MOON INC. (恆月控股有限公司) has approved a Second Amended and Restated Memorandum and Articles of Association, effective upon the special resolution passed at its annual general meeting on 30 September 2026. Key provisions are as follows:
• Capital Structure – Authorised share capital is set at HK$100.00 million, divided into 10.00 billion ordinary shares with a par value of HK$0.01 each. – The Board is empowered to repurchase, redeem or hold treasury shares and may finance share buy-backs out of capital or other legally available funds. – The company may issue new shares with or without preferential rights and can alter its capital by ordinary resolution, including consolidation, subdivision, or cancellation of shares.
• Corporate Objects and Powers – The company’s objects are unrestricted, allowing activities such as acting as a holding or investment company and trading in securities, foreign exchange and commodities. – The entity may deregister in the Cayman Islands and continue in another jurisdiction, subject to the Companies Act.
• Governance Enhancements – Introduction of electronic, hybrid and physical general meeting formats, with provisions for multiple meeting locations and electronic participation and voting. – Alignment with Hong Kong’s uncertificated securities market regime (USM Rules), enabling electronic share issuance, transfer and registration without physical certificates. – Establishment of procedures for electronic communication with shareholders, including dividend elections, proxy appointments and distribution of corporate action proceeds via electronic channels.
• Board and Shareholder Rights – Minimum of two directors; no maximum prescribed. – One-third of directors (or the nearest higher number) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. – Directors may be removed by ordinary resolution at any general meeting.
• Dividend & Capital Management – Dividends may be paid from realised or unrealised profits, share premium account or other distributable reserves, and can be satisfied in cash or in fully-paid shares at the board’s discretion. – A subscription rights reserve mechanism has been created to support warrant holders should exercise prices fall below par value.
• Registered Office & Administration – Registered office remains at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Grand Cayman, KY1-1111, Cayman Islands. – Financial year-end is 31 March. – The financial statements must be audited annually; auditors are appointed by shareholders at the annual general meeting.
The updated charter positions MOON INC. for greater operational flexibility, fully digital share administration and modern corporate governance practices aligned with Hong Kong listing requirements.
Comments