Solargiga Updates Corporate Governance: New Memorandum & Articles Expand Capital Flexibility and Embrace E-Governance

Bulletin Express
06/10

Solargiga Energy Holdings Limited has adopted a Third Amended and Restated Memorandum and Articles of Association, approved by special resolution on 10 June 2026, introducing a comprehensive overhaul of its corporate governance framework.

Key amendments and features include:

1. Capital Structure • Authorised share capital is maintained at HK$500.00 million, divided into 5.00 billion ordinary shares with a par value of HK$0.10 each. • The Board is empowered to repurchase or acquire its own shares, hold them as treasury shares, cancel them, or reissue them, providing greater flexibility in capital management. • Provisions permit the company to finance share buy-backs and subsequently hold, transfer or cancel treasury shares in line with Hong Kong listing rules and Cayman Islands law.

2. Enhanced Financing Tools • The Board may issue warrants, convertible securities or similar instruments, and grant financial assistance for share purchases, broadening Solargiga’s capital-raising options.

3. Modernised Meeting Provisions • General meetings can now be held physically, virtually or in a hybrid format, with clear guidelines on electronic participation, voting and quorum. • The Articles authorise electronic distribution of corporate communications, electronic proxy appointments, and online voting, aligning the company with Hong Kong’s upcoming uncertificated securities market (USM) regime.

4. Governance and Board Matters • The company removes any limit on the maximum number of directors (minimum remains two), allows written resolutions of members, and clarifies procedures for director appointments, retirements and removal. • New indemnity provisions protect directors, officers and auditors against liabilities incurred in the execution of their duties, excluding fraud or dishonesty.

5. Shareholder Rights & Protections • Detailed mechanisms are set for dividend distribution, including scrip dividends and handling of unclaimed dividends after six years. • Updated rules address untraceable shareholders, lien and forfeiture of shares, and transmission of shares on death or bankruptcy.

6. Alignment with Regulatory Changes • Articles incorporate references to the Securities and Futures Ordinance, SFC’s Uncertificated Securities Market Rules and Hong Kong Stock Exchange requirements, ensuring compliance with evolving market infrastructure.

These revisions position Solargiga to operate with greater operational agility, support electronic shareholder engagement, and enhance compliance with forthcoming regulatory standards.

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