SMC Electric to Seek 20% Issuance Mandate, 10% Buy-Back Capacity and Constitutional Upgrade at 11 June AGM

Bulletin Express
Apr 24

SMC Electric has issued a circular dated 27 April 2026 outlining resolutions for approval at its Annual General Meeting scheduled for 11 June 2026 in Hong Kong. Key items are as follows:

1. Capital mandates • Share Issue Mandate – Directors request authority to allot, issue or otherwise deal with up to 400.00 million new shares (20% of the 2.00 billion shares in issue as at 20 April 2026), inclusive of any sale or transfer of treasury shares. • Share Repurchase Mandate – Board seeks approval to buy back up to 200.00 million shares, equivalent to 10% of issued share capital. Repurchased shares may be held as treasury shares or cancelled; any treasury shares will carry no voting rights or dividend entitlement. • Extension – Subject to both mandates passing, the issuance limit may be increased by the volume of shares actually repurchased, effectively adding a further 10% capacity.

2. Board composition Three directors retire by rotation and stand for re-election: • Yung Kwok Kee, Billy (Non-executive Chairman; controls 75.0% of issued shares through Red Dynasty and Shell Holdings). • Chow Kai Chiu, David (Executive Director). • Leung Man Chiu, Lawrence (Independent Non-executive Director), confirmed to remain independent under Hong Kong Listing Rule 3.13.

3. Constitutional update Shareholders will vote on adopting a Third Amended and Restated Memorandum and Articles of Association. Changes align the company’s constitution with recent Hong Kong Listing Rules and Cayman Islands law, introduce provisions for treasury shares, uncertificated securities, hybrid/virtual meetings and other administrative refinements.

4. Dividend proposal The Board recommends a final dividend of HK$0.005 per share, subject to shareholder approval.

5. Meeting logistics • Date & Time: 11 June 2026, 11:30 a.m. HKT • Venue: 1/F, Shell Industrial Building, 12 Lee Chung Street, Chai Wan, Hong Kong • Record dates: 3 June 2026 for AGM attendance; 18 June 2026 for dividend entitlement (registers closed 22–25 June 2026). • Proxy forms must reach Boardroom Share Registrars (HK) Limited no later than 48 hours before the meeting.

6. Share data snapshot As at 20 April 2026, SMC Electric had 2.00 billion shares issued. Major shareholder Red Dynasty Investments, wholly owned by Chairman Billy Yung, holds 1.50 billion shares (75.0%).

Shareholders will vote on all resolutions by poll. The Board recommends voting in favour of each proposal, stating they are in the best interests of the company and its shareholders.

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