Niche-Tech Semiconductor Materials Limited (Niche-Tech Semi) has adopted a Fourth Amended and Restated Memorandum and Articles of Association, effective 1 June 2026, after being approved by special resolution at a general meeting.
Key highlights:
1. Authorised Share Capital • The authorised share capital is set at HK$20.00 million, divided into 2.00 billion shares of HK$0.01 each, with flexibility for future increase, reduction or re-classification.
2. Capital Management Flexibility • The company now has explicit power to repurchase its own shares, hold treasury shares, reissue treasury shares and provide financial assistance for share acquisitions, subject to Cayman Islands law and Hong Kong Listing Rules. • Provisions allow share redemptions funded out of capital, and enable distributions of surplus assets in specie on winding-up.
3. Electronic and Hybrid Meeting Framework • General meetings may be held physically, electronically or in hybrid format, with attendance and voting via electronic facilities recognised as valid presence for quorum and voting purposes. • The board may postpone meetings or change their format if circumstances render an announced venue or technology impracticable.
4. Uncertificated Securities & Digital Processes • The Articles align with the Securities and Futures (Uncertificated Securities Market) Rules, permitting shares to be held and transferred in dematerialised form through the Central Clearing and Settlement System (CCASS) or other SFC-approved platforms. • The company may issue notices, corporate communications and dividend payments electronically, subject to shareholder consent where required.
5. Enhanced Board & Shareholder Provisions • Directors must retire by rotation at least once every three years; the board must comprise a minimum of two directors. • Directors with material interests are barred from voting on relevant board resolutions. • Shareholders holding at least 10 % of voting rights can requisition extraordinary general meetings or propose additional resolutions.
6. Dividend and Capitalisation Flexibility • Dividends may be paid in cash or satisfied wholly or partly by scrip. • The board can capitalise reserves to issue fully-paid shares and establish separate subscription right reserves for warrant exercises.
7. Updated Lien, Forfeiture and Transmission Rules • Detailed procedures cover lien enforcement, share forfeiture, and transmission on death, bankruptcy or liquidation of a shareholder.
8. Audit and Reporting • Auditors are appointed annually by shareholders and enjoy full access to company records. • Financial statements can be distributed electronically or in summarised form, in line with Hong Kong Listing Rules.
The comprehensive overhaul brings the company’s constitutional documents in line with current Cayman Islands law, Hong Kong regulatory requirements, and market practices, thereby providing greater operational flexibility, reinforcing shareholder protections and accommodating electronic securities and communications.