Plus Group Holdings Inc. (Stock Code: 02486) has formally adopted its Second Amended and Restated Memorandum and Articles of Association, effective 20 May 2026, following shareholder approval by special resolution. The revised documents define the company’s corporate structure, governance mechanics and shareholder rights under Cayman Islands law.
Key corporate parameters • Name and domicile: Plus Group Holdings Inc. 普樂師集團控股有限公司, incorporated in the Cayman Islands. • Registered office: Appleby Global Services (Cayman) Limited, Suite 210, 2nd Floor, Windward III, Regatta Office Park, Grand Cayman, KY1-1106. • Authorised share capital: US$0.05 million divided into 250 million shares of US$0.0002 par value each. • Liability: Limited to any amount unpaid on shares. • Corporate flexibility: Objects are unrestricted; the company may re-domicile by continuation and enter into mergers or consolidations subject to shareholder approval.
Share issuance and capital management • Directors may allot, issue, grant options over or otherwise dispose of shares, including fractions, with preferred, deferred or other rights. • The company can issue redeemable shares at the option of either shareholders or the company, repurchase its own shares with prior ordinary resolution approval, and hold them as treasury shares. • Share capital may be increased, consolidated, subdivided or cancelled via ordinary resolution; reductions of capital require a special resolution.
Governance framework • Board composition: Minimum of two directors, with power to expand or reduce the board size by ordinary resolution. • Director rotation: At least one-third of directors retire at each annual general meeting; each director faces re-election at least every three years. • Meetings: General meetings may be conducted physically, virtually or in hybrid form. Quorum requires two members (or one if the company has a single member). All substantive resolutions must be decided by poll; procedural matters may be decided by show of hands in a physical meeting. • Electronic governance: Members can receive notices and submit proxies via electronic means; corporate communications may be posted on the company’s website or the HKEX website in line with Listing Rules.
Shareholder protections and rights • Variation of class rights requires written consent of holders of at least 75 % of the voting rights of the class or approval by three-quarters of votes cast at a separate meeting. • Share transfers are subject to standard Listing Rule requirements and directors’ right to refuse registration of partly paid or lien-encumbered shares. • Dividend policy authorises both cash and scrip dividends funded from profits, share premium or other distributable reserves; unclaimed dividends revert to the company after six years.
Directors’ powers and indemnities • Directors are empowered to borrow, grant security, appoint committees, and delegate authority. • Indemnification: Directors and officers are indemnified against liabilities other than those arising from actual fraud or wilful default; the company may advance defence costs and purchase D&O insurance.
Other provisions • Financial year-end remains 31 December. • The company may merge or consolidate with other entities or migrate to another jurisdiction subject to special resolution approval.
The comprehensive overhaul modernises Plus Group Holdings’ constitutional documents, aligning them with current market practice, Hong Kong Listing Rules and electronic governance standards.
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