CGN Mining Company Limited (abbrev. “CGN Mining”) confirmed that shareholders passed a special resolution at the 18 June 2026 annual general meeting to adopt an Amended and Restated Memorandum of Association and Articles of Association.
Key structural parameters remain unchanged: the company’s authorised share capital is HK$500.00 million, divided into 50.00 billion ordinary shares with a par value of HK$0.01 each. The liability of members continues to be limited to any unpaid amount on their shares, and the company retains the authority—subject to the Cayman Islands Companies Act—to repurchase or redeem its own shares and warrants.
Governance revisions focus on modernising meeting procedures. The Articles now formalise three formats for shareholder meetings—physical, hybrid and fully electronic—allowing attendance and voting via electronic facilities. Notice periods remain 21 days for an AGM and 14 days for other general meetings, but the Board may change, postpone or adjourn meetings if electronic or physical disruptions occur. The quorum for general meetings is set at two shareholders (in person, by proxy or authorised representative).
Board composition rules are clarified: the company must have at least two and no more than 13 directors. One-third of directors (or the nearest number not less than one-third) must retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. Directors may attend meetings electronically, and written resolutions signed by all directors are deemed as valid as board meetings.
Additional updates include authority for scrip dividends, a framework for a “Subscription Right Reserve” to support potential warrant exercises below par value, and explicit provisions for untraceable shareholders, permitting the sale of shares after 12 years of lost contact. The revised documents also reaffirm the company’s power, subject to shareholder approval, to re-domicile outside the Cayman Islands through continuation under another jurisdiction’s laws.
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