Poly Xverse Intelligent Technology Co. Ltd (Poly Xverse IT, 00209) has issued a complete set of Amended and Restated Bye-laws, adopted by special resolution at the annual general meeting held on 25 June 2026.
Key additions and clarifications include:
• Broader electronic governance – General meetings can now be conducted physically, virtually or in hybrid form, with detailed rules on quorum, voting and adjournment via electronic facilities. – Members may lodge proxy instructions and receive corporate documents through designated electronic addresses or via the company website, aligning with Hong Kong Stock Exchange Listing Rules.
• Share capital flexibility – The Board is authorised to repurchase shares for cancellation or to hold as treasury shares, and may finance such repurchases subject to Listing Rules. – New provisions permit issuance of warrants, convertible or non-voting shares, and capital consolidation, subdivision or redenomination, subject to shareholder approval where required.
• Enhanced member rights & procedures – One-tenth of paid-up capital may requisition a physical special general meeting. – All shareholders retain the right to speak and vote at general meetings unless restricted by Listing Rules. – Detailed procedures govern dividend payment choices, including scrip dividends, electronic fund transfers and treatment of unclaimed dividends after six years.
• Board structure & duties – Minimum of two directors; one-third of the board must retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. – The Board may create local boards, delegate powers, and appoint alternate directors, with explicit provisions on directors’ interests and voting restrictions on connected transactions.
• Indemnity & liability – Directors, officers and auditors are indemnified out of company assets against costs or losses incurred in the execution of their duties, excluding fraud or dishonesty. – Members waive claims against directors for actions taken in good faith under the Bye-laws.
• Shareholder protection – Comprehensive lien, forfeiture and transmission rules are updated; untraceable member procedures allow sale of shares after 12 years of inactivity. – Any alteration of the Bye-laws or company name now requires both board approval and a special resolution of shareholders.
The revised governance framework positions Poly Xverse IT to operate with greater digital flexibility, streamlined capital management tools and clearer safeguards for both shareholders and directors.