Golden Throat Holdings Group Company Limited (stock code 06896, “Golden Throat”) has approved and adopted its Third Amended and Restated Articles of Association by special resolution dated 5 June 2026.
Key points from the new Articles of Association are as follows:
1. Share Capital • Authorised share capital is set at US$50,000, divided into 2.00 billion shares with a nominal value of US$0.000025 each. • The Board is empowered to repurchase shares and to hold such repurchased shares as treasury shares without separate approval for each transaction. • The company may provide financial assistance for the purchase of its own shares, subject to statutory and regulatory compliance.
2. Capital Management • Ordinary resolutions can alter share capital through consolidation, subdivision, cancellation or re-designation of shares. • Special resolutions may reduce share capital or capital redemption reserves. • Share premium and other reserves may be capitalised for fully paid share distributions.
3. Board Composition & Powers • The Board must consist of at least two directors; no maximum number is stipulated. • Directors are subject to retirement by rotation at least once every three years and can be removed by ordinary resolution. • Meetings may be held physically, in hybrid form or fully electronically, with participation via approved electronic facilities counting toward quorum. • Written resolutions signed by a majority of directors with voting rights are valid as Board resolutions.
4. General Meetings & Shareholder Rights • Annual general meetings must be held within six months after the financial year-end. • Notice periods: 21 clear days for annual general meetings and 14 clear days for extraordinary general meetings. • Meetings can be convened physically, in hybrid format or electronically; shareholders can attend and vote through approved electronic means. • Two shareholders (or authorised representatives/proxies) form a quorum.
5. Dividend Policy • Dividends may be declared and paid out of realised or unrealised profits, share premium or other distributable reserves, subject to shareholder approval. • Shareholders can elect to receive dividends in cash or in fully paid shares when a scrip-dividend alternative is offered. • Unclaimed dividends revert to the company after six years.
6. Audit & Financial Reporting • An auditor is appointed annually by shareholders and may be removed by ordinary resolution. • Audited financial statements must be presented to shareholders at each annual general meeting, with delivery permitted in electronic format or via website publication in accordance with Hong Kong Listing Rules.
7. Electronic Communication & Payments • The company may deliver notices, corporate communications, and dividend election instructions electronically, and may pay corporate action proceeds via electronic funds transfer or other approved systems.
8. Indemnity • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in the proper execution of their duties, excluding fraud or dishonesty.
The revised Articles provide Golden Throat with expanded flexibility in capital management, shareholder communication, and corporate governance, aligned with current regulatory standards and electronic transaction practices.