Trio Ind Elec adopts comprehensive new Articles of Association, adding hybrid-meeting options and modernised capital provisions

Bulletin Express
05/28

Trio Industrial Electronics Group Limited (“Trio Ind Elec”, HKEX: 01710) confirmed that shareholders passed a special resolution on 28 May 2026 approving a complete restatement of the company’s Articles of Association. Key points are as follows:

• Legal framework – The revised Articles replace the 2016 version and apply to the Hong Kong-incorporated public company limited by shares.

• Hybrid and virtual meetings – Shareholders may now attend annual or other general meetings in person, through designated Meeting Locations or via Virtual Meeting Technology. Quorum remains two voting members, and online participants are counted in the quorum.

• Electronic communications – Corporate communications, proxy submissions and board resolutions can be executed electronically, including by digital signature.

• Capital management – – Directors may issue, allot and grant options over shares; fractions are expressly prohibited on warrant exercises. – The company may buy back its own shares and hold them as treasury shares, which carry no voting or dividend rights until disposal or cancellation. – Dividends may be paid in cash, shares or treasury shares, with a scrip-dividend mechanism that allows shareholders to choose share election.

• Board structure – – The board must have at least two directors; there is no maximum. – One-third of directors (or the nearest higher integer) must retire by rotation at every annual general meeting, and each director must seek re-election at least once every three years. – Directors’ written resolutions are valid if signed electronically by all eligible directors.

• Shareholder protections – Class rights require approval from at least 75 % of the voting rights of that class. Share transfers are subject to standard listing-rule safeguards, including refusal rights on partly-paid shares or transfers to four+ joint holders.

• Indemnity and insurance – Directors, officers and auditors are indemnified against liabilities permitted under Hong Kong law, excluding fines and certain judgments. The company may purchase liability insurance for these parties.

• Winding-up – Surplus or deficit on liquidation is distributed among members proportional to paid-up capital; in specie distributions are permissible with special-resolution approval.

• Amendment – Future changes to the Articles require a special resolution.

The updated Articles bring Trio Ind Elec’s constitutional documents in line with current Hong Kong Companies Ordinance provisions and HKEX Listing Rules, enhancing governance flexibility while formalising electronic and remote-participation capabilities.

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