Chinasoft International (the “Company”) has issued a circular convening its Annual General Meeting (AGM) for 20 May 2026 at 2:00 p.m. in Hong Kong. Key resolutions proposed are summarised below.
Share Issue & Treasury-Share Mandates • Directors seek authority to issue new shares and/or sell or transfer treasury shares up to 10% of the Company’s issued share capital (excluding any treasury shares) as at the AGM date—equivalent to a ceiling of 273.21 million shares based on 2.73 billion shares outstanding on 20 April 2026. • Cash or non-cash issues and treasury-share sales would be capped at a maximum 10% discount to the average closing price over the 20 trading days preceding announcement or agreement. • A separate mandate would allow on-market share repurchases of up to 10% of issued shares during the mandate period.
Dividend Proposal • Board recommends a dividend of HK$0.0466 per share, to be paid from the share-premium account. • Subject to approval, payment is scheduled for 29 June 2026. • Share transfer books close 9–12 June 2026 (record date 12 June); last day for lodging transfers: 8 June 2026.
Board Changes • Executive Director Dr Chen Yuhong and Independent Non-executive Director (INED) Mr Yeung Tak Bun, J.P. stand for re-election. • Executive Director Dr He Ning will retire at the AGM and will not seek re-election.
2026 Share Award Scheme • A new 10-year share award scheme is proposed, replacing the 2018 plan. • Scheme Mandate Limit: new share (including treasury-share) issuances for awards plus options under all schemes capped at 4.25% of issued share capital (≈116.11 million shares). • Minimum vesting period: 12 months; vesting linked to multi-year performance targets tied to “full-stack full-scenario AI” revenue—set at RMB3.00 billion (2026), RMB4.50 billion (2027), RMB6.75 billion (2028) and RMB8.80 billion (2029). • Unvested shares under the 2018 scheme total 156.51 million; trustee currently holds 193.02 million shares for award purposes.
Auditor Re-appointment • Re-appointment of the current auditor will be sought; FY 2026 audit fee is projected at RMB6.86–7.26 million, broadly in line with the prior year’s RMB7.06 million.
Key Administrative Dates • AGM book-closure: 14–20 May 2026 (record date 20 May). • Proxy forms must be lodged at Computershare Hong Kong Investor Services by 2:00 p.m. on 18 May 2026.
Board Recommendation The Board recommends shareholders vote in favour of all proposed resolutions, including the refreshed mandates, dividend, director re-elections, auditor re-appointment and the adoption of the 2026 Share Award Scheme.
Comments