Chen Xing Development Holdings Limited (辰興發展控股有限公司) has adopted a Third Amended and Restated Memorandum and Articles of Association, effective 29 May 2026, introducing the following key changes:
1. Capital Structure • Authorised share capital remains HK$10.00 million, divided into 1.00 billion shares of HK$0.01 par value each. • The Board is empowered to repurchase, redeem or otherwise acquire shares and classify repurchased shares as “Treasury Shares”. Treasury shares may be cancelled, held, transferred or re-issued, but do not carry voting or dividend rights while held in treasury.
2. Share Issuance & Alteration Powers • Directors may issue new shares, warrants or convertible securities and vary rights attached to shares, subject to Cayman law and listing rules. • The company may consolidate, subdivide or reduce share capital by ordinary or special resolution, as applicable.
3. General Meeting Flexibility • Annual general meetings must be held within six months after each financial year-end. • New provisions formally recognise physical, hybrid and fully electronic meetings, with attendees deemed present if they participate via approved electronic facilities. • The Board may postpone or change meeting format, location or electronic facilities if holding the meeting as originally scheduled becomes impracticable.
4. Electronic Communications & Uncertificated Securities • Members may receive notices, corporate communications and dividend mandates electronically. • The Articles align with Hong Kong’s Uncertificated Securities Market regime: Chen Xing shares can be held and transferred electronically through systems such as the Central Clearing and Settlement System (CCASS) or the UNSRT System, subject to Securities and Futures Ordinance and SFC rules.
5. Dividends & Reserves • Dividends may be paid out of profits, share premium or other distributable reserves, and can be satisfied in cash or by scrip issue at the Board’s discretion. • The Board may capitalise reserves to issue fully-paid shares or pay up amounts unpaid on existing shares.
6. Governance & Director Provisions • Minimum of two directors; no maximum set. One-third of the Board (or nearest number) must retire by rotation at each annual general meeting, with every director facing re-election at least once every three years. • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in the execution of their duties, excluding fraud or dishonesty.
7. Member Protections & Transparency • A new “Subscription Rights Reserve” safeguards warrant-holder interests by ensuring sufficient reserves are maintained if exercise prices fall below par value. • Enhanced requirements for maintaining accounting records, auditor appointments and distribution of financial statements are incorporated.
The updated charter provides Chen Xing with greater flexibility in capital management, modernises shareholder meeting procedures and aligns corporate governance with electronic and uncertificated market practices permitted under Hong Kong regulations.
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