HANS GP HLDGS: 20 May 2026 AGM to Vote on 10% Share Buy-Back, 20% Issuance Mandate, Board Re-elections and M&A Update

Hans Group Holdings Limited (HANS GP HLDGS) has dispatched its circular and notice of the 2026 Annual General Meeting (AGM), scheduled for 20 May 2026 at 11:00 a.m. in Wanchai, Hong Kong. Shareholders will vote on a series of proposals covering capital management, board composition, and constitutional changes.

Key agenda items and quantitative details:

1. Capital Management • Repurchase Mandate: Directors seek authority to buy back up to 10% of the issued share capital—capped at 438.73 million shares based on the 4.39 billion shares outstanding as of 20 April 2026. Repurchased shares may be cancelled or held as treasury shares. • Issue Mandate: The board requests power to issue, allot or transfer up to 20% of the existing share base, representing 877.47 million shares. • Extension Option: Subject to approval, any shares repurchased under the buy-back mandate can be added to the issuance limit, effectively allowing a further 10% issuance.

2. Board Elections and Independence • Directors up for re-election: Executive Directors David An (Chairman) and Yang Dong (CEO); Non-executive Director Hui Hon Chung, Stanley; Independent Non-executive Directors (INEDs) Chan Chun Wai, Tony and Yang Fan. • Tenure Considerations: INED Tony Chan, on the board for over nine years, is recommended for continued appointment after the Nomination Committee affirmed his independence and contributions.

3. Constitutional Amendments Shareholders will vote on adopting amended and restated Memorandum & Articles of Association to: • Introduce electronic voting for polls. • Permit dividend or bonus payments via wire transfer in addition to cheques.

4. Auditor Re-appointment The board proposes re-appointing KPMG as external auditor until the next AGM.

5. Administrative Dates • Register closure for AGM voting: 15–20 May 2026 (both days inclusive). • Proxy forms must be lodged by 11:00 a.m. on 18 May 2026.

Controlling shareholder and Chairman David An holds 2.92 billion shares (66.48%) plus options over 636.43 million shares. Full exercise of the repurchase mandate would raise his stake to approximately 73.87%, which the board states will not be pursued to a level that breaches the public-float requirement.

The board recommends shareholders vote in favour of all resolutions. Results will be announced via poll after the meeting.