GANGYU SMART URBAN SERVICES HOLDING LIMITED (“GANGYU SERVICES”, stock code 00265) has formally adopted its Fourth Amended and Restated Memorandum and Articles of Association by special resolution passed on 29 June 2026, according to the newly released corporate filing.
Key provisions include:
1. Capital Structure • Authorised share capital is set at HK$100.00 million, divided into 400.00 million shares with a par value of HK$0.25 each. • The Company is empowered to issue, redeem or purchase its own shares and to hold repurchased shares as treasury stock, subject to the Cayman Islands Companies Act and Hong Kong Listing Rules.
2. Expanded Corporate Objects and Powers • Objects are unrestricted, covering holding and investment activities, real estate, services provision, manufacturing, trading, and financial transactions. • The Board may borrow, issue debentures, grant guarantees, and conduct foreign-currency and derivative transactions.
3. Governance Enhancements • The Board may convene virtual or hybrid general meetings using electronic communication facilities, reflecting evolving market practices. • Shareholders can receive corporate communications electronically and exercise voting rights via electronic means, aligning with Hong Kong’s Uncertificated Securities Market (USM) framework. • Provisions added for branch share registers, electronic share issuance, and uncertificated share transfers through approved electronic systems such as HKSCC’s CCASS and the UNSRT platform.
4. Shareholder Rights & Protections • Class rights can be varied with approval from at least 75% of class votes present. • One-third of directors are subject to retirement by rotation at each annual general meeting; every director must face re-election at least once every three years. • Shareholders holding 10% of voting rights may requisition extraordinary general meetings. • Directors must abstain from voting on board matters where they or their associates have a material interest.
5. Capital Management & Distributions • The Company may capitalise reserves to issue bonus shares or pay up unpaid share capital. • Scrip dividend mechanisms allow shareholders to elect cash or share dividends, with provisions for fractional entitlements and exclusions for overseas shareholders where compliance costs are disproportionate.
6. Unclaimed Assets & Untraceable Shareholders • Dividends unclaimed for six years may be forfeited and revert to the Company. • Shares of members untraceable for 12 years, subject to stipulated safeguards, may be sold, with net proceeds held for the beneficiaries as unsecured creditors.
7. Indemnity & Liability • Directors, auditors and officers are indemnified against liabilities incurred in the execution of their duties, subject to statutory limitations.
The revised constitutional document enhances liquidity options, modernises meeting procedures, and aligns GANGYU SERVICES’ governance framework with current regulatory standards in the Cayman Islands and Hong Kong.