Fantasia AGM Circular Highlights 20% Issuance Cap, 10% Buy-Back Limit and Board Re-election Plan

Bulletin Express
May 15

Fantasia Holdings Group Co., Limited will convene its Annual General Meeting (AGM) on 16 June 2026 in Shenzhen to seek shareholder approval for a series of routine authorisations and board changes. Key items are as follows:

• Capital mandates – Issuance mandate: Directors request authority to allot, issue or resell treasury shares of up to 20% of the issued share capital (excluding treasury shares) as at the AGM date. Based on 5.77 billion shares outstanding on 11 May 2026, the ceiling equates to approximately 1.15 billion new shares. – Buy-back mandate: Management also seeks approval to repurchase up to 10% of issued shares, or roughly 0.58 billion shares. Any repurchased stock may be cancelled or held as treasury shares; shares held in treasury could later be resold under the proposed issuance mandate. – Extension mandate: If both mandates pass, the share issue limit can be increased by the number of shares actually repurchased, keeping the potential dilution unchanged for existing holders.

• Impact on control and public float – Major shareholder Fantasy Pearl International Limited holds 57.41% of Fantasia’s issued shares. A full 10% buy-back would raise its stake to about 63.79%, below the 30% trigger for a mandatory general offer under Hong Kong’s Takeovers Code and without breaching the 25% public-float requirement.

• Board composition – Re-election of four directors: Executive Directors Mr Lin Zhifeng (also CFO) and Mr Timothy David Gildner; Non-executive Director Mr Su Boyu; and Independent Non-executive Director Mr Leung Yiu Cho. – All nominees remain eligible and have confirmed independence or lack of conflicting interests where applicable.

• Auditor – Prism Hong Kong Limited is nominated for re-appointment as external auditor for the financial year ending 31 December 2026.

• Share trading context – Over the 12 months to April 2026, Fantasia’s shares traded between HK$0.052 and HK$0.117. The company executed no share repurchases during the six months preceding 11 May 2026.

• Administrative details – The share register will close from 11 June to 16 June 2026 (both dates inclusive). Proxy forms must reach Computershare Hong Kong Investor Services by 10:00 a.m. on 14 June 2026, 48 hours before the AGM.

The board states that the mandates and appointments are in the best interests of Fantasia and recommends shareholders vote in favour of all proposed resolutions.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

Most Discussed

  1. 1
     
     
     
     
  2. 2
     
     
     
     
  3. 3
     
     
     
     
  4. 4
     
     
     
     
  5. 5
     
     
     
     
  6. 6
     
     
     
     
  7. 7
     
     
     
     
  8. 8
     
     
     
     
  9. 9
     
     
     
     
  10. 10