ELL Environmental Holdings Limited (ELL ENV, 01395) has adopted a Third Amended and Restated Memorandum and Articles of Association, effective 25 June 2026.

Key amendments are as follows:

1. Modernised Corporate Objects and Powers • The company’s objects remain “unrestricted”, with explicit authority to act as an investment holding vehicle, grant guarantees and carry out financing activities worldwide. • Directors are empowered to exercise “any and all” powers a natural person or body corporate may exercise, subject to Cayman Islands law.

2. Updated Capital Framework • Authorised share capital is maintained at HK$380,000, divided into 3.80 billion shares of HK$0.0001 each. • The company may repurchase, hold and re-issue its own shares as “Treasury Shares”, and no voting or dividend rights attach to such shares while held in treasury.

3. Electronic & Hybrid Shareholder Meetings • Annual and extraordinary general meetings can now be conducted as physical, hybrid or wholly virtual meetings. • Members participating by electronic facilities are deemed present for quorum and voting purposes.

4. Electronic Communication with Investors • Notices, proxy appointments and other “corporate communications” may be sent by electronic means or posted on the company’s website, subject to Listing Rules safeguards. • Members may opt for hard-copy documents at any time.

5. Alignment with Hong Kong’s Uncertificated Securities Market (USM) • The Articles support holding and transferring shares through the forthcoming Uncertificated Securities Registration and Transfer (UNSRT) System and other SFC-approved platforms.

6. Enhanced Board Flexibility • The Board may create committees, appoint proxies or alternates, and pass written resolutions signed by all Directors. • Directors with material interests are excluded from voting on relevant board resolutions, mirroring HKEX Listing Rule 13.44.

7. Shareholder Rights and Protections • All resolutions at general meetings are to be decided on a poll, ensuring one-share-one-vote transparency. • One-third of Directors (or nearest number) must retire by rotation each year, and every Director faces re-election at least once every three years.

8. Dividend & Capital Distribution Flexibility • Scrip dividends are permitted, with shareholders able to elect cash or new shares. • In a winding-up, assets may be distributed in specie, subject to a special resolution.

The overhaul aligns ELL ENV’s constitutional documents with recent amendments to the Cayman Companies Act and Hong Kong Listing Rules, while paving the way for full electronic interaction with shareholders and participation in Hong Kong’s uncertificated securities regime.