HYSAN DEV Updates Articles of Association to Reflect 5 June 2026 Amendments

Bulletin Express
Jun 05

Hysan Development Company Limited (HYSAN DEV) released a consolidated version of its Articles of Association incorporating all changes approved up to 5 June 2026. Key revisions include:

1. Share Capital • Removal of any prescribed maximum number of shares, consistent with the abolition of authorised share capital under Hong Kong’s Companies Ordinance. • Explicit recognition of “treasury shares”, defining associated rights and restrictions. • Confirmation that shareholders may, subject to legislation, authorise the company to finance the purchase of its own shares.

2. Virtual Meeting & Electronic Communication • Introduction of “virtual meeting technology” allowing shareholders to listen, speak and vote without physical attendance. • Directors are empowered to change meeting arrangements (time, place or technology) if circumstances render the declared venue impracticable. • Expanded provisions for sending notices, proxy documents and other communications electronically or via designated electronic platforms.

3. Proxy & Voting Enhancements • Members may appoint multiple proxies, provided legislative conditions are met. • Electronic submission of proxy instructions is permitted through company-specified electronic addresses or platforms. • Quorum rules now expressly count participants attending through virtual technology.

4. Capital Management & Dividends • Share consolidation, subdivision, reduction and capitalisation provisions updated to align with the latest Companies Ordinance. • A scrip dividend mechanism remains, enabling shareholders to elect shares in lieu of cash.

5. Indemnity & Insurance • Directors and officers are indemnified against liabilities, excluding fraud and certain statutory breaches, and the board may arrange related insurance cover.

6. Administrative Changes • Clarified procedures for electronic seals, electronic authentication of documents, and record-keeping. • Updated provisions on unclaimed dividends, giving the board discretion to make ex-gratia payments after statutory forfeiture periods.

The consolidated document supersedes previous versions and will guide corporate governance, shareholder rights and administrative procedures going forward. The English text prevails in the event of discrepancies with the Chinese translation.

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