Minerva Group Holding Limited (Stock Code: 00397) has proposed a comprehensive revision of its existing Bye-laws, according to a board announcement released on 20 March 2026.

Key elements of the proposed changes include:

1. Treasury Shares: Introduction of provisions enabling the company to hold its own shares in treasury, expanding capital-management flexibility.

2. USM Compatibility: Amendments designed to ensure full compatibility with Hong Kong’s forthcoming uncertificated securities market (USM) regime, facilitating digital share registration and settlement.

3. Regulatory Alignment: Updates to reflect the latest requirements under the Hong Kong Listing Rules and relevant Bermuda company law.

4. Housekeeping Adjustments: Consequential and clerical revisions to streamline the Bye-laws’ wording and structure.

Implementation of the revised Bye-laws is subject to shareholder approval via a special resolution at the upcoming annual general meeting. A detailed circular outlining the amendments and AGM notice will be dispatched to shareholders in due course.

The Board currently comprises Executive Directors Mr. Li Wing Cheong (Chairman) and Mr. Tong Hin Jo, alongside Independent Non-Executive Directors Ms. Chan Lai Ping, Ms. Tam Mei Chu and Mr. Ho Yuen Tung.