Tomson Group Limited announced the adoption of an Amended and Restated Memorandum of Association, effective 17 June 2022, and a fully revised set of Articles of Association, approved on 4 June 2026. The overhaul aligns the company’s constitutional documents with the latest Cayman Islands Companies Act (As Revised) and Hong Kong Listing Rules, while introducing broader corporate powers and updated governance mechanics.

Key highlights are as follows:

1. Capital Structure • Authorised share capital is maintained at HK$1.50 billion, divided into 3 billion ordinary shares of HK$0.50 each. • The company now has explicit flexibility to issue, redeem, purchase and hold treasury shares in line with prevailing regulations. • The Board may issue warrants or other securities, approve scrip dividends and conduct share buy-backs without a requirement to repurchase on a rateable basis.

2. Modernised Governance Framework • Annual general meetings must be held within six months after each financial year-end (31 December). • All directors, including those with fixed terms, must retire by rotation at least once every three years. • The minimum board size remains three directors, and the Board may appoint alternates and fill casual vacancies. • Directors’ indemnity is reaffirmed, and the company may purchase insurance to cover officers’ liabilities.

3. Digital & Hybrid Meeting Provisions • General meetings can now be conducted as physical, hybrid or fully electronic meetings, with participants deemed present if they join via approved electronic facilities. • The Articles empower the Board to postpone, adjourn or move meetings and manage attendance through electronic channels, ensuring quorum and voting integrity even in virtual settings.

4. Electronic Communication • Notices, circulars, financial statements and other corporate communications may be distributed electronically or by publication on the company’s website and the Hong Kong Stock Exchange website, subject to shareholder consent and regulatory requirements. • Electronic signatures are recognised for company documents, enhancing operational efficiency.

5. Flexibility in Capital Management • The company can capitalise reserves for scrip dividends or other distributions in shares, settle fractional entitlements as it deems fit, and create a subscription right reserve when issuing warrants. • Updated provisions detail procedures for handling unclaimed dividends and the sale of shares belonging to untraceable members after 12 years of inactivity.

6. Enhanced Shareholder Protections • Key matters such as alterations to the Articles, change of company name and selective share rights variations require a 75% special resolution. • Members holding at least 10% of voting rights can requisition extraordinary general meetings or add resolutions to meeting agendas.

7. Financial Reporting & Audit • Audited financial statements will be presented annually, with the option to circulate summary reports. • Auditors are appointed at each annual general meeting, and their remuneration is set by shareholders or as delegated.

8. Winding-Up Provisions • In liquidation, assets may be distributed in specie with member approval. Losses or surpluses are apportioned according to paid-up capital.

The comprehensive revisions are designed to provide Tomson Group with operational flexibility, modernise shareholder engagement through digital means and ensure full compliance with updated regulatory standards.