Finsoft Fin Approves New Corporate Charter: Third Amended Memorandum and Fourth Restated Articles Adopted

Bulletin Express
06/12

Finsoft Financial Investment Holdings Limited (“Finsoft Fin”, 08018) has formally adopted an updated corporate charter comprising its Third Amended and Restated Memorandum of Association (approved on 14 June 2024) and Fourth Amended and Restated Articles of Association (effective 12 June 2026).

Key highlights

1. Corporate identity and domicile • Company name confirmed as “Finsoft Financial Investment Holdings Limited”. • Registered office remains at Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, Grand Cayman, Cayman Islands.

2. Authorised share capital • Share capital set at HK$100.00 million, divided into 2.00 billion ordinary shares of HK$0.05 each. • Directors retain the power to increase or reduce capital and to issue shares with varying rights, including preference shares and redeemable securities.

3. Expanded corporate objects and powers • Objects declared “unrestricted” within Cayman Islands law, covering investment activities, commodity trading, consultancy, property, shipping and financial services. • Authority to lend, borrow, grant guarantees, issue debentures, and establish branches or agencies worldwide. • Option to continue the company outside the Cayman Islands subject to a special resolution.

4. Modernised governance framework • Introduction of electronic and hybrid general meetings, enabling shareholders to attend, speak and vote via electronic facilities. • Explicit provisions for electronic communications, electronic proxies, and electronic dividend payments in line with Hong Kong regulatory requirements. • Clarified rules on director conflicts of interest, rotation (one-third of directors to retire by rotation annually), and board powers to appoint alternates and committees.

5. Capital management flexibility • Board authorised to repurchase or redeem shares and hold treasury shares in accordance with Cayman law and Hong Kong Listing Rules. • Ability to capitalise reserves for scrip dividends and other capital distributions. • Detailed procedures for untraceable shareholders, forfeiture of unclaimed dividends after six years, and sale of unclaimed shares after 12 years.

6. Audit and financial reporting • Auditors appointed annually by ordinary resolution; remuneration may be fixed by shareholders or delegated to the board. • Financial statements prepared under Hong Kong or International Accounting Standards and distributed electronically or in printed form at least 21 days before the AGM. • Financial year-end remains 31 December.

7. Electronic share regime readiness • Articles align with Hong Kong’s Uncertificated Securities Market (USM) Rules, permitting uncertificated share issuance, transfer and settlement through approved electronic systems such as the Central Clearing and Settlement System (CCASS) or future platforms.

The comprehensive revisions are designed to enhance corporate governance, provide greater operational flexibility and ensure compliance with updated Cayman Islands law, Hong Kong Listing Rules and forthcoming electronic securities regulations.

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