Hans Group Holdings Adopts Amended Memorandum & Articles, Confirms HK$1.00 billion Share Capital Structure

Hans Group Holdings Limited (漢思集團控股有限公司) approved an Amended and Restated Memorandum and Articles of Association by special resolution on 20 May 2026, modernising key corporate governance and capital management provisions.

Key updates include:

• Registered Status & Objects – Continues as a Cayman Islands exempted company limited by shares with unrestricted operating objects, granting directors broad commercial powers.

• Authorised Share Capital – Maintained at HK$1.00 billion, divided into 10.00 billion shares at HK$0.10 par value. – Board empowered to issue, redeem or repurchase shares and warrants, and to create classes with preferred or deferred rights.

• Capital Management Flexibility – Allows share buy-backs, redemptions and financial assistance within Cayman and Hong Kong regulatory frameworks. – Enables capitalisation of reserves for scrip issues or payment of unpaid calls.

• General Meetings & Shareholder Rights – Introduces the option to hold virtual or hybrid meetings and permits electronic communication of notices. – Confirms one-share-one-vote structure and requires all resolutions at general meetings to be decided by poll. – Establishes a one-third annual board rotation with every director subject to re-election at least once every three years.

• Dividend Distribution – Authorises interim, final, special and scrip dividends, with fractional entitlements subject to board discretion.

• Director & Officer Provisions – Permits appointment of managing, deputy and executive directors; clarifies indemnity protections; and enhances flexibility for board committees and delegation.

• Shareholder Protection Mechanisms – Affirms minority safeguards for variation of class rights (three-fourths approval) and provides detailed procedures for requisitioned meetings.

The revised constitution aligns Hans Group Holdings’ corporate framework with current Cayman Companies Act requirements, Hong Kong Listing Rules and evolving market practices, while retaining significant flexibility for future financing and operational initiatives.