Dragon Rise Group Sets 24 Sept AGM; Targets 20% Share-Issue Capacity, 10% Buy-Back and Board Refresh

Bulletin Express
Jul 21

Dragon Rise Group Holdings Limited will convene its annual general meeting on 24 September 2026 at 09:30 a.m. (2/F, The Royal Garden, Hong Kong) to seek shareholder approval for a series of corporate mandates and governance updates.

Key proposals 1. Capital authorisations • Issue mandate – Directors seek authority to allot and issue up to 57.60 million new shares, representing 20% of the 288.00 million shares in issue as at 16 July 2026 (“Latest Practicable Date”). • Buy-back mandate – Approval requested to repurchase up to 28.80 million shares (10% of issued share capital). Shares bought back may be held as treasury shares under revised Articles. • Extension mandate – Any shares repurchased under the buy-back authority may be added to the issue mandate, potentially expanding available issuance headroom beyond 20%.

2. Board composition • Re-election of four directors: – Mr Zou Shuji (executive director) – Mr Chan Wa Shing (independent non-executive director, INED) – Mr Bok Kwok Ming Aaron (INED) – Mr Lam Sai Hung (INED) The company’s Nomination Committee supports all four re-elections.

3. Auditor re-appointment • Grant Thornton Hong Kong Limited is nominated for re-appointment as external auditor until the next AGM.

4. Articles of Association overhaul Shareholders will vote on amendments designed to: • Incorporate Hong Kong Listing Rules changes covering treasury shares and paperless listing; • Enable electronic communication of corporate documents and electronic payment of dividends; • Update references to Cayman Islands law and other housekeeping modifications.

Shareholder logistics • Register of members closes 21–24 September 2026 (both dates inclusive). Record date for voting entitlement is 24 September 2026. • Proxy forms must reach Boardroom Share Registrars (HK) Limited by 9:30 a.m. on 22 September 2026 (48 hours before the meeting, excluding public holidays).

Capital structure & control • Issued share capital: 288.00 million shares (HK$0.10 par value each). • Majority shareholder Fame Circle Limited holds 67.1%. Full exercise of the buy-back mandate would raise its stake to approximately 74.56%, still below the 30% threshold triggering a mandatory takeover offer under Hong Kong’s Takeovers Code.

Directors state they have no immediate plans to issue new shares or conduct share buy-backs but consider the flexibility essential for future corporate actions.

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