POP MART INTERNATIONAL GROUP LIMITED (Stock Code: 09992) has published its Fourth Amended and Restated Memorandum and Articles of Association, adopted by special resolution on 13 May 2026. The key provisions are summarised below:
1. Authorised Share Capital • Set at US$500,000, divided into 5 billion shares with a par value of US$0.0001 each. • Shares may be issued with preferred, deferred or other special rights; bearer shares remain prohibited. • The company retains authority to purchase or redeem its own shares, subject to the Companies Act and Hong Kong Listing Rules.
2. Shareholder Rights & Meetings • Annual General Meeting to be held within six months after the financial year-end. • Extraordinary general meetings can be requisitioned by shareholders holding at least 10% of voting rights. • General meetings may be conducted physically, virtually or in hybrid form; a quorum requires two members present. • Voting is on a poll basis unless the chair allows a show of hands for purely procedural matters. • Dividends may be paid in cash or satisfied wholly or partly by scrip dividends, subject to board determination and shareholder elections.
3. Board Composition & Powers • Minimum of two directors; no maximum stipulated. • Directors can fill casual vacancies, with appointees standing for election at the next AGM. • At each AGM, at least one-third of directors (or the nearest lower whole number) retire by rotation; every director faces re-election at least once every three years. • Directors may appoint alternates and proxies; meetings can be held via tele- or video-conferencing. • Directors with material interests (as defined by Listing Rules) are excluded from voting on related matters.
4. Capital Management & Reserves • Share premium and other reserves may be capitalised for bonus issues or to pay up unpaid shares. • The company may declare interim, special or final dividends out of distributable profits or reserves. • Unclaimed dividends may be invested for the company’s benefit after one year and forfeited after six years.
5. Indemnity & Liability • Directors, auditors and officers are indemnified from company assets against liabilities incurred in the course of their duties, subject to Cayman Islands law. • The company may grant mortgages or security to protect directors who become personally liable for obligations primarily due from the company.
6. Continuation, Mergers & Consolidations • With shareholder approval via special resolution, POP MART may re-domicile to another jurisdiction or merge/consolidate with other entities in accordance with the Cayman Islands Companies Act.
7. Financial Reporting & Audits • Financial year ends on 31 December. • The board must prepare annual accounts, directors’ reports, and auditor’s reports for presentation at the AGM and distribute relevant financial documents at least 21 days in advance.
This comprehensive update aligns POP MART’s corporate governance framework with current Cayman Islands company law and Hong Kong Listing Rule requirements, enhancing flexibility in capital management, shareholder engagement and board operations.
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