Mobvoi Inc. (stock code: 02438) has released its Ninth Amended and Restated Memorandum of Association and Tenth Amended and Restated Articles of Association, conditionally adopted on 30 March 2024 and slated to take effect on the day the company’s shares are listed on The Stock Exchange of Hong Kong Limited (HKEX).
Key corporate information • Incorporation: Exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands. • Registered office: Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands. • Authorised share capital: US$200,000.00 divided into 4,167,630,431 ordinary shares with a par value of US$0.0000479889 each. • Liability: Limited to any amount unpaid on the shares held. • Continuation & redomicile: The company may register by way of continuation outside the Cayman Islands, subject to shareholder approval.
Governance architecture • Board composition: Minimum of two directors; casual vacancies may be filled by the board until the next annual general meeting (AGM). • Rotation: At least one-third of directors (or the number nearest to one-third) retire by rotation at every AGM, with all directors subject to re-election at least once every three years. • Meetings: – AGM must be held within six months of the financial year-end (31 December). – Extraordinary general meetings can be requisitioned by shareholders holding ≥10 % of paid-up voting capital. – General meetings may be conducted as physical, hybrid, or fully virtual meetings, provided communication facilities allow participants to hear and be heard. • Voting: One vote per share on a poll; treasury shares carry no voting rights. Directors with material interests must abstain from voting on related board resolutions.
Capital management provisions • Share variations: Rights attached to any class of shares may be varied with written consent from holders of ≥75 % in nominal value of that class or by special resolution at a separate class meeting. • Share buy-backs & treasury shares: The company may purchase or redeem its own shares and hold them as treasury shares or cancel them, in line with Cayman law and HKEX rules. • Lien & forfeiture: The company retains a first and paramount lien on partly paid shares for unpaid calls and may forfeit shares for non-payment after due notice. • Dividends: Declared out of distributable profits; scrip dividends permitted, allowing shareholders to elect cash or shares. Treasury shares are not entitled to dividends.
Shareholder protection & transparency • Unclaimed shares: Shares of “untraceable” members may be sold after 12 years of returned dividend cheques and no contact, with net proceeds held for the former holder. • Document destruction: Transfer documents and related records may be destroyed after specified retention periods (six years for transfer instruments, two years for mandates, one year for cancelled certificates). • Financial disclosure: Annual audited financial statements, directors’ report and auditor’s report must be dispatched to shareholders at least 21 days before the AGM.
Winding-up and restructuring • Voluntary winding-up requires a special resolution. Upon liquidation, assets are distributed to members proportionally, with power to distribute in specie. • The company may merge, consolidate or redomicile with shareholder approval by special resolution.
These constitutional updates align Mobvoi Inc. with HKEX listing requirements, modern corporate governance standards and increased flexibility in capital and meeting structures ahead of its forthcoming public offering.