Sinohope Tech (01611 HK), incorporated in the British Virgin Islands as Bitfire Group Holdings Limited, has filed a Second Amended and Restated Memorandum and Articles of Association following shareholder approval at an Extraordinary General Meeting on 27 Feb 2026. Key provisions are set out below.
• Authorised Share Capital The company is authorised to issue up to 900 million ordinary shares of HK$0.001 par value each. Section 46 pre-emptive rights under the BVI Business Companies Act are disapplied, giving the board flexibility to issue shares without first offering them to existing holders.
• Meetings & Voting – Annual general meetings must be held within six months after each financial year-end, with 21-day notice; extraordinary general meetings require 14-day notice. – Hybrid and fully electronic general meetings are expressly permitted. – A poll is mandatory on all substantive resolutions; procedural matters may still be decided on a show of hands. – Members holding at least 10 % of voting rights can requisition a meeting; the board must act within 21 days. – Each share carries one vote. Treasury shares have no voting rights.
• Board Structure – Minimum of two directors; no maximum stipulated. – Directors may appoint alternates and proxies. – All directors are subject to retirement by rotation at least once every three years. – The board may establish local or regional committees and delegate powers, including share repurchases.
• Share Repurchase & Treasury Shares The company may repurchase its own shares or hold them as treasury shares in accordance with BVI law and Hong Kong Listing Rules, without a separate board resolution for each transaction.
• Dividends & Scrip Option Dividends can be declared if the board is satisfied that the company remains solvent post-payment. Shareholders may be offered scrip dividends or cash alternatives.
• Member Protection & Indemnity Directors, auditors and officers are indemnified out of company assets against liabilities incurred in defending proceedings where judgment is given in their favour or they are acquitted.
• Liquidation & Continuation The company retains the right to: 1) Voluntarily wind up with a special resolution; 2) Continue as a body corporate in another jurisdiction; 3) Merge or consolidate with other entities pursuant to the BVI Act.
The updated constitutional documents were filed with the BVI Registrar on 6 Mar 2026 and take immediate effect, providing Sinohope Tech with a modernised corporate governance framework aligned with electronic communication practices and Hong Kong regulatory requirements.
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