Zhongtian Construction (Hunan) Group Limited (abbreviated in the market as ZT HN Group) has adopted its Third Amended and Restated Memorandum and Articles of Association, effective 26 June 2026, setting out a comprehensive corporate-governance framework ahead of its Hong Kong listing (stock code 02433).
Key amendments and corporate parameters
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 is empowered to issue shares with preferential, deferred or other special rights and may create or repurchase treasury shares, subject to Hong Kong Listing Rules. • Share buy-backs are permissible out of capital, and repurchased shares may be held as treasury stock for reissue.
2. Shareholders’ rights and meetings • Annual general meetings must be held within six months after the financial year-end. • The Articles expressly allow physical, hybrid or fully electronic general meetings, enabling real-time participation via electronic facilities and recognising virtual attendance for quorum and voting. • A clear mechanism is introduced for postponement or adjournment of meetings due to unforeseen events (e.g., severe weather or technical disruption). • Shareholders holding at least 10 % of voting rights may requisition extraordinary general meetings or propose additional resolutions.
3. Director framework • Board size remains a minimum of two directors, all of whom must retire by rotation at least once every three years. • Directors’ remuneration is set by shareholders or the Board, with flexibility for additional fees for special services. • Robust provisions address conflicts of interest, board-level decision making, and the appointment of alternate directors.
4. Dividend and reserve policy • Dividends can be declared by shareholders but cannot exceed the Board’s recommendation and must comply with the Companies Act (Cayman Islands) and Hong Kong regulations. • The company may offer scrip dividends, granting shareholders the option to receive dividends in fully paid shares instead of cash. • Unclaimed dividends may be forfeited after six years and revert to the company.
5. Electronic communication • Shareholders can receive corporate communications electronically, and the company may post documents on its website or that of the Hong Kong Stock Exchange, in line with Listing Rule requirements.
6. Indemnity and insurance • Directors, officers and auditors are indemnified against liabilities incurred in the course of their duties, except in cases of wilful default, dishonesty or fraud. • The company may maintain insurance to cover such liabilities.
7. Flexibility in capital management • The Board may issue warrants, create or amend share classes, consolidate or subdivide shares, and convert fully paid shares to stock. • Capital can be reduced or reserves capitalised, subject to special resolution and statutory compliance.
8. Financial reporting and audit • Financial statements will be prepared in accordance with Hong Kong or International Financial Reporting Standards. • Shareholders will receive annual accounts at least 21 days before each annual general meeting.
These updated Articles align the group with current regulatory standards, expand financing and meeting flexibility, and strengthen shareholder protections as ZT HN Group prepares for ongoing compliance under Hong Kong capital-markets governance norms.
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