Horizon Construction Development Limited (HORIZON CD, 09930) has formally adopted its Fifth Amended and Restated Memorandum and Articles of Association, following a special resolution passed on 9 June 2026.
Key updates include:
• Authorised Share Capital: Maintained at US$100,000, divided into 5.00 billion ordinary shares with a nominal value of US$0.00002 each, preserving existing shareholder structures while allowing future issuances.
• Unrestricted Objects Clause: The company retains full power to engage in any lawful business activity, granting management wide strategic latitude.
• Enhanced Corporate Actions: – The Board is empowered to issue shares with varied rights, create or redeem shares, and authorise warrants subject to Hong Kong Listing Rules. – Provisions allow purchase or redemption of the company’s own shares, subject to shareholder approval and regulatory compliance. – The company can reorganise capital through consolidations, subdivisions, cancellations, and capital reductions via ordinary or special resolutions.
• Governance Framework: – Minimum of two directors; all directors subject to re-election at least every three years. – Clear rules on board meetings, director appointments, voting procedures, and conflicts of interest. – Flexibility for physical, hybrid, or fully virtual general meetings, with detailed protocols for notice periods, quorum, adjournments and use of communication technologies.
• Shareholder Rights & Protections: – Detailed provisions on share transfers, forfeiture, lien, and untraceable shareholders. – Dividend payments may be satisfied in cash or scrip, with mechanisms for fractional entitlements. – Members can approve capitalisation of reserves and distributions in specie during winding-up.
• Corporate Restructuring Capability: The new Articles explicitly permit continuation to another jurisdiction, mergers or consolidations, and indemnification of directors and officers.
The updated constitutional documents position HORIZON CD for greater operational flexibility and alignment with evolving Cayman Islands Companies Act requirements and Hong Kong Listing Rules.