Wuhan Youji Holdings Ltd. (stock code: 02881) has adopted a Second Amended and Restated Memorandum and Articles of Association (the “M&A”), approved by special resolution on 20 May 2026. The revised document updates the company’s constitutional and governance framework as an exempted company limited by shares incorporated in the Cayman Islands.
Key corporate details • Registered office: International Corporation Services Ltd., P.O. Box 472, Harbour Place, 2nd Floor, North Wing, 103 South Church Street, George Town, Grand Cayman. • Authorised share capital: US$50,000, divided into 500 million ordinary shares of US$0.0001 par value each. • Member liability: Limited to any amount unpaid on shares held.
Principal corporate powers and objects The company’s objects are “unrestricted,” allowing it to carry on investment activities, commodity trading, lending, real-estate acquisition, consulting, shipping, import/export and other commercial operations, subject to Cayman Islands law.
Share issuance and capital management • The Board may issue new shares, warrants or other securities on terms it deems fit, provided no share is issued at a discount. • Shares can carry differing rights, including redemption features and voting limitations. • The company may repurchase its own shares or provide financial assistance for such purchases, in line with applicable laws and Hong Kong Stock Exchange (HKEX) regulations. • Share capital can be increased, reduced, subdivided, consolidated or converted by ordinary resolution; reductions of capital require special resolution.
Governance structure • Board: Minimum of two directors; directors are not required to hold qualification shares. • Rotation: At least one-third of directors retire by rotation at each annual general meeting (AGM) and are eligible for re-election; every director faces re-election at least once every three years. • Meetings: AGMs must be held within six months after each financial year-end; quorum for shareholder meetings set at two members. • Shareholder rights: All shareholders may speak and vote at general meetings unless restricted by HKEX Listing Rules.
Dividend policy and reserves • Dividends are subject to profitability and board recommendation; interim, special and scrip dividends are permitted. • Unclaimed dividends may be invested by the company; amounts unclaimed for six years may be forfeited. • The Board may allocate profits to reserve accounts, which can be used for dividend equalisation, contingencies or loss cover.
Untraceable shareholders After 12 years of returned or unclaimed dividend payments and requisite public notices, the Board may sell shares of untraceable shareholders and hold proceeds for their benefit.
Other provisions • The company can issue stock certificates, maintain multiple share registers (including in Hong Kong), and use electronic communications for shareholder notices. • Directors, officers and auditors are indemnified against liabilities incurred in the course of their duties, except in cases of fraud or wilful default.
Implementation of the revised M&A positions Wuhan Youji Holdings for operational flexibility, enhanced corporate governance and compliance with Cayman Islands law and HKEX requirements.