Golden Power Group Holdings Limited (Golden Power) has approved and adopted a Second Amended and Restated Memorandum and Articles of Association by special resolution dated 21 May 2026. Key elements are outlined below:
• Registered Office and Objects – The company’s registered office remains at Appleby Trust (Cayman) Ltd., Grand Cayman. – Objects are declared “unrestricted” within Cayman Islands law, allowing broad operational flexibility.
• Authorised Share Capital – HK$20.00 million divided into 2.00 billion ordinary shares of HK$0.01 each. – Shares may be issued with preferred, deferred or other rights; bearer shares are prohibited. – Board empowered to issue warrants, options and treasury shares, subject to Hong Kong Listing Rules.
• Meeting & Voting Modernisation – Annual general meetings to be held within six months of each financial year-end. – General meetings may be conducted physically, electronically or in hybrid format, with provisions for multiple meeting locations and electronic participation. – One-share-one-vote preserved; all resolutions to be decided by poll unless procedural matters are handled by a show of hands.
• Directors & Governance – Board size: minimum two directors; one-third must retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. – Directors may appoint alternates; provisions introduced for electronic signatures and board meetings via electronic facilities. – Enhanced indemnity for directors, officers and auditors, and authority to purchase directors’ and officers’ liability insurance.
• Shareholder Rights & Protections – Shareholders holding ≥10% voting rights may requisition extraordinary general meetings and propose resolutions. – Updated rules on electronic delivery of notices, corporate communications and proxy submissions. – Clear procedures for dividend distribution, capitalisation of reserves and treatment of untraceable shareholders (sale of shares after 12 years of no contact).
• Capital Management – Company may repurchase or redeem shares out of capital, hold treasury shares, and finance share buybacks within Cayman and Hong Kong regulatory frameworks. – Flexibility granted for scrip dividends and stock issuance in lieu of cash dividends.
• Audit & Financial Reporting – Auditors to be appointed annually by ordinary resolution; financial statements may be distributed electronically or in summary form in line with Hong Kong Listing Rules.
The updated constitutional documents align Golden Power’s corporate governance framework with current Cayman Islands law, Hong Kong Listing Rules and evolving market practices, particularly in the areas of electronic communication and hybrid meeting arrangements.