Renrui Human Resources Technology Holdings Limited (“Renrui HR”) has adopted a comprehensive 2026 Amended and Restated Memorandum and Articles of Association following a special resolution passed on 10 June 2026. The updated constitutional documents replace the previous 2019 version and introduce an expanded capital framework and modernised corporate-governance mechanisms.
Key capital terms • Authorised share capital is confirmed at US$100,000, divided into 2.00 billion ordinary shares with a nominal value of US$0.00005 each. • The Board is empowered to issue new shares with preferred, deferred, qualified or other special rights and may create redeemable shares and share warrants subject to Hong Kong Listing Rules. • The company retains the ability to repurchase its own shares or warrants and to provide financial assistance for such transactions in compliance with regulatory requirements. • Shares may be held and transferred in both certificated and uncertificated form via the Central Clearing and Settlement System or other approved platforms.
Enhanced shareholder rights & meeting provisions • Annual general meetings will be held within six months of each financial year-end; extraordinary general meetings can be convened by the Board or by shareholders holding at least 10 % of voting rights. • Members may attend and vote in person, by proxy, or through “Virtual Meetings” using approved communication facilities, ensuring full participation rights remotely. • Comprehensive notice requirements include a minimum 21-day notice for AGMs and 14-day notice for EGMs, with flexibility for shorter periods subject to unanimous or super-majority consent.
Board composition & governance updates • The Board must have a minimum of two directors; any director appointed mid-term will hold office until the next AGM and be eligible for re-election. • All directors are subject to retirement by rotation at least once every three years. • Detailed provisions govern director conflicts of interest, prohibiting voting on matters where a director or close associate holds a material interest, except in specified circumstances. • The Articles authorise the creation of board committees, delegate extensive management powers, and permit electronic signatures and communications.
Capital management & dividend policy • Dividends may be declared by shareholders up to the amount recommended by the Board and paid in cash, scrip, or a combination thereof. • Interim and special dividends can be distributed at the Board’s discretion, provided they are funded from distributable profits. • The Articles allow capitalisation of reserves for scrip dividends, subject to member election and Listing Rules.
Other notable features • The company may migrate its place of incorporation (“continuation”) or merge/consolidate with other entities upon special resolution. • Indemnity provisions protect directors, auditors and officers against liabilities incurred in defending proceedings where judgment is in their favour. • The financial year-end remains 31 December.
The adoption of the 2026 Amended and Restated Memorandum and Articles aligns Renrui HR’s constitutional framework with current regulatory standards, facilitates electronic and virtual shareholder engagement, and confirms flexibility in capital and dividend management.