China Lesso Group Holdings Limited has approved an Amended and Restated Memorandum and Articles of Association by special resolution dated 28 May 2026. The updated framework codifies share capital parameters, corporate governance practices and electronic communication rules under Cayman Islands law and Hong Kong Listing Rules.
Key structural provisions • Authorised share capital: HK$1.00 billion, divided into 20.00 billion shares of HK$0.05 par each, with authority to repurchase, redeem or hold treasury shares and to vary or reduce capital subject to shareholder approval. • Objects: Unrestricted—includes investment holding, financing, real-estate development, manufacturing and other lawful commercial activities. • Registered office: Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.
Shareholder rights and meetings • Annual general meeting to be held within six months of financial year-end (31 December). • Extraordinary general meeting can be requisitioned by members holding ≥10% of voting rights. • All general-meeting resolutions decided by poll; quorum set at two members. • Class-rights variation requires approval of at least 75% of voting rights of the relevant class present and voting. • Notices and corporate communications may be delivered electronically or via the company’s and Hong Kong Stock Exchange websites, subject to consent.
Board composition and powers • Minimum two directors; any director appointed mid-term must stand for election at the next AGM. • Every director (including those with fixed terms) is subject to re-election at least once every three years. • Directors barred from voting on board matters where they or close associates have a material interest, except in specified exempted situations. • Directors may delegate powers to committees, appoint proxies or alternates and conduct meetings via electronic or tele-conference facilities. • Directors, officers and auditors are indemnified against liabilities incurred in the execution of their duties, subject to statutory limits.
Dividend and capital-management flexibility • Dividends may be declared out of distributable profits; interim and special dividends permitted. • Scrip-dividend elections allow shareholders to receive dividends in fully-paid shares. • Unclaimed dividends may be invested for the company’s benefit and forfeited after six years. • Provision for capitalisation of reserves to issue bonus shares or satisfy call payments.
Winding-up and untraceable shareholders • In liquidation, assets may be distributed in specie with liquidator authority, subject to member approval. • Shares of members uncontactable for 12 years may be sold after prescribed notifications; proceeds are held for the former holder as a debt due from the company.
Financial reporting and audit • Books kept at the Hong Kong principal place of business or other approved locations. • Audited financial statements and directors’ report to be dispatched at least 21 days before each AGM; summary financial statements permissible with member consent. • Financial year-end confirmed as 31 December.
These amendments align CHINA LESSO’s constitutional documents with prevailing regulatory standards, enhance shareholder engagement mechanisms and provide greater corporate and capital-management flexibility.
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