SPT Energy Group Inc. (01251, “SPT Energy”) has dispatched a circular convening its Annual General Meeting (AGM) for 9:30 a.m. on 12 June 2026 at the Regal Hong Kong Hotel, Causeway Bay. Shareholders will vote on refreshed share issue and repurchase mandates, director re-elections and the re-appointment of the external auditor.
Key proposals include:
1. General mandates • Issue Mandate: Directors may allot and issue up to 20% of the existing issued share capital (excluding any treasury shares) as at the AGM date. Based on the 1,954.14 million shares outstanding on 20 April 2026, the limit equates to a maximum 390.83 million new shares. • Repurchase Mandate: The Board may repurchase up to 10% of issued shares, equal to 195.41 million shares. Any shares bought back may be cancelled or held as treasury stock and, if subsequently re-sold, will count towards the Issue Mandate. The Board affirms there is no current intention to repurchase shares to a level that would trigger a mandatory offer under Hong Kong’s Takeovers Code.
2. Board composition • Re-election of three retiring directors: – Ethan Wu, Executive Director, Chairman & CEO (34 years’ industry experience). – Wang Guoqiang, to continue as Non-executive Director (41 years’ industry experience). – Andrew Wu Kwok Keung, Independent Non-executive Director since 2011 and current Audit Committee Chair. The Board confirms his independence despite tenure exceeding nine years. The Nomination Committee has recommended all three for re-election.
3. Auditor re-appointment • CCTH CPA Limited is proposed to continue as the Company’s auditor for FY 2026. The expected audit fee is approximately RMB 2.14 million.
Shareholding and governance highlights • Concert parties comprising Mr Wang Guoqiang and Mr Ethan Wu collectively control 651.48 million shares, or 33.34% of issued capital. A full exercise of the Repurchase Mandate would raise their aggregate interest to about 37.04%, potentially triggering a mandatory offer; the Board states it has no present plan to repurchase to that extent.
Procedural information • Shareholders must lodge proxy forms with Computershare Hong Kong Investor Services by 9 June 2026, 9:30 a.m. (48 hours before AGM). The register will be closed 9–12 June 2026 (both days inclusive) for AGM eligibility determination.
The Board recommends shareholders approve all resolutions, citing benefits of capital management flexibility and continuity in governance and audit oversight.
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