Angelalign Technology Inc. (Angelalign) announced that shareholders passed a special resolution on 19 May 2026 approving the company’s Third Amended and Restated Memorandum and Articles of Association. Key provisions are as follows:
1. Capital Structure • Authorised share capital is fixed at US$50,000, divided into 500 million ordinary shares with a par value of US$0.0001 each. • The Board is empowered to issue new shares, create share classes with different rights, and issue warrants. No bearer shares are permitted. • The company may repurchase or redeem its own shares and provide financial assistance for such transactions, subject to Hong Kong Listing Rules.
2. Corporate Flexibility • Objects of the company are “unrestricted,” giving the Board wide latitude in business activities. • Angelalign may migrate its place of incorporation out of the Cayman Islands by way of continuation and may carry out mergers or consolidations with Board and shareholder approval (special resolution).
3. Governance Framework • Minimum of two directors; no shareholding qualification required. • At every annual general meeting, one-third of directors (or the nearest lower number) must retire and be eligible for re-election; each director faces re-election at least every three years. • Directors may be removed by ordinary resolution and may appoint alternates. • General-meeting quorum is two members; resolutions are decided by poll unless purely procedural.
4. Shareholder Rights • Every fully paid share carries one vote. • Dividends may be paid in cash or, at the Board’s discretion, in fully-paid shares via scrip dividend alternatives. • The company can sell shares of “untraceable” members after 12 years of returned dividend cheques and no contact, with proceeds held for the former member as unsecured debt.
5. Protection Provisions • Directors and officers are indemnified against liabilities incurred in defending proceedings where judgment is given in their favour. • A share premium account will be maintained and can be applied for purposes permitted under Cayman law.
6. Administrative Updates • The registered office remains at Maples Corporate Services Limited, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. • Financial year-end is 31 December. • The Articles introduce electronic means for serving notices and conducting meetings, aligning with HKEX requirements.
The revised constitutional documents take effect immediately following shareholder approval, providing Angelalign with an updated corporate governance framework and expanded operational flexibility.
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