Sino-Ocean Group Holding Limited has adopted an updated Articles of Association by special resolution dated 29 June 2026. The revised charter replaces the previous version first implemented when the company was incorporated in Hong Kong on 12 March 2007 (under the former name “Sino-Ocean Land Holdings Limited,” renamed on 26 May 2016).
Key features of the new Articles include:
1. Board Structure and Governance • Minimum of two directors with no maximum cap; at least one-third must be independent non-executive directors (INEDs). • Directors must convene at least four regular board meetings each financial year. • Written resolutions signed by a majority of directors (meeting quorum requirements) are now expressly recognised as valid board decisions. • Three mandated board committees—Audit, Nomination and Remuneration—with each requiring a majority of INEDs.
2. Flexible General Meeting Formats • Annual and extraordinary general meetings can be held as physical, hybrid or fully virtual meetings. • Members attending via “virtual meeting technology” are deemed present for quorum and voting. • The board may postpone or change meeting arrangements, including switching between physical, hybrid and virtual formats, if deemed “inappropriate, impracticable, unreasonable or undesirable” to proceed as originally notified.
3. Share Capital & Treasury Shares • The company may purchase its own shares, hold them as treasury shares or cancel them, subject to Hong Kong regulations and Listing Rules. • Treasury shares are excluded from voting, dividend entitlement and quorum calculations. • Unclaimed dividends may be invested after one year and forfeited after six years.
4. Electronic Communications • Corporate communications—including listing documents, financial reports and meeting notices—may be distributed electronically or by posting on the company website, provided shareholders’ consent is obtained and statutory requirements are met. • Record-date provisions clarify entitlement to dividends and other distributions, accommodating electronic transfers.
5. Director Protections • Directors, officers and auditors are indemnified against liabilities incurred in the lawful execution of their duties, and the company is empowered to maintain insurance for such liabilities.
6. Shareholder Rights and Protections • Any share class rights can be varied only with approval of holders representing at least 75 % of the voting rights of that class. • Minority safeguards include poll voting for substantive resolutions and detailed provisions governing proxy appointments, electronic voting and quorum.
7. Winding-Up Threshold • A voluntary winding-up now requires approval from at least 75 % of voting shares (excluding treasury shares) present at the relevant general meeting.
These amendments align the company’s constitutional framework with the latest Hong Kong Companies Ordinance (Cap. 622) and Listing Rules, providing enhanced flexibility for digital engagement, clearer governance standards and modern capital-management tools.
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