Honghua Group Plans Director Rotation, Auditor Change to BDO, and Fresh Share Mandates for 2026 AGM

Bulletin Express06-08

Honghua Group Limited will ask shareholders to approve several governance and capital-management proposals at its Annual General Meeting scheduled for 30 June 2026 in Chengdu.

Key agenda items:

1. Board Composition • Re-election of two executive directors—Chairman Wang Xu and Yang Qiang—and non-executive director Liu Hui. • The Nomination Committee affirmed the candidates’ suitability, citing continued contribution to board diversity and operational oversight.

2. Auditor Rotation • Current auditor Deloitte Touche Tohmatsu will retire after four consecutive financial-year audits (FY2022-FY2025). • Appointment of BDO Limited is proposed for the FY2026 audit, subject to shareholder approval and completion of BDO’s acceptance procedures. • Regulatory driver: PRC state-owned enterprise rules cap audit-firm tenure at eight years and require key engagement partner rotation after five years. • Proposed FY2026 audit fee: RMB 2.99 million, down from the RMB 3.70 million paid to Deloitte for FY2025. Deloitte confirmed no disagreements with management and has not begun FY2026 audit work.

3. Share Buy-back Mandate • Directors seek authority to repurchase up to 10 % of issued shares (excluding treasury shares) before the next AGM. • Based on 9.04 billion outstanding shares as of 8 June 2026, the ceiling equals 904.05 million shares. • Buy-backs will be funded from legally available resources and conducted in line with Hong Kong Listing Rules and Cayman Islands law.

4. Share Issuance Mandate • Separate resolution to authorise issuance of new shares—including resale of treasury shares—up to 20 % of existing share capital, or 1.81 billion shares on the current base. • An additional resolution would extend this mandate by the number of shares actually repurchased under the buy-back authority.

Key Dates • Register of members closes 25–30 June 2026; shareholders must be on record by 24 June to vote. • Proxy forms must reach Computershare Hong Kong Investor Services by 9:30 a.m. on 28 June 2026.

The board recommends shareholders vote in favour of all resolutions, citing alignment with corporate governance best practices and capital-management flexibility.

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