East Buy Holding Limited (“East Buy”) has approved a comprehensive overhaul of its governing documents, adopting a Third Amended and Restated Memorandum of Association and a Fourth Amended and Restated Articles of Association by special resolution on 3 November 2026.
Key provisions are as follows:
1. Capital Structure • Authorised share capital: US$100,000 divided into 5 billion ordinary shares with a par value of US$0.00002 each. • The board is empowered to issue shares with or without preferential, deferred or restricted rights, and may create new classes carrying different voting rights. • The company may repurchase its own shares, hold treasury shares and finance share buy-backs, subject to Cayman Islands law and Hong Kong Listing Rules.
2. Shareholding & Settlement • All newly issued shares will be recorded as uncertificated “participating securities”, aligning with Hong Kong’s Uncertificated Securities Market (USM) regime. • The Articles introduce procedures for dematerialisation, electronic transfer via the Central Clearing and Settlement System (CCASS) and UNSRT System, and electronic payment of corporate action proceeds. • Physical share certificates will no longer be issued for participating securities; transfers will occur exclusively through approved electronic systems.
3. Board & Governance • Minimum of two directors; no maximum number specified. • One-third of directors must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Directors may appoint alternates and delegate powers to committees, managers or attorneys. • Directors are indemnified against liabilities arising from the execution of their duties, excluding fraud or dishonesty.
4. Shareholder Rights & Meetings • General meetings can be held physically, electronically or in hybrid form, with provisions for multiple meeting locations and electronic participation. • Notices of annual general meetings require at least 21 clear days; other general meetings require at least 14 clear days. • All resolutions must be decided by poll unless the chairman, on purely procedural matters, permits a show of hands. • Members may receive notices, dividend elections and other corporate communications via electronic means and may lodge proxy instructions electronically.
5. Dividend Flexibility • Dividends may be paid from realised or unrealised profits and, with shareholder approval, from the share premium account. • Shareholders can elect to receive scrip dividends; the board may capitalise reserves to issue fully paid shares in lieu of cash.
6. Audits & Financial Reporting • An external auditor will be appointed annually; audited financial statements must be distributed at least 21 days before the annual general meeting. • The company may provide summary financial statements or make documents available electronically, in line with Listing Rules.
7. Winding-Up & Capital Distribution • On winding-up, surplus assets will be distributed to shareholders in proportion to paid-up capital, with flexibility to distribute assets in specie.
The revised constitution modernises East Buy’s corporate framework, aligning it with Hong Kong’s latest regulatory requirements and enabling fully electronic shareholding, enhanced capital management tools and updated governance practices.
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