ETHK Labs Inc. (HKEX: 01931) has secured shareholder approval to implement its Fourth Amended and Restated Articles of Association at the general meeting held on 30 June 2026. The comprehensive overhaul updates ETHK Labs’ constitutional framework in line with the latest Cayman Islands Companies Act (As Revised) and Hong Kong Listing Rules.
Key changes include:
1. Capital Structure and Share Flexibility • The company’s share capital is denominated in shares with a par value of US$0.0005 each. • The Board is empowered to repurchase shares, hold treasury stock and finance share buy-backs out of capital or other permissible reserves. • Unissued shares may be allotted, and warrants or convertible securities can be issued at the Board’s discretion, provided no shares are issued below par.
2. Meetings and Shareholder Rights • Annual general meetings must be convened within six months after the financial year-end. • General meetings may be conducted physically, in hybrid format or wholly electronically, with the chairman authorised to resolve any technical or procedural issues arising during virtual sessions. • Shareholders holding at least 10 % of paid-up capital can requisition extraordinary general meetings. • All members retain the right to speak and vote at general meetings, subject to Listing Rule restrictions on conflicted votes.
3. Board Composition and Rotation • The Board must comprise a minimum of two directors with no maximum cap unless set by shareholders. • At each annual general meeting, one-third of directors (or the nearest higher whole number) must retire by rotation, ensuring every director faces re-election at least once every three years. • The Articles formalise procedures for director removal by ordinary resolution and introduce provisions for electronic board meetings and written resolutions.
4. Digital Communication and Record-Keeping • Notices, corporate communications and dividend instructions may be delivered electronically or via the company’s website, subject to shareholder consent. • The company can accept electronic instructions from shareholders for dividend elections, proxy appointments and other corporate actions.
5. Dividend Policy and Scrip Option • Dividends may be declared from realised or unrealised profits, share premium or other distributable reserves. • The Board is authorised to offer scrip dividends, allowing shareholders to elect to receive dividends in fully paid shares instead of cash.
6. Enhanced Indemnity • The Articles reaffirm indemnification for directors, officers and auditors against liabilities incurred in the performance of their duties, excluding fraud or dishonesty.
7. Amendment Threshold • Future changes to the memorandum or articles, or any change to the company’s name, will require shareholder approval by special resolution.
The revised Articles position ETHK Labs for greater operational agility, modernised governance and improved engagement with its shareholders in an increasingly digital corporate environment.
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