TOMO Holdings Limited has adopted an amended and restated Memorandum of Association and Articles of Association, introducing a series of corporate-governance and capital-management provisions that will guide the company from 5 June 2026 onward.
Key Highlights
1. Registered Structure • Jurisdiction: Cayman Islands; exempted company limited by shares. • Registered office: Conyers Trust Company (Cayman) Limited, Cricket Square, Grand Cayman.
2. Authorised Share Capital • Total authorised: HK$100 million, divided into 10 billion shares with a par value of HK$0.01 each. • The Board is empowered to issue, allot, redeem or purchase shares, including treasury shares, and to create new share classes or attach different voting rights where permitted.
3. Board Composition and Rotation • Minimum of two directors; no maximum set. • One-third of directors (or the number nearest to one-third) must retire by rotation at every annual general meeting, ensuring each director faces re-election at least once every three years. • Shareholders may remove a director by ordinary resolution at any general meeting.
4. Shareholder Meetings • Annual general meeting must be held within six months after each financial year-end. • Extraordinary general meetings can be requisitioned by shareholders holding at least 10 % of paid-up share capital. • Hybrid and fully electronic meetings are expressly permitted; a two-member quorum is required.
5. Dividend Policy and Reserves • Dividends may be declared from realised or unrealised profits, or from share-premium reserves, subject to directors’ recommendation. • Interim dividends may be paid at the Board’s discretion. • A scrip-dividend alternative and capitalisation of reserves are allowed.
6. Capital-Management Flexibility • The company may repurchase its own shares and hold them as treasury shares. • Directors may issue warrants, convertible securities or debentures, and provide financial assistance for share purchases within legal limits.
7. Electronic Communications • Notices, dividend instructions, proxy appointments and other shareholder communications can be sent or received electronically. • Documents may be made available via the company’s website, satisfying statutory distribution requirements.
8. Indemnification • Directors, officers, auditors and liquidators are indemnified out of company assets against liabilities arising from the execution of their duties, excluding fraud or dishonesty.
9. Financial Year-End • The financial year ends on 31 December.
The updated constitutional documents equip TOMO Holdings with greater operational flexibility, streamlined electronic communication channels and modern governance standards aligned with current Hong Kong Listing Rules.
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