China Literature Limited (stock short name: China Literature) has adopted its Tenth Amended and Restated Memorandum and Articles of Association by special resolution dated 2 June 2026, introducing the following structural and governance features:
• Authorised Share Capital – Maintained at US$1.00 million, divided into 10.00 billion shares of US$0.0001 par value each, with flexibility to issue, repurchase or redeem shares and warrants subject to Cayman Islands law and Hong Kong Listing Rules.
• Board Composition and Powers – Minimum of two directors; vacancies may be filled by the Board. – Directors may conduct meetings through electronic communication facilities, and written resolutions signed by all directors are permitted except for matters involving material conflicts of interest. – Directors prohibited from voting where they or their close associates hold a material interest, except for specified exemptions (e.g., employee share schemes, pro-rata offers).
• Shareholder Meetings – Annual general meeting to be held within six months of financial year-end. – Extraordinary general meetings can be convened by the Board or by shareholders holding at least 10% of voting rights. – Meetings may be held physically, virtually, or in hybrid format; polls are the default voting method.
• Capital Management – Company empowered to consolidate, subdivide, cancel, or reduce share capital by ordinary or special resolution, as applicable. – Share repurchases may be funded out of capital, subject to relevant regulations. – Scrip dividend mechanism retained, allowing shareholders to elect to receive dividends in fully-paid shares.
• Investor Protection and Transparency – Register of members may be inspected by shareholders without charge during business hours. – Unclaimed dividends revert to the Company after six years; untraceable shareholdings may be sold after 12 years under defined safeguards, with proceeds held for claimants. – Statutory indemnity granted to directors and officers against liabilities incurred in the execution of their duties, funded from corporate assets.
• Corporate Actions – The Company may merge, consolidate, or continue into another jurisdiction with shareholder approval via special resolution.
The updated Articles align China Literature’s corporate governance with current Cayman Islands law and Hong Kong Listing Rules, enhancing operational flexibility while reinforcing shareholder rights and procedural clarity.
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