Gala Technology Holding Limited (“Gala Technology”) announced that shareholders passed a special resolution at the 25 June 2026 annual general meeting to adopt a fully amended and restated Articles of Association.
Key amendments and confirmations include:
• Authorised Share Capital The new Articles confirm authorised share capital of HK$100.00 million, divided into 10.00 billion ordinary shares with a par value of HK$0.01 each.
• Flexible Meeting Formats General meetings may now be convened as physical, hybrid or wholly electronic meetings. Quorum remains two shareholders, but participants using approved electronic facilities are deemed present for quorum and voting purposes.
• Enhanced Electronic Communication Shareholders may receive notices, corporate communications, dividend election forms and other documents via electronic means. The company may publish documents on its website and accept legally-binding instructions (e.g., proxy appointments, dividend choices) transmitted electronically.
• Uncertificated Securities The Articles permit the issue, holding and transfer of shares in uncertificated form through electronic systems such as the Central Clearing and Settlement System (CCASS) and any future Uncertificated Securities Market regime. Share certificates will be issued only if requested or legally required.
• Share Repurchases and Treasury Shares Gala Technology is empowered—subject to Cayman Islands law, Hong Kong Listing Rules and shareholder approval—to repurchase its own shares, hold them as treasury shares, and fund such purchases out of capital or other available reserves.
• Dividend Flexibility Directors may declare cash, scrip or special dividends, pay interim dividends, and capitalise reserves for bonus issues. Scrip dividends can be satisfied wholly or partly by share allotments; fractional entitlements may be rounded or aggregated at directors’ discretion.
• Board Structure and Rotation The Board must comprise at least two directors. Every director is subject to retirement by rotation at least once every three years. Directors may attend board meetings by tele- or video-conference, and written board resolutions require unanimous signature.
• Indemnity Directors, auditors and officers are indemnified out of company assets against liabilities incurred in defending proceedings in which judgment is given in their favour or they are acquitted.
The amended Articles aim to modernise corporate governance, align with evolving electronic market infrastructure, and provide the board with broader operational flexibility while remaining compliant with Cayman Islands law and Hong Kong Listing Rules.