Hyfusin Group Holdings Limited announced the adoption of its Third Amended and Restated Memorandum and Articles of Association, approved by special resolution on 5 June 2026. The new constitutional document replaces the version adopted on 21 May 2021 and updates the company’s corporate governance framework across several key areas:
1. Capital Structure • Authorised share capital is fixed at HK$50.00 million, divided into 5.00 billion ordinary shares of HK$0.01 each. • The Board retains discretion to issue new shares (including preference shares), warrants, options and other securities, and may classify shares as treasury shares when repurchased or redeemed.
2. Shareholder Meetings • Enables physical, hybrid or fully electronic general meetings; shareholders may attend and vote through approved electronic facilities. • Quorum for general meetings remains two shareholders, with all votes taken by poll unless the chairman permits a show of hands.
3. Board Composition and Rotation • Minimum two directors; one-third of the Board (or the nearest higher whole number) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Directors may appoint alternates; close-associate conflicts carry specific voting restrictions.
4. Share Repurchases and Treasury Shares • The company may buy back its own shares, hold them as treasury shares, cancel them or reissue them, subject to Hong Kong Stock Exchange rules. • Treasury shares carry no voting or dividend rights until reissued.
5. Electronic Communication • Shareholders can elect to receive corporate communications electronically or as summarised financial statements. • Notices may be served by electronic means or posted on the company’s website and HKEX website, aligning with Listing Rules.
6. Dividend Flexibility • Allows scrip dividends, dividends in specie and the creation of a “subscription right reserve” to support warrant conversions below par value without using capital.
7. Enhanced Shareholder Protections • Clear procedures for share transfers, transmission, forfeiture, lien enforcement and treatment of untraceable shareholders. • Statutory indemnity for directors and officers is reaffirmed, and the company may maintain insurance for their benefit.
8. Record-Keeping and Inspection • Mandates proper registers of shareholders, charges and directors; sets inspection rights in line with Hong Kong and Cayman Islands requirements.
The revised memorandum and articles are effective immediately and are intended to provide Hyfusin Group with greater operational flexibility, improved compliance with Hong Kong Listing Rules and modernised provisions for electronic governance.
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