Shenguan Holdings (Group) Limited has adopted an amended and restated Memorandum of Association (effective 31 May 2022) and a fully revised set of Articles of Association (approved 5 June 2026).

Key Highlights

1. Authorised Share Capital • Maintained at HK$200.00 million, divided into 20.00 billion shares of HK$0.01 each. • Shares may be repurchased and held as treasury shares; the board is authorised to fund buy-backs out of capital or other permissible accounts.

2. Modernised Shareholder & Board Framework • Hybrid or fully virtual general meetings formally permitted; electronic participation counts toward quorum and voting. • Notices, proxy instructions, dividend elections and other “corporate communications” can be delivered or received electronically. • Shareholders holding at least 10% of paid-up voting capital retain the statutory right to requisition an extraordinary general meeting.

3. Uncertificated Securities & USM Readiness • The company’s register may integrate with Hong Kong’s Uncertificated Securities Market (USM) regime, allowing electronic issuance, holding and transfer of shares via recognised systems such as CCASS and UNSRT. • Electronic instructions for dividends, corporate-action proceeds and voting are expressly recognised.

4. Board Composition & Rotation • Minimum of two directors with no maximum cap. • At every annual general meeting, one-third of directors (or the nearest higher whole number) must retire by rotation; each director must face re-election at least once every three years. • Directors may be removed by ordinary resolution before term expiry.

5. Enhanced Dividend Flexibility • Dividends may be paid in cash, scrip or a combination, with electronic payment channels authorised. • Interim and special dividends may be funded from distributable profits or share premium, subject to board discretion.

6. Indemnities and Borrowing • Standard indemnity granted to directors, officers and auditors against liabilities other than those arising from fraud or dishonesty. • The board retains full authority to raise or borrow funds, issue debentures and create charges over company assets.

7. Continuation & Name Change • The company may deregister in the Cayman Islands and continue in another jurisdiction with shareholder approval. • Future amendments to the Memorandum or Articles require a special resolution.

The updated constitutional documents align Shenguan Hldgs with current Hong Kong Listing Rules and forthcoming USM infrastructure, while broadening electronic governance capabilities and preserving shareholder rights.