Towngas Smart Energy Company Limited (TG Smart Energy) has issued a circular detailing the agenda for its annual general meeting (AGM) scheduled for 12:00 noon on 27 May 2026 at the Hong Kong Convention and Exhibition Centre.
Key proposals
1. Capital authorities • Share Issue Mandate: Directors will request authority to allot or deal with shares— including any resale of treasury shares—up to 20 % of issued share capital as at the AGM date. • Buy-back Mandate: A separate resolution seeks authority to repurchase shares of up to 10 % of issued share capital. • Extension: The issue mandate may be enlarged by the number of shares repurchased.
2. Dividend payout • Final dividend of HK$0.14 per share for FY-2025, payable from share premium and estimated at not less than HK$514.04 million. • Shareholders may elect to receive the dividend wholly or partly in scrip. • Record date: 4 June 2026; expected despatch of dividend cheques and share certificates: on or about 14 July 2026.
3. Board composition • Re-election of four directors: Independent Non-executive Directors Mr Brian David Li Man-bun and Dr Christine Loh Kung-wai; Executive Directors Mr Peter Wong Wai-yee and Mr Zhou Heng-xiang. • Deloitte Touche Tohmatsu is nominated for re-appointment as external auditor.
4. Constitutional update • Shareholders will vote on adopting a new Memorandum and Articles of Association to align with revised Hong Kong listing rules, facilitate electronic communications and treasury-share arrangements, and incorporate housekeeping changes.
Timetable and participation
• Share transfer books close 20–27 May 2026 (both days inclusive) for AGM eligibility; transfers must be lodged by 4:30 p.m. on 19 May 2026. • Books will close again 2–4 June 2026 for dividend entitlement; transfers must be lodged by 4:30 p.m. on 1 June 2026. • Proxy forms must reach Computershare Hong Kong Investor Services by 12:00 noon on 22 May 2026. • The company confirms solvency for paying the dividend out of share premium in accordance with Cayman Islands law.
Capital structure
As at 15 April 2026, TG Smart Energy had 3,671.69 million shares in issue, all fully paid. Based on this figure: • Maximum shares eligible for buy-back under the proposed mandate: 367.17 million. • Maximum shares issuable under the proposed issue mandate: 734.34 million.
No director currently intends to exercise the buy-back authority, and the company holds no treasury shares.
Shareholder voting
Except for 31,000 shares held by Tricor Trust (Hong Kong) Limited as trustee of the share award scheme—required to abstain from voting—no other shareholders are subject to voting restrictions on the AGM resolutions.
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