Sinohealth Technology Holdings Limited (“Sinohealth Tech”) has adopted its Fifth Amended and Restated Memorandum and Articles of Association by special resolution dated 18 June 2026.
Key points:
• Authorised Share Capital – The company now has authorised capital of US$20.00 million, divided into 2.00 billion shares with a par value of US$0.01 each.
• Corporate Flexibility – Objects are “unrestricted,” enabling the company to engage in any lawful activity worldwide. – The board may issue shares with preferred, deferred or other special rights and may create redeemable shares, warrants and other convertible securities.
• Treasury Shares & Buy-backs – Shares repurchased may be cancelled or held as treasury shares, and treasury shares carry no voting or dividend rights while held by the company.
• Meetings & Voting – General meetings may be conducted physically, electronically or in hybrid form; two shareholders form a quorum. – Most corporate actions require an ordinary resolution (simple majority). – Certain matters—including alteration of the Memorandum & Articles—require a “Supermajority Resolution” passed by at least 75 % of votes cast.
• Board Structure – The company must have a minimum of two directors. – One-third of directors (or the nearest whole number) must retire by rotation at each annual general meeting; every director is subject to re-election at least once every three years. – Directors may appoint alternates and can delegate powers to committees.
• Dividend Framework – Dividends may be paid out of realised or unrealised profits or, with shareholder approval, from the share premium account or other distributable reserves. – Scrip dividends are permitted, allowing shareholders to receive dividends in fully-paid shares.
• Borrowing & Security – The board is empowered to borrow money and issue debentures or other securities, and to mortgage or charge company assets as security.
• Indemnity – Directors, officers and trustees acting for the company are indemnified against liabilities except those arising from fraud or dishonesty.
• Winding-up – On liquidation, surplus assets (after settling liabilities) will be distributed to shareholders in proportion to paid-up capital; distribution in specie is allowed with a Supermajority Resolution.
• Registered Office – The registered office is situated at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
The updated constitutional document replaces all prior versions and provides the governing framework for Sinohealth Tech’s operations, capital management and corporate governance going forward.
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