CIFI HOLD GP Adopts Fourth Amended & Restated Memorandum and Articles; Authorised Capital Set at HK$5.00 Billion

Bulletin Express
06/26

CIFI Holdings (Group) Co. Ltd. (CIFI HOLD GP, 00884) announced that shareholders passed a special resolution on 26 June 2026 to adopt the company’s Fourth Amended and Restated Memorandum and Articles of Association.

Key provisions in the new constitutional documents are as follows:

1. Registered Information • Registered name: CIFI Holdings (Group) Co. Ltd. 旭輝控股(集團)有限公司 • Registered office: Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands.

2. Authorised Share Capital • HK$5.00 billion divided into 50.00 billion shares of HK$0.10 par value each. • The Board is empowered to issue, redeem or purchase its own shares, create share classes with different rights and issue warrants, subject to Listing Rules.

3. Capital Management • The company may hold repurchased shares as treasury shares; treasury shares carry no voting or dividend rights unless re-issued. • Share premium and other reserves may be applied to pay up unissued shares or settle unpaid amounts on partly-paid shares.

4. Governance Framework • Minimum two directors, with one-third (or the nearest number) retiring by rotation at each AGM; every director must seek re-election at least once every three years. • Directors may meet via physical, tele-conference or fully virtual meetings; written resolutions signed by all directors are valid. • Shareholders may attend general meetings in person or through approved electronic communication facilities, enabling virtual meetings. • Annual general meetings must be held within six months after the financial year-end (31 December).

5. Shareholder Rights & Meetings • Each fully paid share carries one vote. • Poll voting is the default for resolutions, except purely procedural matters. • Members holding not less than 10 % of voting rights can requisition an extraordinary general meeting.

6. Dividends & Reserves • Dividends may be paid in cash or satisfied wholly or partly by scrip issues, subject to shareholder election. • Unclaimed dividends may be invested for the company’s benefit and forfeited after six years.

7. Indemnity & Liability • Directors, auditors and officers are indemnified out of company assets against liabilities incurred in defending proceedings where judgement is in their favour.

8. Continuation, Merger & Consolidation • With a special resolution, the company may re-domicile to another jurisdiction, merge or consolidate with other entities in line with Cayman Islands law.

The updated Memorandum and Articles replace the previous version in its entirety and take immediate effect from the date of shareholder approval.

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