Minsheng Education Group Company Limited (Minsheng Edu) has issued a circular convening its Annual General Meeting (AGM) for 9 June 2026 in Hong Kong.
Key Proposals 1. Fresh General Mandates • Share Issue Mandate: Directors seek authority to allot, issue or transfer up to 20% of the company’s issued share capital, equivalent to a maximum 843.54 million new or treasury shares, based on the 4.22 billion shares outstanding as of 20 April 2026. • Share Buy-Back Mandate: Approval requested to repurchase up to 10% of issued shares, or 421.77 million shares. • Extension Mandate: Number of shares bought back can be added to the share-issue limit, potentially lifting the issuance capacity to 30% of issued share capital.
2. Board Composition Four directors will stand for re-election: • Executive Director and President – Zuo Yichen (US$0.35 million annual remuneration; related to Chairman Li Xuechun). • Non-Executive Directors – Xu Wenya (appointed November 2025; no director’s fee) and Li Yanping (no director’s fee). • Independent Non-Executive Director – Yu Huangcheng (HK$0.36 million annual fee); serving more than nine years, requiring a separate re-election resolution to comply with Hong Kong’s Corporate Governance Code.
3. Corporate Governance Updates All three current INEDs, including Yu Huangcheng, have served over nine years. The company is searching for an additional INED with accounting or legal expertise, targeting an appointment by 3Q 2026. Progress will be disclosed in the 2026 interim report.
4. Other AGM Matters • Shareholders will vote on re-appointing Ernst & Young as auditor and authorising the Board to fix directors’ and auditor’s remuneration. • All resolutions will be decided by poll.
Key Dates • Register of members closed: 3 – 9 June 2026 (both days inclusive). • Last day to lodge share transfers: 2 June 2026 (by 4:30 p.m.). • Proxy forms submission deadline: 7 June 2026, 10:00 a.m. (48 hours before AGM).
Capital Management Impact If fully utilised, the buy-back mandate would increase Minsheng Group Company Limited’s stake from 71.71% to approximately 79.68%, remaining above the 25% public-float threshold required by the Hong Kong Stock Exchange. The board states that any repurchases will be funded from legally available sources and will not materially affect working-capital or gearing levels.