Luyuan Group to Seek Shareholder Nod on Corporate Charter Update, 20% Issuance Mandate and 10% Buy-Back Limit at 17 June AGM

Bulletin Express
Apr 23

Luyuan Group Holding (Cayman) Limited will convene its annual general meeting (AGM) on 17 June 2026 in Jinhua, Zhejiang. Key resolutions to be put forward include:

1. Charter Amendments • Shareholders will vote on a second amended and restated memorandum and articles of association. • Changes mainly introduce online participation, electronic voting and other housekeeping updates.

2. Share Capital Authorities • General mandate: Directors may allot, issue or transfer out of treasury up to 20% of issued shares, equivalent to a maximum of 82.03 million shares based on 410.17 million issued shares (excluding treasury shares) as at 16 April 2026. • Repurchase mandate: The Board may buy back up to 10% of issued shares, or 41.02 million shares. Repurchased stock can be held as treasury shares or cancelled. • Extension: The repurchase amount may be added to the issuance mandate, lifting the potential new-issue headroom to 30% of issued shares, subject to separate approval.

3. Board Composition • Re-election of Executive Directors Ni Jie and Ni Boyuan, and Independent Non-executive Director Wu Xiaoya. • The nomination committee confirms Wu Xiaoya’s independence under Listing Rule 3.13.

4. Auditor Appointment • PricewaterhouseCoopers is nominated for re-appointment for FY 2026 with an audit fee ceiling of RMB2.80 million.

5. Timetable and Voting • Register of members closes 12–17 June 2026; shareholders must lodge transfers by 16:30 on 11 June 2026 to qualify for attendance and voting. • All resolutions will be decided by poll. • Futu Trustee Limited, holding 22.97 million unvested shares under equity incentive schemes, must abstain from voting in line with Listing Rule 17.05A. • The company currently holds 16.50 million treasury shares.

6. Other Details • Total outstanding share capital stands at 426.67 million shares, comprising 410.17 million issued shares and 16.50 million treasury shares. • Mandates, if approved, expire at the earlier of the next AGM, the deadline required for holding that meeting, or revocation by shareholders.

Shareholders may appoint proxies by 10:00 on 15 June 2026. PwC’s remuneration and all other motions require ordinary resolutions, while the charter overhaul demands a special resolution.

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