LUYUAN GP HLDG (Luyuan Group Holding (Cayman) Limited, stock code 02451) has adopted its Second Amended and Restated Memorandum and Articles of Association (the “M&A”) by special resolution passed on 17 June 2026. The updated constitutional documents set out the company’s capital structure, governing rules and shareholder protections in line with current regulatory standards.
Key capital provisions • Authorised share capital: US$100,000 divided into 1,000,000,000 ordinary shares with a par value of US$0.0001 each. • No bearer shares; title to listed shares may be evidenced and transferred in accordance with Hong Kong Stock Exchange rules. • The board may issue, allot, redeem or repurchase shares, including fractions, within the limits of the Companies Act (Cayman Islands) and HKEX regulations. • The company is empowered to register by way of continuation in another jurisdiction and to be deregistered in the Cayman Islands.
Board and governance structure • The board must comprise at least two directors; numbers may be increased or reduced by ordinary resolution. • Directors may be removed by ordinary resolution and are subject to retirement by rotation at least once every three years; any director appointed to fill a casual vacancy must stand for re-election at the next annual general meeting (AGM). • Board meetings may be held in person or via electronic communication facilities, with written resolutions permitted except where material conflicts exist. • Indemnification: directors and officers are indemnified against liabilities except in cases of actual fraud or wilful default. The company may advance legal expenses and maintain directors’ and officers’ insurance.
Shareholder rights and meeting procedures • An AGM must be held within six months after the financial year-end (31 December). • At least 21 days’ notice is required for an AGM and 14 days for an extraordinary general meeting. • A poll is mandated for all resolutions except purely procedural matters; each share carries one vote. • The board may convene virtual or hybrid meetings and may postpone meetings in the event of extreme weather or other disruptions. • Members holding 10% or more of voting rights may requisition an extraordinary general meeting.
Dividends and reserves • Dividends may be declared by ordinary resolution up to the amount recommended by the board and paid out of realised or unrealised profits or the share premium account. • Scrip dividends are permitted, offering shareholders the option to receive dividends in fully paid shares. • Unclaimed dividends may be invested by the company and will revert to the company if unclaimed for six years.
Other notable clauses • The company may capitalise reserves to issue fully paid bonus shares. • Shares held by the company are non-voting. • A 12-year dormancy process is outlined for the sale of shares of untraceable members, with sale proceeds held as a debt to the former member. • Books and accounts must be retained for at least five years; the financial year ends 31 December. • Annual appointment of an independent auditor is required, with auditors granted full access to company records.
The revised M&A take effect from 17 June 2026 and now govern all corporate and shareholder matters of LUYUAN GP HLDG.