Youzan Technology Limited (“Youzan”) approved a fully amended and restated set of Bye-laws at the annual general meeting held on 27 May 2025, introducing a wide range of corporate-governance and capital-management provisions. Key points are as follows:
Capital Structure • Authorised share capital is fixed at HK$500.00 million, divided into 50.00 billion ordinary shares with a par value of HK$0.01 each. • The Board is empowered—subject to shareholder approval—to issue warrants, establish employee share schemes, repurchase shares (including treasury shares) and carry out capital reductions or consolidations.
Board Composition & Authority • The number of directors shall range between two and fifteen. • One-third of directors must retire by rotation at every annual general meeting, ensuring each director is subject to re-election at least once every three years. • Directors may meet physically, in hybrid format or entirely virtually, with a two-director quorum. Resolutions in writing signed by all directors are also permitted. • Extensive indemnity is provided to directors and officers against liabilities other than those arising from wilful neglect, fraud or dishonesty.
General Meetings & Shareholder Rights • Annual general meetings must be held within six months of the financial year-end and can be convened as physical, hybrid or electronic meetings. • Shareholders holding at least 10% of paid-up voting capital can requisition a special general meeting. • All resolutions—other than purely procedural matters—must be voted by poll; electronic voting is expressly recognised.
Dividends & Capitalisation • Dividends may be paid in cash or satisfied wholly or partly by the distribution of assets or fully-paid shares. • Shareholders may elect stock-based dividends where offered. • Unclaimed dividends outstanding for six years revert to the company.
Electronic Communication • Notices, corporate communications and proxy materials may be distributed electronically or by website posting, subject to Hong Kong Listing Rules. • Members may register electronic addresses for receiving notices.
Untraceable Shareholders • Shares of holders who remain uncontactable for at least twelve years—after specific safeguards—may be sold; net proceeds become a debt due to the former holder until claimed.
Other Notable Provisions • A “Subscription Right Reserve” is created to support future warrant exercises if adjustments drive subscription prices below par. • Resident Representative arrangements and mandatory Bermuda record-keeping are specified. • Detailed procedures govern the destruction of documents, lien on partly paid shares, and sale of forfeited shares.
The updated Bye-laws are effective immediately, replacing all previous versions and aligning Youzan’s governance framework with current Bermuda law, Hong Kong Listing Rules and evolving electronic-communication practices.
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