MOS HOUSE Adopts Second Amended & Restated Memorandum and Articles of Association

Bulletin Express
Aug 27

MOS House Group Limited approved its Second Amended and Restated Memorandum and Articles of Association at the annual general meeting held on 27 August 2026. Key changes follow:

• Capital Structure – Authorised share capital is fixed at HK$50.00 million, divided into 500.00 million ordinary shares with a par value of HK$0.10 each. – The Board is empowered to repurchase, redeem or hold shares in treasury and to finance share buy-backs out of capital or other available reserves where permitted by Cayman Islands law.

• Share Issuance & Settlement – All newly issued shares that qualify as “participating securities” will be held and transferred in uncertificated form through an electronic system; no physical share certificates will be issued for these securities. – Dematerialisation and rematerialisation rules align with Hong Kong’s Uncertificated Securities Market (USM) regime.

• Governance Framework – The Articles clarify electronic, hybrid and physical meeting formats, allowing electronic attendance, voting and proxy submission. – Directors are subject to retirement by rotation, with one-third (or the nearest higher whole number) retiring at each annual general meeting and each director facing re-election at least every three years. – The minimum number of directors remains two; no maximum is prescribed.

• Dividend & Capitalisation Provisions – Dividends may be paid out of realised or unrealised profits, share-premium account or other distributable reserves, subject to shareholder approval. – Scrip dividend arrangements permit shareholders to elect shares in lieu of cash, and the Board may capitalise reserves to satisfy such issues.

• Borrowing & Financial Assistance – The Board retains full borrowing powers and is authorised to provide financial assistance for share purchases where permitted under the Listing Rules and Cayman law.

• Indemnities – Directors, officers and auditors are indemnified out of company assets against liabilities incurred in the execution of their duties, excluding fraud or dishonesty.

• Electronic Communications – Notices, corporate communications and dividend payments may be delivered electronically, including publication on the company’s or the exchange’s website, in line with Hong Kong Listing Rules.

The updated constitutional documents align MOS HOUSE’s corporate governance, share settlement and capital management practices with current Cayman Islands company law and Hong Kong regulatory requirements.

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