Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (“WOER”) has issued a circular ahead of its third extraordinary general meeting (EGM) scheduled for 30 July 2026, outlining three key proposals:
1. 10% H-Share Repurchase Mandate • The board requests authority to repurchase up to 13.99 million H shares, representing 10% of WOER’s issued H-share capital (139.99 million shares) as of the latest practicable date. • The mandate would run from its approval at the EGM until the 2026 annual general meeting or earlier revocation. • Buybacks will be financed with internal funds only; proceeds from the February 2026 Hong Kong listing will not be used. • Repurchased shares may be cancelled or kept as treasury shares, subject to regulatory compliance.
2. Articles of Association Update • The “Strategy and Investment Decision Committee” will be renamed the “Strategy and ESG Committee” to embed environmental, social and governance oversight into board structures. • Related articles (127, 128, 189) will be revised to reflect the new committee name and its additional ESG responsibilities. All other provisions remain unchanged.
3. Remuneration Policy Amendments • A new clause mandates clawback of excess performance-based and long-term incentive payouts if WOER must restate financials for misstatements such as fraud. • Existing provisions on reducing or stopping unpaid incentives for misconduct remain intact. • Procedural wording was simplified; the shareholders’ meeting continues to hold final approval authority.
Key Meeting Logistics • EGM: 30 July 2026, 2:30 p.m. (Shenzhen). • Record date: H-share register closed 27-30 July 2026; holders on 30 July may vote. • Proxy deadline: 29 July 2026, 2:30 p.m. (Hong Kong time).
WOER’s board recommends shareholders vote in favour of all resolutions, stating the measures will enhance shareholder value, strengthen governance and align executive pay with long-term performance.
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