SY Holdings Group Limited (“SY Holdings”) has adopted a Fourth Amended and Restated Memorandum and Articles of Association, approved by special resolution on 29 May 2026. The updated constitutional documents replace all previous versions and come into effect immediately.

Key structural details

• Authorised share capital remains at HK$50.00 million, divided into 5.00 billion ordinary shares of HK$0.01 each, with flexibility to increase, reduce or vary classes and rights.

• The company’s objects are “unrestricted,” giving directors broad authority to undertake commercial activities, borrow, lend, issue securities and enter joint ventures, subject only to Cayman Islands law.

• Financial year-end stays at 31 December.

Modernised share provisions

• Shares may be held in certificated or uncertificated form, enabling settlement through the Central Clearing and Settlement System or other approved electronic platforms.

• The board is empowered to issue warrants, create preference shares, redeem or buy back shares (including holding repurchased shares as treasury shares) and grant stock options, provided Listing Rules are observed.

• Treasury shares are specifically authorised; they carry no voting or dividend rights while held by the company, and may be re-issued or cancelled at the board’s discretion.

• Share transfers can be executed electronically without a written instrument, streamlining settlement under Hong Kong’s uncertificated securities regime.

Governance enhancements

• General meetings may be physical, hybrid or fully electronic. Two shareholders present (physically or virtually) form a quorum.

• Annual general meetings must be held within six months of the financial year-end.

• The board may postpone a convened meeting if holding it becomes impracticable, with at least seven clear days’ notice of the reconvened session.

• Directors’ number is set at a minimum of two; one-third must retire by rotation at each AGM, ensuring every director faces re-election at least once every three years.

• Directors may participate in meetings by telephone or other electronic means, and written resolutions signed by all directors are valid as board decisions.

Capital management and dividends

• Dividends can be distributed in cash, scrip or a combination, and may be paid electronically. Shareholders may elect currency and method where offered.

• The company may capitalise reserves to issue fully-paid bonus shares or reduce liabilities when appropriate.

• Unclaimed dividends outstanding for 12 years may be sold, with proceeds accruing to the company after statutory notice periods.

Enhanced electronic communication

• Notices, corporate communications and dividend instructions can be delivered via electronic means, publication on the company’s website or the Hong Kong Stock Exchange website, without additional consent requirements.

• Shareholders are responsible for providing a valid electronic or physical address; after three unsuccessful deliveries, the company may cease sending hard-copy communications until updated details are supplied.

Indemnities and insurance

• Directors, officers, auditors and trustees are indemnified out of company assets against liabilities incurred in the course of their duties, except in cases of fraud or dishonesty. The company may maintain insurance for this purpose.

With these amendments, SY Holdings aligns its governance framework with current Hong Kong Listing Rules, Cayman Islands regulations and the market’s move toward fully electronic securities and meeting processes.