ZACD Group Ltd. (ZACD, HKEX: 08313) has issued a notice convening its 2026 Annual General Meeting (AGM) to be held exclusively online via Zoom at 4:00 p.m. (Singapore time) on 24 June 2026. Shareholders may observe proceedings electronically and must register by 4:00 p.m. on 22 June 2026.
Key resolutions to be tabled:
1. Financial Statements • Adoption of the audited consolidated financial statements for the year ended 31 December 2025, together with the Directors’ and independent auditor’s reports.
2. Board Composition • Re-election of Executive Director Mr Phua Cher Chew (Pan Ziqiu). • Re-election of Independent Non-Executive Directors Mr Ma Yue Leong, Benjamin and Mr Eugene Lim Chin Hon. • Authorisation for the Board to determine Directors’ remuneration.
3. Auditor Re-appointment • Re-appointment of Ernst & Young LLP as independent auditor and authorisation for the Board to set its remuneration.
4. Share Issue Mandate • General mandate permitting the Board to allot and issue additional shares or convertible securities up to 20% of ZACD’s issued share capital during the mandate period, excluding shares issued via rights issues, existing share option schemes or scrip dividends.
5. Share Repurchase Mandate • Authority for the Company to repurchase shares on the Hong Kong Stock Exchange or other recognised exchanges, capped at 10% of the issued share capital during the mandate period.
6. Extension of Issue Mandate • Conditional resolution to extend the share issue mandate by the number of shares repurchased under the buy-back mandate, effectively allowing additional issuance of up to 10% of issued shares.
7. Adoption of Amended Constitution • Special resolution to adopt a revised Constitution incorporating the amendments detailed in Appendix III of the circular dated 29 May 2026.
Key administrative details:
• Shareholders must appoint the AGM Chairman as proxy to vote; proxy forms and related authorities must be lodged with Union Registrars Limited or submitted via email by 4:00 p.m. on 22 June 2026. • The register of members will be closed from 18 June 2026 to 24 June 2026 (both dates inclusive). Share transfers for voting eligibility must be lodged by 4:00 p.m. on 17 June 2026. • All resolutions will be decided by poll in compliance with GEM Listing Rule 17.47(4).
The Board currently comprises four executive directors—Ms Sim Kain Kain (Chairman), Mr Yeo Choon Guan (Yao Junyuan), Mr Phua Cher Chew (Pan Ziqiu) and Mr Chin Meng Liong—and three independent non-executive directors—Mr Lau Kin Chung Alex, Mr Ma Yue Leong, Benjamin and Mr Eugene Lim Chin Hon.
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