Manycore Tech Inc. (MANYCORE TECH, stock code 00068) has published its Tenth Amended and Restated Memorandum and Articles of Association, conditionally adopted on 1 April 2026 and set to take effect upon the company’s listing on The Stock Exchange of Hong Kong Limited (HKEX).
Key corporate provisions are summarised below:
1. Corporate Structure • Incorporated: Cayman Islands, company limited by shares. • Registered office: Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman. • Objects: Unrestricted; the board may pursue any activity not prohibited by Cayman law. • Liability: Limited to the unpaid amount on each member’s shares. • Continuation: The company may register by way of continuation outside the Cayman Islands and deregister locally, subject to requisite approvals.
2. Share Capital Framework • Authorised share capital: US$100,000 divided into 4.00 billion shares with a par value of US$0.000025 each. • Share classes: Flexibility to issue shares with preferred, deferred, qualified or other special rights; bearer shares are prohibited. • Treasury shares: The board can determine whether repurchased shares are held in treasury or cancelled. • Buy-backs & Redemptions: Permitted subject to member resolutions and compliance with HKEX/SFC regulations. Purchases by tender must be offered to all shareholders equally. • Variation of class rights: Requires written consent of not less than 75% in nominal value of the affected class or a special resolution at a class meeting. • Warrants: Issuance allowed; bearer warrants disallowed while a recognised clearing house is a member.
3. Governance & Board Structure • Board size: Minimum two directors; appointments to fill casual vacancies or as additional directors until the next annual general meeting (AGM). • Retirement by rotation: At each AGM, one-third of directors (or nearest whole number) retire; every director faces re-election at least once every three years. • Removal: Directors can be removed by ordinary resolution or by written notice from 75% of fellow directors. • Meetings: Quorum of two directors; participation via tele- or video-conference allowed. • Voting restrictions: Directors and their close associates must abstain where material interests exist, with specified exemptions (e.g., employee share schemes).
4. Shareholder Rights & Meeting Mechanics • AGMs: To be held within six months after each financial year-end (31 December). • Notice periods: 21 days for AGMs; 14 days for extraordinary general meetings (EGMs). • Quorum: Two members present (excluding treasury share holders). • Virtual meetings: Permitted using approved communication facilities; provisions in place for technical failures. • Voting: One share, one vote on a poll; show-of-hands allowed only for procedural matters. • Proxy rules: Members may appoint multiple proxies; recognised clearing house may appoint multiple corporate representatives.
5. Dividend & Reserve Policy • Dividends: Must be paid from profits or share premium; interim, special and scrip dividends allowed at board discretion. • Scrip dividends: Members may elect cash or shares subject to board-set terms. • Unclaimed dividends: Cheques uncashed for 12 years may lead to share sale; proceeds accrue to the company.
6. Financial Reporting & Audit • Financial year end: 31 December. • Accounts: Books kept at Hong Kong principal office or other board-designated location; summary financial statements can substitute full reports subject to regulatory compliance. • Audit: External auditors appointed annually by ordinary resolution; removal requires shareholder approval.
7. Indemnification • Directors, auditors and officers entitled to indemnity from company assets for losses incurred in the course of duties, subject to Cayman law.
These updated constitutional documents establish Manycore Tech’s governance, capital structure and shareholder protections in preparation for its proposed HKEX listing.