Zhongmin Baihui Retail Group Ltd. AGM 2025: Key Updates and Potential Price-Sensitive Developments

Date: 30 October 2025

Venue: Grand Mercure Singapore Roxy, Singapore

Key Highlights from the Annual General Meeting (AGM)

• All resolutions tabled at the AGM were passed with overwhelming shareholder support.
• Shareholders voted on 8 resolutions covering financial statements, dividend payout, directors’ fees, board re-elections, auditor appointment, authority to issue new shares, and a proposed share buyback mandate.

Detailed Resolutions and Their Implications for Investors

1. Adoption of Audited Financial Statements for FY2025

The Company’s audited financial statements for the year ended 30 June 2025, together with the Directors’ Statement and Auditor’s Report, were unanimously approved. This signals transparency and financial health, which is crucial for investor confidence.

2. Declaration of Final Dividend

Shareholders approved a final one-tier tax exempt dividend of 1.0 Singapore cent per ordinary share for FY2025. This dividend payout offers a direct return to shareholders and may attract income-focused investors.

3. Pre-Approval of Directors’ Fees

The AGM pre-approved the payment of up to S\$153,000 in directors’ fees for FY2026, to be paid in arrears. This maintains governance standards and ensures directors are compensated, with fees paid in Singapore dollars.

4 & 5. Board Re-Elections

• Mr. Lee Swee Keng was re-elected as Executive Director and Chairman, ensuring continuity in leadership.
• Mr. Zou Qige was re-elected as Independent Director, remaining Chairman of the Remuneration Committee and a member of the Nominating and Audit Committee.

6. Auditor Re-Appointment

Messrs Foo Kon Tan LLP were re-appointed as the Company’s auditor. Stable auditor relationships support integrity in financial reporting.

Potentially Price-Sensitive Resolutions

7. General Authority to Issue and Allot Shares

The AGM approved a general mandate authorizing directors to issue up to 50% of the total issued shares (excluding treasury shares and subsidiary holdings), with up to 20% allowed for non pro-rata issuances. This authority, in line with Section 161 of the Companies Act and SGX Listing Rules, gives management flexibility to raise capital for expansion, acquisitions, or other strategic purposes.
Implication: Potential dilution for existing shareholders if shares are issued, but also an opportunity for the company to pursue growth initiatives or strengthen its balance sheet.

8. Share Buyback Mandate

A Share Buyback Mandate was approved, authorizing the company to repurchase up to 10% of total issued shares at prices not exceeding:

• 105% of average closing price for market purchases
• 120% of highest last dealt price for off-market purchases

The buyback can be executed on-market or via off-market equal access schemes.
Implication: Share buybacks can be value accretive by boosting earnings per share, signaling management’s confidence in the company, and supporting the share price. This is a price-sensitive development that investors should monitor closely.

Poll Results: Strong Shareholder Support

All resolutions were passed with nearly 100% of votes in favor, reflecting strong shareholder consensus. Notably, the resolution for authority to issue and allot shares had a small portion (0.04%) of votes against, indicating minor concern about potential dilution.

Conclusion

The 2025 AGM of Zhongmin Baihui Retail Group Ltd. signals a proactive approach to capital management, shareholder returns, and corporate governance. The approval of both share issuance and buyback mandates is especially noteworthy, as these measures provide flexibility to respond to market opportunities and manage capital efficiently.
Investors should closely monitor subsequent announcements regarding share issuance or buyback activities, as these could significantly impact share value.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell securities. Investors are advised to conduct their own due diligence and consult professional advisors before making investment decisions. The information is based on company AGM minutes and is subject to change as further announcements are made by Zhongmin Baihui Retail Group Ltd.

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