TUHU Car Inc. has issued its 2026 AGM circular, scheduling the meeting for 10:00 a.m. on 5 June 2026 at its Shanghai headquarters.
Key proposals to be tabled:
1. Capital Management • Share Repurchase Mandate: Directors request authority to buy back up to 82.73 million Class A shares—equivalent to 10% of the company’s 827.26 million issued shares (excluding any treasury shares) as of the latest practicable date, 14 April 2026. • Share Issue Mandate: Management seeks approval to issue, sell or transfer up to 165.45 million new Class A shares, representing 20% of issued share capital. A separate resolution would extend this mandate by adding shares repurchased under the buy-back authorisation.
2. Board Composition • Re-election of three directors: Executive Director and CEO Chen Min, Independent Non-executive Directors Yan Huiping and Zhou Lingfei will retire by rotation and stand for re-election. • The nomination committee has confirmed the independence of Yan Huiping and Zhou Lingfei and recommends all three candidates for reappointment.
3. Auditor Continuity • Proposal to re-appoint Ernst & Young for the FY2026 audit. Estimated audit fee: RMB4 million–RMB6 million.
4. Constitutional Updates • Special resolution to adopt a sixth amended and restated Memorandum and Articles of Association to align with Hong Kong’s expanded paperless listing regime and updated Corporate Governance Code requirements.
Share Structure Snapshot • Total issued shares: 827.26 million (759.34 million Class A; 67.92 million Class B). • Class A carries one vote per share; Class B carries ten votes except on “Reserved Matters,” where voting rights are one share, one vote. • WVR beneficiary Chen Min controls 48.2% of voting power.
Logistics • Shareholders recorded on 5 June 2026 are entitled to attend and vote; the register closes 2–5 June 2026. Proxy forms must reach Computershare Hong Kong Investor Services by 10:00 a.m. on 3 June 2026.
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