 on 16 June 2026. Proxy forms must be submitted to Computershare Hong Kong Investor Services by 14:30 on 14 June 2026.