BJ HEALTH (Beijing Health (Holdings) Limited, 02389) announced that shareholders passed a special resolution on 2 June 2026 to adopt an amended and restated Memorandum and Articles of Association (M&A). Key provisions of the new M&A are highlighted below.

1. Capital structure • Authorised share capital remains HK$2.00 billion, divided into 10.00 billion ordinary shares with a par value of HK$0.20 each. • The board maintains flexibility to issue, allot, redeem and repurchase shares (including treasury shares) subject to Cayman Islands law and Hong Kong listing rules.

2. Expanded corporate powers • Objects of the Company are now “unrestricted”, enabling broader operating, investment and financing activities. • The Company may hold treasury shares, transfer them or cancel them by board resolution. Treasury shares carry no voting or dividend rights while held by the Company.

3. Electronic and hybrid meetings • Annual general meetings must be held within six months after each financial year-end. • General meetings may be conducted as physical, hybrid or fully virtual meetings, with electronic participation counted toward quorum and voting.

4. Shareholder rights and protections • One-third of the directors must retire by rotation at every AGM, ensuring each director faces re-election at least once every three years. • Shareholders holding at least 10% of voting rights can requisition an extraordinary general meeting and propose resolutions. • All shareholders, including those represented by HKSCC, have the right to speak and vote unless restricted by stock-exchange rules.

5. Directors and governance mechanics • The minimum number of directors is one; the board can fill casual vacancies, but appointees must stand for election at the next AGM. • Directors’ written resolutions are permitted, provided they are signed by all eligible directors. • Enhanced provisions detail directors’ interests, voting restrictions and indemnities, aligned with Hong Kong Listing Rules.

6. Electronic securities regime • The Company will support uncertificated shareholding and electronic corporate actions via Hong Kong’s Uncertificated Securities Market (USM) and other SFC-approved systems.

7. Dividend and capital management • Dividends may be declared in cash, scrip or a combination thereof, with the board authorised to offer shareholders scrip elections. • Capital-isation of reserves, share premium reductions and distributions of realised capital profits are expressly permitted, subject to solvency tests.

8. Purchase of own securities • The board may repurchase shares up to 100% of the average closing price over the five trading days before purchase, or via tender open to all shareholders.

The restated M&A modernises BJ HEALTH’s corporate framework, enhances electronic participation, and aligns the Company with the latest Cayman Islands legislation and Hong Kong listing requirements. All changes are effective from 2 June 2026.