Chervon to Seek Shareholders’ Nod on Director Re-election, KPMG Reappointment, 10% Buy-Back and 20% Issuance Mandates at 18 May 2026 AGM

Bulletin Express04-24

Chervon Holdings Limited has dispatched a circular convening its 2026 annual general meeting (AGM) for 18 May 2026 at 10:00 a.m. in Nanjing, China. Key resolutions up for shareholder approval are as follows:

1. Board Composition • Re-election of executive directors Mr. Ke Zuqian and Mr. Michael John Clancy, and independent non-executive director Mr. Jiang Li. • All three directors will continue under three-year appointment letters; Mr. Ke and Mr. Clancy received total remuneration of approximately US$0.38 million and US$0.30 million respectively for FY 2025, while Mr. Jiang’s director’s fee is RMB0.20 million.

2. Auditor Continuity • KPMG is proposed for re-appointment as external auditor for the year ending 31 December 2026, with an estimated audit fee of US$0.77 million–US$0.95 million.

3. Capital Management Mandates • Share Buy-Back: Board seeks a fresh 10% mandate, permitting on-market repurchases of up to 51.11 million shares (based on the current issued share capital of 511.05 million shares). • Share Issuance: A separate mandate would allow issuance or transfer of up to 20% of issued share capital, equal to 102.21 million shares, extendable by shares repurchased under the buy-back mandate. • Any treasury shares may be cancelled, held or re-sold subject to prevailing regulations.

4. Final Dividend • Shareholders will vote on a proposed final dividend of HK$0.4469 per share for FY 2025.

5. Timetable & Eligibility • Register of members will close 13–18 May 2026 for AGM voting and 22–26 May 2026 for dividend entitlement, with record dates on 18 May and 26 May respectively.

6. Ownership Structure & Takeovers Code Implication • Chairman Mr. Pan Longquan controls 50.92% of issued shares (260.23 million) via Panmercy Holdings. Full exercise of the buy-back mandate would raise his stake to approximately 56.58%, still below the threshold requiring a mandatory general offer.

Proxy forms must be lodged at Tricor Investor Services or via the designated e-voting platform at least 48 hours before the meeting. An announcement of poll results will follow the AGM in line with Hong Kong Listing Rules.

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