YH Entertainment Group (abbreviation: YH ENT) has approved and adopted its Fourth Amended and Restated Articles of Association by special resolution at the annual general meeting held on 18 June 2026. The revised charter provides a comprehensive framework covering capital management, shareholder rights, board structure and meeting procedures. Key points are as follows:
1. Share Capital & Issuance • The board may allot, issue, grant options over or otherwise dispose of shares with differentiated rights, subject to existing shareholder protections. • Bearer shares are expressly prohibited. • The company retains the ability to issue redeemable shares and to repurchase its own shares in line with Hong Kong Listing Rules and the Cayman Islands Companies Act.
2. Shareholder Register & Book Closure • A principal and any number of branch registers can be maintained. • The register may be closed for up to 30 days per year (extendable to 60 days by ordinary resolution) with at least 10 business days’ public notice, or six business days for a rights issue.
3. Meeting Flexibility • General meetings may be conducted physically, as hybrid sessions or wholly by electronic means. • If gale or black-rainstorm warnings disrupt Hong Kong operations, the board may postpone meetings without further notice. • All substantive resolutions must be decided by poll; the chair may allow procedural motions by show of hands.
4. Board Composition & Rotation • The board must consist of at least two directors; any increase or reduction requires an ordinary resolution. • One-third of directors must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Directors can be removed by ordinary resolution before term expiry and may appoint alternates or proxies to attend board meetings.
5. Dividend & Capital Management • Dividends may be paid from realised or unrealised profits or the share premium account. • The board may distribute scrip dividends, allowing shareholders to elect cash or fully-paid shares in lieu. • Share premium and other reserves may be capitalised for bonus issues with shareholder approval.
6. Director & Officer Protection • Directors and officers are indemnified against liabilities other than those arising from actual fraud or wilful default, and the company may advance legal expenses. • The company is authorised to purchase insurance for directors and officers.
7. Electronic Communication • Notices may be delivered by post, electronic transmission, publication on the company website or the Hong Kong Stock Exchange website, in line with Listing Rules requirements.
8. Corporate Actions • The articles expressly permit mergers, consolidations and redomiciliations by special resolution, and empower the company to continue as a body corporate in another jurisdiction.
The updated Articles modernise YH ENT’s governance structure, embed digital communication channels and align the company’s constitutional documents with current regulatory standards in both Hong Kong and the Cayman Islands.
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