Noble Engineering Group Holdings Limited (“Noble Engineering Group”) has approved and adopted a comprehensive set of Amended and Restated Articles of Association by Special Resolution dated 30 September 2026. The revised charter updates corporate governance, capital management and shareholder communication practices across multiple sections. Key highlights include:
• Share Capital and Treasury Shares The authorised share capital is set at HK$50.00 million, divided into 1.00 billion shares of HK$0.05 each. The board is empowered to repurchase shares, hold them as treasury stock and re-issue such shares without additional shareholder approval, subject to Cayman Islands law and Hong Kong Listing Rules.
• Electronic Communications Shareholders may receive notices, corporate communications, and dividend instructions electronically. Meeting participation and voting can occur via electronic facilities, with such attendance treated as in-person.
• General Meeting Procedures An annual general meeting must be held within six months after the financial year-end. Extraordinary general meetings can be requisitioned by holders of at least 10% of voting rights. A quorum requires two shareholders, and all resolutions are to be decided by poll unless purely procedural.
• Board Structure and Rotation The company must have a minimum of two directors. One-third of directors are subject to retirement by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years.
• Directors’ Interests and Voting Directors with material interests—defined to include interests of close associates—must abstain from voting on relevant board resolutions, except for specified exemptions such as employee share schemes and group-wide benefit plans.
• Capital Management Flexibility The board may issue, allot or dispose of unissued shares; capitalise reserves for scrip dividends; and create or vary share classes, subject to shareholder approval where required. Interim dividends may be declared when justified by financial position.
• Shareholder Protections Provisions address untraceable shareholders, permitting the sale of shares after 12 years of unclaimed dividends, with net proceeds retained for the shareholder's benefit. The company may cease sending dividend cheques after two consecutive uncashed payments.
• Indemnities and Insurance Directors, officers and auditors receive indemnification against liabilities incurred in their duties, excluding fraud or dishonesty. The company may maintain insurance to cover such liabilities.
• Financial Reporting and Audit Annual financial statements, prepared under Hong Kong or International accounting standards, must be dispatched to shareholders at least 21 days before the annual general meeting. Shareholders may elect to receive summarised financial statements in lieu of full reports.
• Shareholder Rights on Winding-Up In liquidation, surplus assets will be distributed to shareholders pro rata to paid-up capital. Liquidators may, with special resolution approval, distribute assets in specie.
The updated Articles replace the previous constitutional document in its entirety and align Noble Engineering Group’s governance framework with prevailing regulatory standards and market practices.
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