Key developments
• Shareholders passed a special resolution on 10 June 2026 approving a Second Amended and Restated Memorandum and Articles of Association for LH Group Limited.
• The company’s authorised share capital remains HK$400.00 million, divided into 4.00 billion ordinary shares with a par value of HK$0.10 each.
• Objects of the company are declared “unrestricted”, granting the board broad authority to engage in any business activities not prohibited under Cayman Islands law.
• Registered office is confirmed at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands. The board retains discretion to change this location.
Governance framework
• Minimum number of directors is set at two. All directors must retire by rotation at least once every three years. Removal of a director requires an ordinary resolution of shareholders.
• The board receives wide powers to issue new shares, warrants and other securities, and may restrict or exclude offerings to overseas shareholders where compliance would be “impracticable or unlawful”.
• Directors are permitted to participate electronically; general meetings can be held physically, virtually or in hybrid form, and quorum can be satisfied through electronic attendance.
Capital management
• The board may repurchase or redeem shares, hold treasury shares and reissue them, subject to Cayman law and Hong Kong Listing Rules.
• Dividends may be paid in cash, scrip or a combination. Unclaimed dividends can be forfeited after six years.
• The company may capitalise reserves to issue fully paid shares or reduce premium reserves as allowed by law.
Shareholder protection
• One-share-one-vote structure is preserved; any variation of class rights requires consent of 75% of voting rights of that class.
• Shareholders holding at least 10% of voting rights can requisition an extraordinary general meeting or propose additional resolutions.
• Any share certificate replacement fee is capped at HK$2.50 per document (or lower at board discretion).
Other notable provisions
• A subscription right reserve is introduced to protect warrant holders if future adjustments reduce subscription prices below par value.
• The company may sell shares of untraceable shareholders after 12 years of returned dividends, following specified notification procedures.
• Directors, officers and auditors are indemnified against liabilities incurred in the course of their duties, except in cases of fraud or dishonesty.
The restated document modernises LH Group’s corporate constitution, embeds electronic meeting capabilities, clarifies capital-management tools and aligns governance provisions with current Cayman Islands law and Hong Kong Listing Rules.