Legendary Education Group Limited (“LEGENDARY EDU”, stock code: 08195) has adopted its Third Amended and Restated Memorandum and Articles of Association (M&A) by special resolution dated 29 September 2026. The revised constitutional documents modernise corporate governance, expand financing flexibility and align the company with the latest regulatory frameworks in Hong Kong and the Cayman Islands.
Key Amendments and Corporate Structure • Authorised Share Capital: HK$500.00 million divided into 1.00 trillion ordinary shares of HK$0.0005 par value each. • Unrestricted Objects Clause: The company is empowered to undertake any business not prohibited by Cayman Islands law. • Continuation & Mergers: The company can migrate its domicile by way of continuation or engage in cross-border mergers and consolidations with shareholder approval via special resolution.
Capital Management Flexibility • Board authority to issue shares, create new classes, or attach special rights, subject to Listing Rules. • Power to repurchase, redeem and hold treasury shares, financed “in any manner authorised or not prohibited by law,” including out of capital. • Share buy-backs not required to be pro-rata; Board discretion maintained, provided Hong Kong regulatory codes are observed.
Modernised Shareholding Regime • Full implementation of the Securities and Futures (Uncertificated Securities Market) Rules (USM Rules): – Shares may be held and transferred in uncertificated (electronic) form through approved electronic systems such as the UNSRT System. – No certificates will be issued for shares designated as “Participating Securities” once uncertificated trading commences. • Provisions for electronic instructions, e-proxy appointments, electronic payment of corporate action proceeds and scrip dividend elections. • Virtual and hybrid general meetings permitted; members may attend, speak and vote via approved communication facilities.
Governance Framework • Minimum two directors; every director (including those with fixed terms) must retire by rotation at least once every three years and is eligible for re-election. • Detailed rules on directors’ interests, board meetings, committee delegation and indemnities consistent with Hong Kong Listing Rules and Cayman Companies Act. • Annual general meeting to be held within six months after financial year-end; financial year closes on 31 December.
Shareholder Rights & Protections • Class rights variation requires written consent of holders of at least 75 % of the voting rights in that class or a separate class meeting. • Comprehensive dividend framework, including interim, special and scrip dividends, with flexibility for electronic elections and distributions. • Mechanism to sell shares of untraceable shareholders after 12 years of returned dividends, subject to public notice and Exchange notification.
The updated M&A positions LEGENDARY EDU to leverage electronic securities infrastructure, streamline corporate actions and maintain compliance with evolving regulatory standards, while providing expanded capital-raising and treasury-management capabilities.