Huazhong In-Vehicle Holdings Company Limited has published its Second Amended and Restated Articles of Association, adopted by special resolution at a general meeting on 3 June 2026. The new Articles replace the previous version and introduce a comprehensive re-write of corporate governance provisions.
Key highlights:
• Broader electronic communication – The Articles now recognise electronic notices, hybrid and fully virtual general meetings, and electronic proxy submissions. Shareholders may attend, vote and receive corporate documents through designated online platforms, aligning the company with Hong Kong Listing Rules and the forthcoming Uncertificated Securities Market (USM) regime.
• Uncertificated share provisions – New clauses permit share issuance, transfer and registration through electronic clearing systems, including the Central Clearing and Settlement System (CCASS) and any USM-compliant platform. The company can hold, transfer and register securities in uncertificated form without physical share certificates.
• Enhanced flexibility on capital – The board is authorised to repurchase shares, hold treasury shares and finance share buy-backs out of capital or other permissible reserves under Cayman Islands law. The revised share capital section confirms par value of HK$0.10 per share.
• Modernised meeting rules – The quorum for general meetings remains two voting shareholders, but meetings may be adjourned, postponed or moved entirely online if circumstances make a physical venue impracticable. Directors may also convene virtual board meetings with electronic participation counting towards quorum.
• Dividend distribution options – Shareholders can elect to receive scrip dividends, with the board empowered to capitalise reserves for share issues in lieu of cash. Corporate action proceeds may be paid via electronic funds transfer.
• Director provisions – The minimum number of directors is maintained at two. Rotation requirements mandate that one-third of directors (or the nearest whole number) retire at each annual general meeting, ensuring every director faces re-election at least once every three years.
• Indemnity and limitation of liability – Directors, officers and auditors receive indemnification against liabilities incurred in the execution of their duties, excluding fraud or dishonesty.
• Alignment with Hong Kong regulatory changes – References to the Securities and Futures Ordinance, the USM Rules, Hong Kong Stock Exchange Listing Rules and the Code of Conduct for Approved Securities Registrars are embedded throughout to ensure ongoing compliance.
The updated Articles become effective immediately following shareholder approval and will govern all future corporate actions of Huazhong In-Vehicle Holdings Company Limited.