BOCOM International Holdings Company Limited (BOCOM INTL) has issued a circular convening its 2026 annual general meeting (AGM) for 26 June 2026 at 3:30 p.m., to be held both on-site at Man Yee Building, Central, Hong Kong, and via an online platform. Shareholders may participate electronically or by appointing the meeting chairman as proxy.
Key agenda items include:
1. Board Composition • Re-election of Chief Executive Officer and Executive Director Xie Jie and Independent Non-executive Director (INED) Lin Zhijun, both retiring by rotation under Article 109. • The Nomination Committee has affirmed their suitability, with Lin confirmed as independent under Listing Rule 3.13 despite serving over nine years.
2. Auditor Re-appointment • KPMG is proposed for re-appointment as external auditor for FY 2026. • Anticipated audit fee ranges between HK$5.00 million and HK$6.00 million, excluding out-of-pocket expenses.
3. General Mandates • Share Issue Mandate: authorises directors to allot, issue or deal with additional shares up to 20% of the company’s issued share capital (excluding any treasury shares), plus any shares repurchased under the buy-back mandate. • Share Buy-back Mandate: permits repurchase of up to 10% of issued shares (excluding treasury shares). Based on the 2.73 billion shares outstanding at 27 May 2026, the limit equates to approximately 273.44 million shares. • Any shares repurchased may be cancelled or held as treasury shares. Full utilisation of the buy-back mandate would raise Bank of Communications Co., Ltd.’s (BOCOM) holding from 73.14% to 81.27%, but the board does not intend to trigger a mandatory general offer under the Takeovers Code or reduce public float below 25%.
4. Capital Structure and Major Shareholders • Total shares in issue: 2.73 billion. • Ultimate controlling shareholder BOCOM, through BOCOM Nominee and subsidiaries, holds 2.00 billion shares, representing 73.14% of issued capital.
5. Timetable and Voting • Register of members closes 23–26 June 2026; shareholders on record as of 26 June are eligible to vote. • Proxy forms must be lodged by 3:30 p.m. on 24 June 2026 (48 hours before the AGM, excluding public holidays). • All resolutions will be decided by poll, with results announced in accordance with Hong Kong Stock Exchange requirements.
No share repurchases have been made in the six months preceding 27 May 2026. The company underscores that exercising the buy-back mandate will depend on market conditions and will be pursued only if it does not materially affect working-capital or gearing levels.
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