Tingyi (Cayman Islands) Holding Corp. (stock code: 00322) has approved an Amended and Restated Memorandum and Articles of Association, effective 8 June 2026, following a special resolution of shareholders. Key provisions are as follows:
• Domicile and Capital Structure – The company remains incorporated in the Cayman Islands with its registered office at Maples Corporate Services, Ugland House, Grand Cayman. – Authorised share capital is set at US$35.00 million, divided into 7.00 billion ordinary shares of US$0.005 par value each. – The board retains discretion to issue, subdivide, consolidate, redeem or repurchase shares, and to create new classes with preferred, deferred or other special rights.
• Shareholder Rights & Meetings – An annual general meeting (AGM) must be held within six months after each financial year-end. – Extraordinary general meetings can be requisitioned by holders of at least 10 % of total voting rights. – Quorum for general meetings is two shareholders entitled to vote. – Shareholders may attend meetings physically or through approved communication facilities such as video-conferencing. – Resolutions may be passed by written consent if signed by all members entitled to vote.
• Board Composition & Powers – Minimum of two directors; the board may appoint additional directors to fill vacancies until the next AGM. – Directors’ remuneration is subject to shareholder approval; extra pay may be granted for special services. – Directors are allowed to hold other offices or profit positions within the company, subject to disclosure of interests. – The board may delegate powers to committees, appoint managers, and grant powers of attorney.
• Shareholder Protections – Transfer of partly-paid shares may be refused under specified conditions. – Detailed provisions govern liens, forfeiture, and share buy-backs, with the company empowered to purchase its own shares subject to statutory and exchange rules. – Comprehensive procedures are set for dividend payments, unclaimed dividends (forfeitable after six years), and scrip dividend alternatives.
• Capital Management – The company may alter share capital via consolidation, subdivision, or cancellation, and can reduce capital by special resolution in accordance with Cayman law. – Mechanisms are included for capitalisation of reserves and bonus share issues.
• Continuation & Winding-Up – The company is authorised, with shareholder approval, to deregister in the Cayman Islands and continue as a body corporate in another jurisdiction. – In liquidation, assets will be distributed to shareholders proportionally; excess reserves may be allocated as determined by the liquidator and shareholders.
• Governance Enhancements – Updated notice provisions allow electronic delivery, website publication, and advertisement in line with Hong Kong Listing Rules. – Amendments provide for virtual/hybrid meetings and clarify use of electronic communication for corporate documents.
The revised constitutional documents align Tingyi’s governance framework with current Cayman Islands legislation and Hong Kong listing requirements, offering greater flexibility in capital management and modernising shareholder communication channels.
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