Fosun International Limited (Fosun International) has adopted an entirely updated set of Articles of Association, effective 5 June 2026, following approval by special resolution.
Key structural changes include:
• Shareholder Meetings – The new articles formally permit physical, hybrid and fully virtual general meetings. Quorum, voting and adjournment rules have been revised to reflect simultaneous participation at multiple venues and via electronic platforms, with detailed procedures for technology failures and meeting postponements.
• Treasury Shares – The company may now hold repurchased shares in treasury rather than cancelling them automatically. Treasury Shares carry no dividend or voting rights and may be re-sold subject to Hong Kong regulations.
• Super-Majority Requirements – Any alteration of articles or voluntary winding-up must secure at least three-fourths of voting rights present. Alterations to class rights also require a super-majority of three-fourths within that class.
• Board Powers and Indemnities – Directors receive wider authority to delegate, hold offices of profit and obtain indemnification for liabilities incurred in the course of duty, consistent with Hong Kong Companies Ordinance limits.
• Electronic Communication – Notices, proxy appointments, financial statements and other corporate communications may be distributed electronically, with members able to elect language and format.
• Capital Management – The board retains discretion to issue redeemable shares, warrants, options and to effect share consolidations or subdivisions, subject to shareholder approval where required.
The updated document replaces legacy provisions under Table A and the previous model articles, aligning Fosun International’s corporate governance framework with current Hong Kong regulatory practices and digital communication standards.
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