DINGDANG HEALTH Publishes Fifth Amended & Restated Memorandum and Articles, Sets 5 Billion-Share Capital Structure

Bulletin Express
昨天

Dingdang Health Technology Group Ltd. (stock code: 09886, “Dingdang Health”) has released its Fifth Amended and Restated Memorandum and Articles of Association, conditionally approved by special resolution on 23 June 2026. The document formalises the corporate constitution that will govern the company’s operations, capital structure and shareholder rights.

Key corporate details • Name and domicile: Dingdang Health Technology Group Ltd., a Cayman Islands exempted company limited by shares, with its registered office at Maples Corporate Services Limited, Ugland House, Grand Cayman. • Authorised share capital: US$0.50 million divided into 5.00 billion ordinary shares of US$0.0001 par value each. • Objects: Unrestricted; the company may pursue any activity not prohibited under Cayman Islands law. • Member liability: Limited to any amount unpaid on their shares. • Redomiciliation: Authority to register by continuation outside the Cayman Islands and to deregister locally.

Shareholder-related provisions • Share issuance: Directors may allot, issue or grant options over shares with preferred, deferred or other rights, subject to shareholder direction. No bearer shares permitted. • Share buy-backs and redemptions: Company may issue redeemable shares and repurchase its own shares in line with Cayman law and Hong Kong Listing Rules, with purchases requiring prior ordinary-resolution approval. • Capital adjustments: By ordinary resolution, shareholders can increase capital, consolidate or subdivide shares, or cancel unissued shares. Special resolutions can alter the company name, amend constitutional documents or reduce capital. • Dividend policy: Dividends may be paid from realised or unrealised profits or share premium. Interim, final or special dividends—and scrip alternatives—are at directors’ discretion, subject to shareholder approval where required.

Governance framework • Board composition: Minimum two directors; additional directors can be appointed by ordinary resolution or by the board (subject to re-election at the next AGM). • Rotation: One-third of directors retire by rotation at each AGM; every director faces re-election at least once every three years. • Meetings: Annual general meeting to be held within six months after each financial year-end (31 December). Directors may convene virtual or hybrid shareholder meetings using approved communication facilities. • Voting: All resolutions decided by poll unless the chair allows a show of hands on procedural matters. Members may appoint multiple proxies; corporate and clearing-house representatives enjoy full voting rights. • Indemnification: Directors and officers are indemnified against liabilities except in cases of actual fraud or wilful default; the company may advance legal costs and maintain directors’ and officers’ insurance.

Administrative arrangements • Register of Members: May include branch registers; closure limited to 30 days per year (60 days with shareholder approval). • Notice periods: 21 clear days for AGMs and 14 clear days for EGMs, with provisions for postponement due to severe weather or other events. • Financial reporting: Audited financial statements and reports to be presented at each AGM; auditors appointed annually by shareholders. • Unclaimed dividends: Funds unclaimed for six years revert to the company after due notice.

The revised constitutional documents provide Dingdang Health with expanded flexibility in capital management, modernised governance mechanisms—including virtual meetings—and reinforced protections for directors and officers, aligning the company’s framework with contemporary regulatory and listing requirements.

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