Sling Group Holdings Limited (SLING GROUP) has adopted a Second Amended and Restated Memorandum and Articles of Association (M&A), effective 9 June 2026, following shareholder approval via special resolution.
Key features of the revised M&A include:
1. Expanded Corporate Objects and Powers • The company’s objects are now “unrestricted”, allowing SLING GROUP to conduct or invest in a wide range of businesses and to exercise all functions of a natural person of full capacity under the Cayman Companies Act. • A new clause empowers the group to de-register in the Cayman Islands and seek continuation in another jurisdiction.
2. Capital Structure & Share Flexibility • Authorised share capital set at HK$10,000 divided into 1,000,000 shares of HK$0.01 each. • The board may issue shares with preferred, deferred or other special rights, create/issue warrants, and authorise share buy-backs or redemptions, including the holding of treasury shares. • Future capital changes—such as consolidations, splits, class creation, cancellations, and redenominations—can be effected by ordinary or special resolutions as specified.
3. Enhanced Meeting & Voting Mechanics • Annual general meetings will be held within six months of each financial year-end; extraordinary meetings may be requisitioned by holders of ≥10% of voting rights. • The M&A formally recognises physical, hybrid and fully electronic general meetings, including provisions for electronic attendance, real-time communication and electronic voting. • Poll voting is mandated for substantive resolutions, with show-of-hands permitted only for purely procedural matters.
4. Governance & Board Matters • Minimum one director; every director (including those on fixed terms) must retire by rotation at least once every three years. • Directors’ indemnification is broadened, and the company may maintain insurance for directors and officers. • Clear rules introduced on conflicts of interest, related-party transactions, and electronic board resolutions.
5. Shareholder Protections & Administrative Updates • Comprehensive procedures for share transfers, transmission, forfeiture and lien clarified. • New “Subscription Right Reserve” mechanism established to ensure full share allotment when warrant exercise prices fall below par value. • Formalised treatment of unclaimed dividends and shares held by untraceable shareholders after 12 years, permitting disposal with proceeds reverting to the company. • Adoption of electronic communication for notices, corporate documents and proxy instructions, subject to shareholder consent and Listing Rules.
6. Dividend & Capital Management Flexibility • Authority to distribute dividends in cash, scrip or other assets, with scrip dividend alternatives and capitalisation of reserves. • Ability to declare and pay interim, special and final dividends, subject to solvency tests.
The updated M&A aligns SLING GROUP’s constitutional documents with current Cayman Islands law and Hong Kong Listing Rules, providing greater operational flexibility, modernising corporate governance and facilitating electronic shareholder engagement.