XIAOCAIYUAN International Holding Ltd. announced that shareholders passed a special resolution on 20 April 2026 to adopt the company’s Third Amended and Restated Memorandum and Articles of Association, which took effect on the same date.
Key highlights from the updated constitutional documents include:
1. Authorised Share Capital • 5.00 billion ordinary shares with a par value of US$0.00001 each, representing a total authorised share capital of US$50,000.
2. Corporate Structure and Capacity • The company remains an exempted limited-liability entity incorporated in the Cayman Islands. • The objects of the company are “unrestricted”, giving the board broad authority to pursue any business activities not prohibited under Cayman law.
3. Shareholder Rights and Meetings • Annual general meetings must be held within six months after each financial year-end (31 December). • A quorum for general meetings is two shareholders; all resolutions (other than purely procedural matters) must be decided by poll. • Meetings can be conducted physically, virtually or in hybrid form, and the chairman is empowered to address technical disruptions during fully electronic or hybrid meetings. • One or more shareholders holding at least 10% of voting rights can requisition an extraordinary general meeting.
4. Board Composition and Powers • The board must consist of at least two directors and comply with Hong Kong Listing Rules by including a minimum of three independent non-executive directors, representing at least one-third of the board. • Directors are subject to retirement by rotation every three years, and any casual vacancy filled by the board must be re-elected at the next annual general meeting. • Directors may approve dividends, manage reserves, issue and repurchase shares (subject to shareholder authorisation), and create or amend employee share schemes.
5. Share Issuance and Capital Management • The board may allot, issue or grant options over shares with preferred or other rights, provided no share is issued at a discount to par value and bearer shares are prohibited. • The company may repurchase its own shares or issue redeemable shares, subject to shareholder approval and compliance with applicable regulations.
6. Dividend Policy • Dividends can be declared out of realised or unrealised profits or share premium. • Shareholders may elect to receive dividends wholly or partly in cash or in fully paid shares (“scrip dividend”) when offered by the board.
7. Indemnification • Directors, officers and auditors are entitled to be indemnified out of company assets against losses incurred in the execution of their duties, provided they have acted in good faith and in the best interests of the company.
8. Continuation, Merger and Consolidation • The company may transfer its domicile by way of continuation to another jurisdiction or merge/consolidate with other entities, subject to approval by special resolution.
These amendments align the company’s governance framework with current Cayman Islands law and Hong Kong Stock Exchange Listing Rules, providing enhanced flexibility for capital management, shareholder communication, and meeting formats.
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