Ligent Technologies, Inc. (stock code: 09856, “Ligent”) has formally adopted its Third Amended and Restated Memorandum and Articles of Association, effective 11 August 2025, following approval by special resolution. The revised constitutional documents introduce several key structural and governance updates:
• Capital Structure: Authorised share capital is set at US$60.00 million, divided into 3.00 billion shares with a par value of US$0.02 each. No shares may be issued at a discount to par or in bearer form.
• Share Issuance Flexibility: The board may allot, issue, grant options over or otherwise dispose of shares “at such times, for such consideration and on such terms” as it deems appropriate, subject to Cayman Islands law and Hong Kong Listing Rules. Members may authorise the board, via an annual mandate, to issue up to 20% of issued shares and repurchase up to 10%.
• Financial Year-End: The company’s financial year will close on 31 December and commence on 1 January each year.
• Board Composition: The board is capped at nine directors, with one-third (or the nearest lower whole number) required to retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years.
• General Meetings: Annual general meetings must be held within six months of the financial year-end, with a quorum of two members. Shareholders holding at least 10% of voting rights may requisition an extraordinary general meeting.
• Shareholder Rights: Fully paid shares are freely transferable, while transfers of partly paid shares may be refused under specified conditions. The company can issue redeemable shares and purchase its own shares, subject to statutory and Listing Rule constraints.
• Dividend Policy: Dividends may be declared from realised or unrealised profits or share premium, and can be satisfied in cash or, at the board’s discretion, by scrip dividends. Unclaimed dividends older than six years revert to the company.
• Indemnification: Directors, auditors and senior management are entitled to indemnification from company assets against liabilities incurred in the course of their duties, provided they are successful in defending proceedings.
• Flexibility for Corporate Actions: The company may merge, consolidate, or transfer by way of continuation to another jurisdiction with shareholder approval via special resolution.
• Registered Office: The registered office remains at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, KY1-1002, Cayman Islands.
These amendments align Ligent’s governance framework with current regulatory standards and provide enhanced flexibility for future corporate actions, capital management and shareholder engagement.
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