GT Gold Holdings Limited has adopted an amended and restated Memorandum and Articles of Association, effective 16 September 2026, following shareholder approval by special resolution.
Key revisions and features are as follows:
1. Share Capital • Authorised share capital is set at HK$160.00 million, divided into 160.00 billion ordinary shares with a par value of HK$0.001 each. • The company is empowered to repurchase its own shares, hold treasury shares, cancel or re-issue them, and finance share buy-backs out of capital or other permissible reserves. • Treasury shares are excluded from voting, dividend, and quorum calculations.
2. Corporate Objects and Powers • The company’s objects are unrestricted, explicitly covering holding-company activities and investment operations in securities, commodities, foreign exchange and other financial instruments. • GT Gold is authorised to exercise all the powers of a natural person, subject to Cayman Islands licensing requirements.
3. Capital Management Flexibility • Directors may alter share capital by consolidation, subdivision, conversion or cancellation, and may issue preference or restricted-voting shares when required. • Financial assistance for third-party purchases of the company’s shares is permitted within statutory limits.
4. Governance Modernisation • Electronic, hybrid and fully virtual general meetings are now expressly allowed, with detailed rules on quorum, voting and adjournment via electronic facilities. • Written shareholders’ resolutions remain valid and binding when unanimously signed. • Directors may pass written board resolutions, except on matters where material conflicts of interest exist.
5. Dematerialisation & UNSRT System Compliance • The Articles embed compliance with Hong Kong’s Uncertificated Securities Market (USM) regime, enabling title transfer and registration of prescribed securities— including GT Gold’s listed shares—via electronic systems such as CCASS and UNSRT. • Paper share certificates will cease to be issued for participating securities once they enter the USM, except where required by law or regulation.
6. Enhanced Notice & Communication • Shareholders can elect to receive corporate communications electronically. • Notices may be distributed through email, website publication or other electronic means in line with Listing Rules.
7. Directors & Management • No maximum number of directors is prescribed; the minimum remains two. • Directors may be removed by ordinary resolution before the end of their term and may appoint alternates. • The board retains wide delegation powers, including the authority to establish committees, local boards and powers of attorney.
8. Indemnity • Directors, officers and auditors are indemnified against costs and liabilities incurred in the execution of their duties, barring fraud or dishonesty.
9. Financial Year • The financial year-end remains 31 March, with the next period beginning 1 April.
The updated corporate charter provides GT Gold with broader capital-raising tools, supports a fully electronic securities environment and modernises shareholder engagement mechanisms.
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