Tai Sang Land Adopts Updated Articles of Association to Align with Hong Kong Companies Ordinance

Bulletin Express
05/22

Tai Sang Land Development Limited has approved and adopted a comprehensive set of updated Articles of Association by way of special resolution dated 22 May 2026.

Key highlights of the new Articles include:

1. Governance Framework • The company formally excludes the model articles under Schedule 1 of the Companies (Model Articles) Notice (Cap. 622H) and replaces them with bespoke provisions that address its specific operational needs. • The updated text expressly confirms limited liability for shareholders and the non-recognition of trust arrangements on the register of members.

2. Electronic and Hybrid Meeting Flexibility • Directors are empowered to convene shareholder meetings at physical locations, through virtual meeting technology, or via a hybrid format. • Detailed rules cover quorum, voting, adjournment and reconvening procedures when using virtual meeting technology, safeguarding members’ ability to “listen, speak and vote.”

3. Enhanced Communication Channels • The Articles permit distribution of corporate communications in hard copy or electronic form, by email, through a designated website, or by other electronic means, in line with Chapter 622 and Listing Rules requirements.

4. Share Capital Management Tools • The Board may issue shares with preferred or deferred rights, create warrants, and implement share buy-back programmes, subject to the Listing Rules and Securities and Futures Ordinance guidelines. • Provisions allow capital alterations, including share consolidation, subdivision, bonus issues, and share redemptions, with mechanisms for handling fractional entitlements.

5. Director & Board Matters • The minimum number of directors remains at two, with rotation ensuring each director faces re-election at least once every three years. • Conflict-of-interest rules reflect current Listing Rules definitions of “close associate” and “connected entity,” restricting voting where material interests exist. • The Board may appoint alternate directors, create board committees, and delegate powers, while retaining authority over calls, forfeitures, and lien enforcement.

6. Dividend Payments & Unclaimed Shares • Dividends may be paid in cash, scrip, or in-specie. • Shares belonging to untraceable members can be sold after 12 years of inactivity, following prescribed notice and advertising procedures, with proceeds reverting to the company.

7. Indemnity & Insurance • Directors, officers and auditors receive indemnity “so far as may be permitted” by the Companies Ordinance, and the company may purchase liability insurance for them.

The revised Articles position Tai Sang Land to operate with greater procedural clarity, digital flexibility and alignment with Hong Kong’s current corporate governance standards.

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