China Boqi Environmental (Holding) Co., Ltd. (BOQI ENV, 02377) has adopted its Third Amended and Restated Memorandum and Articles of Association, effective 29 May 2026, to align with the latest requirements of the Cayman Islands Companies Act (as revised) and Hong Kong Listing Rules.
Key amendments and corporate features:
1. Capital Structure • Authorised share capital is set at US$50,000, divided into 5 billion ordinary shares of US$0.00001 par value each. • The Board may issue shares with preferred, deferred or other special rights, and may issue redeemable shares or warrants, subject to shareholder approval where required. • The company is empowered to repurchase its own shares and finance such repurchases in accordance with regulatory guidelines.
2. Enhanced Governance Flexibility • Introduction of “Virtual Meetings” and “Communication Facilities,” allowing shareholders and directors to attend and vote via electronic means, provided quorum and voting integrity are maintained. • The Board may postpone or adjourn general meetings under extraordinary conditions such as severe weather warnings, ensuring orderly conduct.
3. Shareholder Rights & Protections • One-share-one-vote principle on polls; restrictions on voting apply where Listing Rules require abstention. • Shareholders holding at least 10 % of voting rights can requisition extraordinary general meetings and propose agenda items. • Mechanisms for scrip dividends, capitalisation of reserves and distribution of assets in specie during liquidation are detailed.
4. Board Composition & Powers • Minimum of two directors, with appointment flexibility to fill vacancies or add directors. • Directors retire by rotation every three years and may be re-elected. • Clear provisions on directors’ interests, voting abstentions, indemnities and allowances for virtual participation.
5. Administrative Provisions • The company may maintain principal and branch share registers in or outside the Cayman Islands. • New rules cover share transfers, forfeiture, lien, and treatment of untraceable shareholders after 12 years of unclaimed dividends. • Updated procedures for notices, including electronic dissemination of corporate communications, and document destruction policies are formalised.
6. Continuation, Merger & Consolidation • The company now has explicit authority, via special resolution, to transfer its place of incorporation by way of continuation or to merge/consolidate with other entities, expanding strategic flexibility.
These revisions modernise BOQI ENV’s constitutional documents, providing greater operational agility, enhancing shareholder engagement through digital means, and ensuring compliance with evolving regulatory standards.