Sanbase Corp Sets 14 Aug AGM: Seeks 20% Issue Mandate, 10% Buy-Back Authority, Board Re-elections and New M&A

Bulletin Express
Jul 16

Sanbase Corporation Limited will ask shareholders to approve several key resolutions at its annual general meeting (AGM) scheduled for 14 August 2026 at 2:30 p.m. (Hong Kong time) at The Center, 99 Queen’s Road Central.

Key mandates • Issue mandate: Directors seek authority to allot, issue or deal in up to 20% of the existing share capital, equivalent to a maximum 40.00 million new shares, based on the current 200 million issued shares (excluding any treasury shares). • Repurchase mandate: The Board requests power to buy back up to 10% of issued shares (20.00 million shares) on the market. • Extension mandate: Any shares repurchased under the buy-back mandate may be added to the issue mandate, potentially raising the total shares available for issue above the 40.00 million threshold.

Board and auditor matters • INEDs Dennis Cheung Chi Man, Law Chun Yat and Siu Chi Wai will retire by rotation and stand for re-election. • The Board proposes re-appointing Baker Tilly as external auditor for FY27, with an estimated audit fee of HK$0.70 million.

Capital base and ownership • As at 9 July 2026, Sanbase had 200 million shares in issue. • Controlling shareholder Madison Square International Investment (beneficial owner Wong Sai Chuen) holds 56.25%, while J&J Partner Investment Group owns 18.75%. Full use of the repurchase mandate would raise Madison Square’s holding to 62.50% but would not trigger a mandatory offer under Hong Kong’s Takeovers Code, according to the board.

Memorandum & Articles overhaul • Shareholders will vote on adopting a third amended and restated Memorandum and Articles of Association to align with Hong Kong’s forthcoming uncertificated securities market (USM) regime and related GEM Listing Rules updates. Key changes cover electronic share registration, dematerialisation/rematerialisation procedures, and the treatment of treasury shares.

Administrative details • Shareholders must lodge transfer documents by 4:30 p.m. on 10 August 2026 to qualify for AGM attendance and voting. The share register will be closed from 11–14 August 2026. • Proxy forms must reach Tricor Investor Services by 2:30 p.m. on 12 August 2026.

If storm signal No. 8, black rainstorm warning or “extreme conditions” are in force after 12:00 p.m. on the meeting day, the AGM will be postponed, with a separate announcement to follow.

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