STARJOY W&T Sets 22 May 2026 AGM; Seeks 10% Buy-back, 20% Issue Mandates and Re-election of Four Directors

Bulletin Express
Apr 22

Starjoy Wellness and Travel Company Limited (STARJOY W&T) has issued a circular convening its 2026 annual general meeting (AGM) for 22 May 2026 at Dorsett Kai Tak Hong Kong, 10:30 a.m.

Key proposals to be put to shareholders are:

1. Director Re-elections • Executive directors Ms Liang Jinrong (current CFO and Nomination Committee chair) and Mr Tao Yu; • Non-executive director Mr Ruan Yongxi; • Independent non-executive director Dr Li Zijun. All four retire and offer themselves for re-election in accordance with the Articles of Association.

2. General Mandates • Share Repurchase Mandate: authority to buy back up to 10% of issued shares (excluding any treasury shares) during the mandate period, equivalent to a maximum of 72.63 million shares based on the 726.25 million shares outstanding as of 16 April 2026. • Share Issuance Mandate: authority to issue, allot or transfer up to 20% of issued shares, or 145.25 million shares, with an additional mandate to extend this limit by the number of shares repurchased. • The board states it has no immediate plans to repurchase or issue shares.

3. Capital Management and Takeovers Implications • Repurchased shares may be cancelled or held as treasury shares. • Major shareholder Best Discovery International Limited holds 29.90% of issued shares; a full 10% buy-back could raise its stake to 33.22%, potentially triggering a mandatory offer under the Hong Kong Takeovers Code. The board does not intend to repurchase shares to such an extent.

4. Corporate Governance Notes • The Stock Exchange censured three directors (Mr Tao, Mr Ruan and Dr Li) in January 2026 for past breaches of Listing Rules; all have since completed 26 hours of remedial training. • The board and Nomination Committee affirm each director’s suitability and independence following the remedial actions.

5. Other AGM Business • Shareholders will vote on the 2025 audited financial statements, reappointment of Zhonghui Anda CPA Limited as auditor, and authorising the board to set directors’ and auditor remuneration.

Proxy forms must be lodged with Computershare Hong Kong Investor Services by 20 May 2026. The register of members will close from 15 May to 22 May 2026 for AGM eligibility.

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