Sinohope Tech (01611 HK) Adopts Second Amended & Restated BVI Memorandum and Articles

Bulletin Express
03/09

Sinohope Tech (01611 HK), incorporated in the British Virgin Islands as Bitfire Group Holdings Limited, has filed a Second Amended and Restated Memorandum and Articles of Association following shareholder approval at an Extraordinary General Meeting on 27 Feb 2026. Key provisions are set out below.

• Authorised Share Capital The company is authorised to issue up to 900 million ordinary shares of HK$0.001 par value each. Section 46 pre-emptive rights under the BVI Business Companies Act are disapplied, giving the board flexibility to issue shares without first offering them to existing holders.

• Meetings & Voting – Annual general meetings must be held within six months after each financial year-end, with 21-day notice; extraordinary general meetings require 14-day notice. – Hybrid and fully electronic general meetings are expressly permitted. – A poll is mandatory on all substantive resolutions; procedural matters may still be decided on a show of hands. – Members holding at least 10 % of voting rights can requisition a meeting; the board must act within 21 days. – Each share carries one vote. Treasury shares have no voting rights.

• Board Structure – Minimum of two directors; no maximum stipulated. – Directors may appoint alternates and proxies. – All directors are subject to retirement by rotation at least once every three years. – The board may establish local or regional committees and delegate powers, including share repurchases.

• Share Repurchase & Treasury Shares The company may repurchase its own shares or hold them as treasury shares in accordance with BVI law and Hong Kong Listing Rules, without a separate board resolution for each transaction.

• Dividends & Scrip Option Dividends can be declared if the board is satisfied that the company remains solvent post-payment. Shareholders may be offered scrip dividends or cash alternatives.

• Member Protection & Indemnity Directors, auditors and officers are indemnified out of company assets against liabilities incurred in defending proceedings where judgment is given in their favour or they are acquitted.

• Liquidation & Continuation The company retains the right to: 1) Voluntarily wind up with a special resolution; 2) Continue as a body corporate in another jurisdiction; 3) Merge or consolidate with other entities pursuant to the BVI Act.

The updated constitutional documents were filed with the BVI Registrar on 6 Mar 2026 and take immediate effect, providing Sinohope Tech with a modernised corporate governance framework aligned with electronic communication practices and Hong Kong regulatory requirements.

免責聲明:投資有風險,本文並非投資建議,以上內容不應被視為任何金融產品的購買或出售要約、建議或邀請,作者或其他用戶的任何相關討論、評論或帖子也不應被視為此類內容。本文僅供一般參考,不考慮您的個人投資目標、財務狀況或需求。TTM對信息的準確性和完整性不承擔任何責任或保證,投資者應自行研究並在投資前尋求專業建議。

熱議股票

  1. 1
     
     
     
     
  2. 2
     
     
     
     
  3. 3
     
     
     
     
  4. 4
     
     
     
     
  5. 5
     
     
     
     
  6. 6
     
     
     
     
  7. 7
     
     
     
     
  8. 8
     
     
     
     
  9. 9
     
     
     
     
  10. 10