Alltronics Holdings adopts second amended and restated constitutional documents

Bulletin Express
05/28

Alltronics Holdings Limited (Alltronics Holdings, 00833) has approved and adopted a Second Amended and Restated Memorandum and Articles of Association by special resolution dated 28 May 2026.

Key updates are summarised below.

Corporate information • Company name: Alltronics Holdings Limited (華訊股份有限公司). • Registered office: Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. • Financial year-end remains 31 December.

Capital structure • Authorised share capital is fixed at HK$100.00 million, divided into 5.00 billion ordinary shares of HK$0.02 each. • The board is empowered to issue, redeem or purchase shares, grant options and vary share rights, subject to the Companies Act (Cayman Islands) and Listing Rules. • The company may issue shares without par value, preference shares and redeemable shares, and may provide financial assistance for share purchases in line with regulatory requirements.

Governance framework • Minimum of two directors; no maximum number stipulated. • One-third of directors (or the nearest whole number) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Directors may be removed by ordinary resolution of shareholders before term expiry.

Meetings and shareholder communication • Annual general meetings must be held within six months after each financial year-end. • General meetings can be conducted physically, virtually or in hybrid form, with detailed provisions for electronic participation, voting and quorum determination. • Notices, proxy appointments and dividend instructions may be delivered electronically, subject to statutory and Listing Rule compliance. The company can post corporate communications on its website and notify shareholders via electronic means.

Shareholder rights and protections • One share confers one vote; polls can be demanded by shareholders representing at least 10 % of voting rights. • Comprehensive rules govern share transfers, transmission, forfeiture and lien. • Dividends may be paid out of realised or unrealised profits, share premium or other distributable reserves, with board flexibility to offer scrip dividends or electronic payment options.

Electronic and uncertificated securities • The articles align with Hong Kong’s Securities and Futures (Uncertificated Securities Market) Rules, enabling electronic registration, transfer and settlement of shares through recognised clearing systems.

Indemnities • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in execution of their duties, excluding fraud or dishonesty.

Implementation The revised memorandum and articles take immediate effect from 28 May 2026, superseding previous versions and setting the governance and operational framework for Alltronics Holdings going forward.

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