Distinct Healthcare Holdings Limited (“Distinct Healthcare”) announced the adoption of its Tenth Amended and Restated Memorandum and Articles of Association, approved by special resolution on 24 June 2026. The updated constitutional documents refine the group’s share structure, directors’ authorities and meeting procedures.

Key highlights

• Share capital structure The authorised share capital is set at US$100,318.70, divided into 100,318,700 ordinary shares with a par value of US$0.001 each. The Board is empowered to issue new shares with preferred, deferred or redeemable rights, subject to the Listing Rules. No bearer shares are permitted.

• Treasury share framework The Company may repurchase its own shares and hold them as treasury shares or cancel them, giving the Board flexibility in capital management while complying with Hong Kong Stock Exchange regulations.

• Board composition and powers – Minimum of two directors; casual vacancies may be filled by the Board, with appointees standing for re-election at the next annual general meeting. – Directors may hold executive offices (e.g., Managing Director) and receive additional remuneration for extra services. – Alternate directors and proxy representation are expressly permitted, enhancing board continuity. – A director with a material interest in a transaction must abstain from voting; detailed exceptions align with Hong Kong Listing Rules.

• General meeting provisions Annual general meetings must be held within six months after the financial year-end (31 December). The Articles formally recognise physical, hybrid and fully virtual shareholder meetings, provided adequate communication facilities are available.

• Shareholder rights Class rights may be varied with written consent of holders of at least 75 % in nominal value of the affected class or by a special resolution at a separate meeting. Members can requisition extraordinary general meetings if they hold at least 10 % of paid-up voting capital.

• Dividend flexibility The Board may declare interim, final or special dividends, including scrip dividends, and set record dates. Dividends unclaimed for six years revert to the Company.

• Indemnification Directors, auditors and officers are entitled to indemnification from Company assets against liabilities incurred in execution of their duties, consistent with Cayman Islands law.

• Continuation, merger & consolidation Subject to special resolution, the Company may migrate to another jurisdiction, merge or consolidate with other entities under Cayman Islands Companies Act provisions.

The revised Memorandum and Articles align Distinct Healthcare’s governance framework with current regulatory standards and provide added flexibility for capital management and shareholder engagement.