Xinyuan Property Management Service (Cayman) Ltd. (XINYUAN PM) reported two separate shareholder actions calling for extensive board changes, prompting the board to invoke earlier regulatory undertakings to block the proposals.

On 5 May 2026, HKSCC Nominees Ltd.—acting for Guotai Junan Securities (Hong Kong) Ltd. and representing 246.47 million shares—asked the board to convene an extraordinary general meeting (EGM). Requested resolutions included: 1) immediate removal of Executive Director Shen Yuan-Ching; 2) immediate removal of Independent Non-Executive Director Ling Chenkai; 3) removal of any director appointed between 1 April 2026 and the EGM date; 4) invalidation of any securities allotments, issues, or placements during the same period.

XINYUAN PM has sought clarification on the requisitionist’s standing and, pending a response, will not call an EGM.

A second notice dated 13 June 2026 came from Xinyuan Real Estate Ltd. (XYRE Ltd.) and Xinyuan China Real Estate (HK) Ltd. (XYCRE), which together hold 60.00 million shares—about 10.10% of voting rights. They requested that the 26 June 2026 annual general meeting (AGM) consider five ordinary resolutions: • remove Directors Shen Yuan-Ching and Lan Ye; • appoint Feng Bo as Executive Director; • appoint Tian Wenzhi as Non-Executive Director; • appoint Zhao Xia as Independent Non-Executive Director. No rationale accompanied the proposals.

The board highlighted that both requisitioning entities are under the significant influence of Mr. Zhang Yong and Ms. Yang Yuyan, who in August 2022 pledged to the Hong Kong Stock Exchange and the company not to influence director appointments or removals. The board views the new proposals as potentially breaching those undertakings and, after legal advice, has decided not to add the resolutions to the AGM agenda.

Rule 13.73 of the Listing Rules requires at least 10 business days’ notice for supplementary information ahead of a general meeting. With the AGM mandated to occur by 30 June 2026, the board determined that compliance is unattainable within the timeframe.

As of 24 June 2026, the board consists of Executive Directors Shen Yuan-Ching and Tang Yucao and seven Independent Non-Executive Directors, including Lan Ye and Ling Chenkai, who are targeted for removal in the requisitions.