Haidilao Amends Articles of Association to Expand Governance Flexibility

Bulletin Express
05/19

Haidilao International Holding Ltd. (Haidilao) has adopted a fully amended and restated set of Articles of Association following a special resolution passed at its 19 May 2026 general meeting.

Key highlights from the revised charter include:

1. Share Capital and Treasury Shares • The company retains the authority to repurchase shares and hold them as treasury shares without requiring separate board resolutions for each transaction. • Financial assistance for third-party share purchases is expressly permitted, subject to regulatory compliance.

2. Meeting Modernisation • General meetings may now be held physically, electronically or in hybrid form, with participation via electronic facilities constituting legal presence. • Board meetings can be convened through tele-, video- or other electronic means, and written resolutions signed by all directors remain valid.

3. Enhanced Director Provisions • The board size is set at a minimum of two directors with no maximum. • Directors can be removed by ordinary resolution and shareholders holding at least 10 % of voting rights can requisition an extraordinary general meeting. • Detailed rules on directors’ interests introduce explicit voting restrictions where a director or close associate has a material interest.

4. Capital Management Tools • The board can distribute dividends in cash or in kind, including scrip dividends, and may apply share premiums or other reserves to fund such distributions. • New capitalisation provisions allow reserves to be used for share-based incentive schemes, supporting future employee compensation plans.

5. Electronic Communications and Payments • Notices, corporate communications and dividend payments may be delivered electronically, and instructions from shareholders can be accepted via digital channels, subject to authentication.

6. Investor Protection Adjustments • Unclaimed dividends outstanding for six years will revert to the company. • The company gains a 12-year look-back to sell shares of “untraceable” members after multiple failed contact attempts, with proceeds held as debt owed to the former member.

The comprehensive update aligns Haidilao’s corporate governance framework with current Hong Kong listing rules, Cayman Islands company law and evolving digital practices.

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