HEVOL SERVICES Endorses Fourth Amended & Restated Memorandum and Articles of Association

Bulletin Express
05/29

HEVOL SERVICES GROUP CO. LIMITED (HKEX: 6093) secured shareholder approval on 29 May 2026 for its “Fourth Amended and Restated Memorandum and Articles of Association” (the “New M&A”). The document, adopted by special resolution under the Cayman Islands Companies Act (as revised), refreshes the company’s constitutional framework and aligns corporate governance practices with prevailing requirements of Hong Kong’s Listing Rules. Key elements are as follows:

1. Capital Structure • Authorised share capital: US$50,000 divided into 5,000,000,000 ordinary shares of US$0.00001 par value each. • The Board may issue new shares with preferred, deferred, restricted-voting or redeemable rights, and may grant warrants subject to Listing Rules. • The company is empowered to repurchase its own shares or warrants, finance share buy-backs, and accept share surrenders.

2. Shareholder Rights & Meetings • Annual general meetings must be held within six months after each financial year-end. • Quorum: two shareholders present (in person or by proxy); if the company has a sole shareholder, the presence of that single member suffices. • Virtual and hybrid general meetings are expressly permitted through approved communication facilities. • Resolutions on substantive matters must be decided by poll; procedural matters may be passed on a show of hands.

3. Board Composition & Powers • Minimum of two directors; one-third (or nearest higher number) retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. • Directors may appoint alternates; the Board can delegate duties to committees and appoint executive directors or managers with defined authorities. • Directors with material interests in transactions must abstain from voting; exemptions apply for routine indemnities, employee benefit schemes and pro-rata offers.

4. Dividend Policy & Capital Management • Dividends may be declared from distributable profits and can be paid in cash or satisfied through scrip dividends at the Board’s discretion. • Unclaimed dividends outstanding for six years may be forfeited and revert to the company. • Members can elect to receive corporate communications electronically, and share certificates are discretionary, supporting paperless processes.

5. Continuation, Merger & Indemnity Provisions • The New M&A allows the company, by special resolution, to migrate its place of incorporation (“transfer by way of continuation”) or to merge/consolidate with other entities in accordance with Cayman law. • Directors, officers and auditors are entitled to indemnification from company assets against liabilities incurred in the proper discharge of duties.

6. Financial & Reporting Framework • Financial year-end remains 31 December; audited financial statements and accompanying reports must be sent to shareholders at least 21 days before the AGM. • The company commits to maintain proper accounting records, establish a share premium account, and comply with statutory filing requirements.

The adoption of the New M&A modernises HEVOL SERVICES’ constitutional documents, incorporating digital communication, enhanced corporate governance measures and flexible capital-management tools to support future strategic initiatives.

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