Matrix Holdings Limited approved a new set of Bye-Laws by special resolutions passed at the annual general meeting on 22 May 2026. Key points are as follows:
• Capital Structure – Authorised share capital is fixed at HK$100.00 million, divided into 1 billion ordinary shares of HK$0.10 each. – The board retains full authority over the issue, allotment and disposal of any unissued shares, subject to statutory and listing-rule constraints.
• Electronic Governance Framework – General meetings may now be conducted physically, electronically or in hybrid form. Shareholders can participate, raise questions and vote via electronic platforms, with the chairman empowered to resolve technical or procedural issues that arise during such meetings. – Notices, proxies and corporate communications may be delivered electronically; members may register an electronic address for this purpose.
• Directors and Board Matters – The company may have between two and 20 directors. One-third of the board (or the nearest number) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. – Directors’ meetings may be held via electronic means, and written board resolutions require unanimous signatures. – Conflicted directors are prohibited from voting on transactions in which they or their close associates have a material interest, with detailed carve-outs for employee benefit plans and standard underwriting arrangements.
• Shareholder Rights and Protections – Shareholders holding at least 10 % of paid-up capital may requisition a special general meeting. – Record dates for dividends, distributions or allotments may be set by directors at their discretion. – Unclaimed dividends outstanding for 12 years may be sold, with net proceeds accruing to the company.
• Capital Management Tools – The board may purchase and hold treasury shares, subject to Bermuda law and listing rules. – Flexibility introduced for scrip dividends, capitalisation of reserves, share consolidations, subdivisions and reductions of capital, all requiring the appropriate shareholder resolutions.
• Indemnities and Insurance – Directors, officers and employees are entitled to indemnification out of company assets for costs incurred in the execution of their duties, provided such protection is permissible under Bermuda law.
• Audit and Financial Reporting – Annual financial statements must be laid before shareholders within six months of the financial year-end. – Members can choose to receive either full or summarised financial statements, delivered electronically or in printed form.
The revised Bye-Laws align Matrix Holdings’ corporate governance with current regulatory standards and provide greater operational flexibility through the formal recognition of electronic communications and meetings.