Natural Food International Holding Limited (“NATURAL FOOD IH”) announced that shareholders approved a special resolution on 22 May 2026 to adopt an Amended and Restated Memorandum and Articles of Association. The revised constitutional documents, which comply with the latest Cayman Islands Companies Act and Hong Kong Listing Rules, replace all previous versions in full.
Key points:
• Registered Status and Capital Structure – The company remains a Cayman Islands exempted company limited by shares, with its registered office at Maples Corporate Services Limited, Ugland House, Grand Cayman. – Authorised share capital is unchanged at US$50,000, divided into 5 billion shares of US$0.00001 par value each, allowing flexibility for future equity issuance.
• Enhanced Corporate Flexibility – Objects of the company are now “unrestricted,” giving the board authority to conduct any lawful business activity. – The company has explicit power to migrate out of the Cayman Islands by way of continuation and to merge or consolidate with other entities, subject to shareholder approval by special resolution.
• Shareholder Rights and Meeting Procedures – The revised Articles set detailed rules for hybrid and virtual general meetings, with a quorum of two members. – All resolutions on substantive matters must be decided by poll; procedural matters may still be handled by a show of hands. – One-third of directors must retire by rotation at each annual general meeting, and every director faces re-election at least once every three years.
• Board Authority – Directors can issue shares with or without preferred rights, grant options, and authorise share repurchases, subject to Listing Rules and shareholder mandates. – The board may declare interim dividends and recommend final dividends within distributable profits. – Directors’ conflicts of interest are regulated, requiring disclosure and, where material, abstention from voting.
• Investor Protection Enhancements – Detailed provisions cover electronic communications, inspection rights, preservation and destruction of documents, and mechanisms for dealing with untraceable shareholders after 12 years of unclaimed dividends. – Indemnity clauses protect directors and officers against liabilities incurred in the course of their duties, consistent with statutory limits.
The comprehensive overhaul aims to modernise NATURAL FOOD IH’s governance framework, aligning it with current regulatory requirements and providing the board with greater operational flexibility while safeguarding shareholder interests.