Ruifeng Green Energy AI Computing adopts third amended Articles, confirms HK$500.00 million authorised capital and expands electronic governance

Bulletin Express
07/07

Ruifeng Green Energy AI Computing Holdings Limited (“Ruifeng Green Energy AI Computing”) has approved and adopted a Third Amended and Restated Memorandum and Articles of Association by Special Resolution dated 29 June 2026.

Key terms of the refreshed constitutional documents include:

1. Capital structure • Authorised share capital is fixed at HK$500.00 million, divided into 10.00 billion shares of HK$0.05 each. • The Board retains full authority to increase or reduce capital, issue shares with differing rights, and repurchase shares into treasury in line with Cayman Islands law and Hong Kong Listing Rules.

2. Shareholder meetings and communication • Annual general meetings must be held within six months after the financial year-end. • General meetings may be conducted physically, as hybrid sessions or entirely virtually, with electronic facilities recognised as “attendance in person”. • Notices, proxy forms and other corporate communications can be distributed electronically; shareholders may lodge instructions and receive payments (including dividends) through electronic channels.

3. Dividend flexibility • The Board may declare interim, special or scrip dividends and may pay them in cash or in specie. • Unclaimed dividends may be invested by the Company and, if still unclaimed after six years, forfeited for the Company’s benefit.

4. Governance enhancements • Treasury-share framework introduced, enabling shares repurchased by the Company to be held in treasury without separate Board resolutions. • Detailed procedures added for electronic voting, electronic proxy appointments and electronic payment of corporate-action proceeds. • Quorum for Board meetings remains two directors; written resolutions signed by all directors are valid Board decisions.

5. Indemnities and reserves • Directors, officers and auditors are indemnified against liabilities except in cases of fraud or dishonesty. • A subscription-right reserve mechanism is created to support warrant exercises if the subscription price falls below par value.

6. Financial year-end and reporting • The financial year-end remains 31 December. • Accounts will be prepared in accordance with Hong Kong or International Financial Reporting Standards and laid before shareholders annually.

The revised Articles modernise Ruifeng Green Energy AI Computing’s corporate framework, aligning it with current regulatory requirements and facilitating fully digital shareholder engagement.

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