Q Technology (Group) Company Limited approved its Third Amended and Restated Articles of Association on 22 May 2026, introducing several structural and procedural enhancements.

Key Amendments

1. Share Capital and Treasury Shares • Confirms the par value of each share at HK$0.01 and authorises the board to repurchase shares and hold them as treasury shares, subject to Cayman Islands law and Hong Kong listing rules. • Allows financial assistance for share purchases and simplifies procedures for share surrenders.

2. Hybrid / Electronic Meetings • Permits general meetings to be conducted physically, electronically or in hybrid form. • Grants the chair authority to rule on technical or procedural issues arising during electronic meetings, with such rulings deemed final and binding.

3. Electronic Communications and Uncertificated Securities • Recognises electronic addresses for notices, proxy appointments and other shareholder communications. • Enables the company to issue, hold and transfer shares in uncertificated form through approved electronic systems, aligning with Hong Kong’s Uncertificated Securities Market (USM) regime.

4. Board and Shareholder Powers • Maintains a minimum of two directors with no maximum limit; directors can be removed by ordinary resolution. • Allows the board to present a winding-up petition in the company’s name, while any resolution to wind up the company requires a special resolution by shareholders.

5. Dividends and Scrip Options • Authorises dividends from realised or unrealised profits, the share premium account or other distributable reserves. • Gives shareholders the option to receive dividends in cash or shares via scrip dividend arrangements.

6. Indemnity • Extends indemnification to directors, officers, auditors and liquidators against liabilities incurred in the execution of their duties, excluding fraud or dishonesty.

7. Record-Keeping and Disclosures • Modernises provisions for electronic storage of the register of members and financial statements. • Sets the financial year-end at 31 December and mandates annual audited accounts.

Implications

The amended articles strengthen Q Technology’s corporate governance by accommodating digital processes, enhancing flexibility for capital management and aligning the company’s constitutional documents with evolving regulatory standards in Hong Kong and the Cayman Islands.