Ye Xing Group Holdings Ltd. (stock code 01941) has approved its Third Amended and Restated Memorandum and Articles of Association, effective 30 June 2026, introducing updated capital limits, enhanced governance provisions and greater operational flexibility.
Key amendments and highlights:
1. Authorised Share Capital • Authorised share capital is fixed at HK$5.00 million, divided into 500 million ordinary shares of HK$0.01 each, with power to alter, consolidate, sub-divide or cancel shares as permitted.
2. Board Structure and Rotation • Minimum of two directors is maintained. • All directors—including those with fixed terms—must retire by rotation at least once every three years; retiring directors are eligible for re-election. • Directors’ ordinary remuneration will be set by shareholders or the board, and additional fees may be granted for special services.
3. Shareholder Meetings and Voting • Annual general meetings must be held within six months after each financial year-end. • Meetings can be physical, hybrid or fully electronic; participation via electronic facilities is deemed in-person attendance. • Resolutions are decided by poll unless the chair allows a show of hands; each fully paid share carries one vote.
4. Capital Management Flexibility • Board may issue shares with or without preferred rights, grant options, or create warrants. • The company may repurchase its own shares, hold treasury shares and re-issue or cancel them, subject to Hong Kong Listing Rules and Cayman Islands law. • Dividends may be paid in cash or satisfied wholly or partly by scrip; shareholders can elect cash or share alternatives when offered.
5. Indemnity and Insurance • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in the course of their duties, except in cases of dishonesty, wilful default or fraud. • The company may maintain insurance or other arrangements to cover such liabilities.
6. Untraceable Shareholders • Shares of holders uncontactable for 12 years and meeting specified conditions may be sold; net proceeds will be held for claim by former holders.
7. Subscription Right Reserve • A dedicated reserve will be established if warrant exercise prices fall below par value, ensuring sufficient funds to issue fully-paid shares upon exercise.
8. Dividends and Reserves • Dividends cannot exceed board recommendations and must comply with the Companies Act. • Surplus profits may be capitalised into fully paid shares or other distributions as approved.
9. Record Date & Notices • Record dates for dividends, voting and other entitlements may be set by board resolutions. • Corporate communications may be delivered electronically or posted on the company’s and Hong Kong Stock Exchange websites, subject to Listing Rules.
These revisions align the company’s constitutional documents with current regulatory requirements, provide mechanisms for electronic governance, and expand the board’s flexibility in capital and treasury share management.