Zhitong Finance App News, Baoji Capital (08168) issued an announcement. The Company received a written request dated October 23, 2026 (written request) issued by Qiu Huan Law Firm in accordance with the instructions of Yunfeng Meitu Co., Ltd. (requester), requesting the board of directors to hold the Company's Special General Meeting of Shareholders (Extraordinary General Meeting of Shareholders) in accordance with the provisions of section 64 of the Company's Fifth Revised and Reformed Articles of Association (Articles of Association) to consider and adopt the following resolutions as an ordinary resolution of the Company:
1. “The motion to remove Mr. Ng Pui Sing from the position of executive director of the Company takes effect immediately from the time this resolution is passed.”
2. “The motion to remove Mr. Chen Weijie from the position of executive director of the Company takes effect immediately from the time this resolution is passed.”
3. “The motion to remove Ms. Jiang Dandan from the position of executive director of the Company took effect immediately from the time this resolution was passed.”
4. “The motion to remove Mr. Song Kunxiang from the position of independent non-executive director of the Company takes effect immediately from the time this resolution is passed.”
5. “The motion to remove Mr. Wu Jiaqi from the position of independent non-executive director of the Company takes effect immediately upon passing this resolution.”
6. “The motion to remove Mr. Chen Zengwu from the position of independent non-executive director of the Company takes effect immediately from the time this resolution is passed.”
7. “The motion to elect Mr. Zheng Yufeng as the Company's executive director takes effect immediately from the time this resolution is passed.”
8. “The motion to elect Mr. Wong Man Keung as the Executive Director of the Company takes effect immediately from the time this resolution is passed.”
9. “The motion to elect Mr. Wang Jianqiang as an executive director of the Company takes effect immediately from the time this resolution is passed.”
10. “The motion to elect Mr. Chan Chu-ming as an independent non-executive director of the Company and a member of the Audit Committee of the Company took effect immediately upon passing this resolution.”
11. “The motion to elect Mr. Xu Yi'an as an independent non-executive director of the Company and a member of the Nomination Committee of the Company took effect immediately from the time this resolution was passed.”
12. “The motion for the election of Ms. Zhong Xia as an independent non-executive director of the Company and a member of the Company's Remuneration Committee took effect immediately from the time this resolution was passed.”
13. “The motion authorizes the board of directors of the Company to be formed immediately after the adoption of the above resolutions 7 to 12, any director and secretary of the Company in office at the time to take all relevant actions and matters, sign all relevant documents, and arrange for all relevant registrations, filings and announcements to take effect.”
As stated in the written request, (i) the claimant holds 175,700,000 shares of the Company, accounting for approximately 11.83% of the Company's share capital voting rights to vote at its shareholders' meeting; and (ii) in order to avoid vacancies in the board of directors, all resolutions 1 to 13 must be considered at the Extraordinary General Meeting of Shareholders. Resolutions 1 to 6 are each subject to at least 4 of the 7 to 12 resolutions being passed, including resolutions 10 to 12 to appoint independent non-executive directors. If, on the day of the Extraordinary General Meeting of Shareholders, the Company has any other directors in office other than those mentioned in Resolutions 1 to 6, the Requestor reserves the right to submit further resolutions when it deems necessary to avoid the relevant directors' positions.
According to section 64 of the Articles of Association, the board of directors may convene a special general meeting of shareholders as it deems appropriate. On the basis of one share and one vote, a special general meeting of shareholders may also be convened at the request of one or more shareholders. Such shareholders must hold not less than one-tenth of the voting rights incidental to the company's share capital on the day the request is submitted and have the right to vote at the shareholders' meeting. The relevant request must be submitted in writing to the board of directors or secretary to request the board to convene an extraordinary general meeting of shareholders to handle any matter specified in the relevant request and add the relevant resolution to the agenda of the meeting. The relevant meeting must be held within 2 months after the request is submitted. If the board of directors does not arrange a relevant meeting within 21 days from the date of submission, the requester (or multiple requestors) can only hold a physical meeting on their own at one location (that is, the main meeting place), and the Company shall reimburse the requester for all reasonable expenses incurred by the requester due to the failure of the board of directors to properly hold a meeting.
The Board is now seeking professional advice to determine whether the procedures relating to these alleged requirements are in compliance and take appropriate action in this regard.