YEAHKA Limited has adopted its Fourth Amended and Restated Memorandum and Articles of Association by special resolution dated 5 June 2026. Key points are as follows:
• Authorised Share Capital – US$25,000 divided into 1,000,000,000 shares with a par value of US$0.000025 each.
• Corporate Flexibility – Objects of the company remain “unrestricted,” giving directors wide discretion to engage in any business activity not prohibited under Cayman Islands law. – The company can re-register by way of continuation in another jurisdiction and may merge or consolidate with other entities, subject to special-resolution approval.
• Capital Management – Board retains authority to issue shares with preferred, deferred, qualified or other special rights and to issue warrants. – Company may repurchase its own shares and finance such purchases, provided transactions follow Hong Kong Stock Exchange rules.
• Shareholder Rights & Meetings – Shareholders may participate in physical, hybrid or fully virtual (“Virtual Meeting”) formats via approved communication facilities. – One-tenth of voting shares can requisition an extraordinary general meeting. – Quorum for general meetings set at two members present; voting on resolutions is by poll unless the chair rules a procedural matter can be decided by show of hands.
• Directors & Governance – Minimum of two directors; each must stand for re-election at least every three years. – Directors prohibited from voting on matters where they or their close associates have a material interest, except in narrowly defined circumstances. – Directors may be indemnified against liabilities incurred in the course of their duties; the company may secure such indemnities over its assets.
• Dividends & Capitalisation – Board may declare interim, special or scrip dividends and capitalise reserves for share distributions. – Unclaimed dividends revert to the company after six years.
• Untraceable Shareholders – Shares may be sold after 12 years of returned or uncashed dividend payments, following prescribed notification procedures; net proceeds become a debt owed to the former shareholder.
• Winding-Up Provisions – Liquidator, with special-resolution approval, may distribute assets in specie or vest assets in trustees for members’ benefit.
These updates align YEAHKA’s constitutional documents with prevailing Hong Kong Listing Rules and modern corporate-governance practices, providing greater operational flexibility while formalising shareholder protections and meeting procedures.
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