Country Garden Adopts Third Amended & Restated Articles, Enhances Capital Flexibility and Digital Governance

Bulletin Express
05/28

Country Garden Holdings Company Limited has approved a comprehensive overhaul of its constitutional documents, adopting the “Third Amended and Restated Articles of Association” with effect from 28 May 2026, following a special resolution passed at its annual general meeting on the same date.

Key changes and corporate parameters are summarised below:

1. Corporate Structure and Capital • Name and Domicile: The company remains registered in the Cayman Islands under the name “Country Garden Holdings Company Limited (碧桂園控股有限公司)” with its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Grand Cayman. • Authorised Share Capital: HK$10.00 billion divided into 100.00 billion shares of HK$0.10 par value each. • Treasury Shares: The Board is expressly authorised to repurchase shares and hold them as treasury shares without further shareholder approval, enhancing capital-management flexibility.

2. Shareholder Rights and Capital Management • Share Issuance Powers: Directors may allot, issue, or grant options over unissued shares, and may create new share classes with varying rights, subject to applicable laws and Listing Rules. • Electronic and Uncertificated Shares: The Articles recognise uncertificated securities via electronic systems such as Hong Kong’s Uncertificated Securities Market regime (USM Rules), enabling electronic share transfers, electronic proxy appointments and dividend payments. • Dividend Distribution: Dividends may be paid from realised or unrealised profits, reserves, or the share premium account, with options for scrip dividends, electronic payment methods and flexible currency arrangements.

3. Governance Enhancements • Meetings: General meetings can be held physically, as hybrid meetings, or fully online (“electronic meetings”). The Board may determine multiple “Meeting Locations” and adopt electronic facilities to ensure shareholder participation and voting. • Notice Periods: Annual general meetings require at least 21 clear days’ notice; other general meetings require 14 clear days unless shorter notice is unanimously agreed. • Directors: The Board must have a minimum of two directors, with no maximum specified. One-third of directors are subject to retirement by rotation at each annual general meeting. • Indemnities: Directors, officers and auditors are indemnified against liabilities incurred in execution of their duties, except in cases of fraud or dishonesty.

4. Modernised Operational Provisions • Electronic Communications: Members may receive notices and corporate communications through electronic means, including publication on the company website, subject to Listing Rule requirements. • Capitalisation of Reserves: The Board may capitalise reserves to issue bonus or scrip shares, including allocations to employees under share incentive schemes. • Borrowing & Financial Flexibility: Directors retain broad authority to raise or borrow funds, mortgage assets, and issue debentures, bonds or other securities.

5. Winding-Up Framework • Distribution Hierarchy: On liquidation, surplus assets will be distributed among members in proportion to paid-up capital, after settling liabilities. • Liquidator Powers: With shareholder approval, the liquidator may distribute assets in specie or vest assets in trustees for members’ benefit.

The revised Articles position Country Garden to streamline corporate actions, embrace digital governance practices, and maintain greater flexibility in capital management while reinforcing shareholder protections and compliance with Hong Kong Listing Rules and Cayman Islands law.

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