HK & CHINA GAS Shareholders Approve Comprehensive Update to Articles of Association

Hong Kong and China Gas Company Limited (HK & CHINA GAS, stock code 00003) announced that shareholders passed a special resolution at the 1 June 2026 Annual General Meeting, held at the Hong Kong Convention and Exhibition Centre, to adopt an entirely new set of Articles of Association (AoA). The new AoA, which took effect immediately after the meeting, replaces the version last amended in 1982 when the company’s registration was transferred from England to Hong Kong.

Key decisions contained in the approved resolution include:

• Approval of a comprehensive suite of amendments—detailed in the company’s 29 April 2026 circular—designed to align the AoA with the latest requirements of Hong Kong’s Companies Ordinance (Cap. 622) and the Hong Kong Stock Exchange Listing Rules.

• Formal adoption of “The Hong Kong and China Gas Company Limited (香港中華煤氣有限公司)” as the company’s registered name and confirmation of its status as a limited liability company.

• Expansion and clarification of corporate powers, covering: – Authority to issue different classes of shares, including redeemable and treasury shares, and to buy back its own shares in accordance with regulatory rules. – Flexibility to hold general meetings in physical, virtual or hybrid formats, with provisions for electronic participation and the ability to postpone or adjourn meetings under exceptional circumstances. – Updated procedures for director appointments, rotation, remuneration, and disclosure of interests, plus detailed provisions on electronic communications, dividend distribution, capitalisation of profits and reserves management.

• Authorisation for any director or the company secretary to take all necessary steps to file the new AoA and complete associated formalities.

The company’s updated constitutional document now incorporates modern governance practices such as electronic voting, hybrid meeting arrangements, and refined shareholder communication options, providing a clearer framework for capital management, director responsibilities and member rights.