Newlink Technology Inc. (NEWLINK TECH, 09600) has adopted its Fourth Amended and Restated Memorandum and Articles of Association by special resolution passed and made effective on 10 June 2026.
Key capital details • Authorised share capital is fixed at US$50,000, divided into 50 billion ordinary shares with a nominal value of US$0.000001 each. • The company is empowered to issue shares with preferred, deferred or other special rights, and may issue or acquire its own shares or warrants subject to Cayman Islands law and Hong Kong listing rules. • Shares may be consolidated, subdivided, redeemed or repurchased as approved by the board and shareholders, with the company also able to finance its own share buy-backs.
Governance framework • Board composition: a minimum of two directors, with power to fill casual vacancies and appoint additional members; one-third of directors are required to retire by rotation at each annual general meeting. • Meetings: a quorum of two directors is required; resolutions may be passed by written consent signed by all directors. • Shareholder meetings: an annual general meeting must be held within six months after the financial year-end (31 December). Notice periods are set at 21 days for AGMs and 14 days for extraordinary general meetings. Quorum is two shareholders present. • Virtual participation is expressly permitted through approved communication facilities, enabling fully virtual or hybrid general meetings.
Dividend and capital management • Dividends may be declared by shareholders up to the amount recommended by the board; interim, special or scrip dividends are permitted. • Unclaimed dividends can be invested for the company’s benefit and may be forfeited after six years. • The board may capitalise reserves for distribution as fully-paid shares or to settle unpaid amounts on partly paid shares.
Other notable provisions • The company may transfer its domicile by way of continuation outside the Cayman Islands or merge/consolidate with other entities, each requiring shareholder approval by special resolution. • Directors and officers are entitled to indemnification out of company assets against liabilities incurred in their official capacities, subject to Cayman Islands law.
The updated constitutional documents replace all prior versions and are now the governing charter for NEWLINK TECH’s operations and corporate governance.
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