Qunabox Group Limited (the “Company”) approved a fifth amended and restated Memorandum and Articles of Association by special resolution on 22 May 2026. The revised constitutional documents introduce the following key provisions:
1. Share Capital • Authorised capital is fixed at US$50,000, divided into 5.00 billion ordinary shares with a par value of US$0.00001 each. • Directors are empowered to allot, issue, grant options over or otherwise dispose of shares—including fractional shares—without further shareholder approval, subject to applicable Listing Rules. • The Company may issue redeemable shares, repurchase its own shares following an ordinary resolution, and finance redemptions or repurchases out of capital as permitted by Cayman Islands law.
2. Member Rights & Meetings • Liability of members is limited to any unpaid amount on their shares. • An annual general meeting must be held within six months of each financial year-end; other meetings may be convened by the board or by shareholders holding at least 10% of voting rights. • All resolutions are decided by poll unless the chair allows a show of hands for purely procedural matters. • The Articles expressly permit fully virtual or hybrid general meetings using approved electronic communication facilities.
3. Board Structure • The board must comprise a minimum of two directors; additional directors may be appointed by ordinary resolution or by the board itself. • One-third of directors (or the nearest number not less than one-third) must retire by rotation at every annual general meeting, ensuring each director faces re-election at least once every three years. • Directors’ written resolutions require unanimity, except where a material conflict involving a substantial shareholder or director exists; such matters must be decided at a duly convened meeting.
4. Dividend & Capital Management • Dividends may be declared out of realised or unrealised profits or share premium, provided they do not exceed the amount recommended by the board. • Scrip dividend alternatives and distributions in specie are permitted, subject to shareholder or board approval. • The Company can capitalise reserves for bonus share issues, including fractional-entitlement arrangements.
5. Indemnity & Insurance • Directors and officers are indemnified out of Company assets against liabilities other than those arising from actual fraud or wilful default. • The Company may advance legal expenses and maintain director and officer liability insurance.
6. Other Notable Provisions • The Company may transfer its incorporation to another jurisdiction or merge/consolidate with other entities, subject to statutory and shareholder approvals. • Books and records must be kept for at least five years; the financial year-end is 31 December. • A shareholder’s unclaimed dividends outstanding for six years revert to the Company.
These updated Articles align Qunabox Group’s corporate framework with current Cayman Islands law, Hong Kong Listing Rules and evolving capital-market practices, providing the board with broader flexibility in capital management and modernising shareholder meeting procedures.
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