Joyzyme Group Limited (dual foreign name: 愉集團有限公司) has adopted its Third Amended and Restated Memorandum and Articles of Association (“M&A”) by special resolution at the annual general meeting held on 26 June 2026. Key changes are summarised below.
Corporate Identity and Structure • The company’s name remains Joyzyme Group Limited, with its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Grand Cayman, Cayman Islands. • The new M&A confirms that the company’s objects are “unrestricted,” allowing it to conduct a broad range of businesses, including acting as a holding and investment vehicle.
Capital Framework • Authorised share capital is fixed at HK$10.00 million, divided into 1.00 billion ordinary shares of HK$0.01 par value each. • Articles 3A–3E formally introduce “Treasury Shares,” permitting the company to hold repurchased shares in treasury rather than cancelling them. Treasury shares are excluded from dividends and voting and can later be cancelled or re-issued. • The board may fund share repurchases out of capital, profits or other permissible reserves and may give financial assistance for share purchases, subject to GEM Listing Rules.
Shareholder Rights and Meetings • Shares may be held and transferred in either certificated form or electronically through systems such as CCASS or the Uncertificated Securities Market (UNSRT) in line with Hong Kong’s Securities and Futures (Uncertificated Securities Market) Rules. • General meetings can now be conducted physically, as hybrid meetings or fully electronically. Quorum remains two voting members, with detailed procedures for electronic participation, voting and adjournment clarified. • Every director must retire by rotation at least once every three years; shareholders retain the right to remove directors by ordinary resolution.
Communication Enhancements • Notices, proxy instructions and other shareholder communications may be delivered electronically, posted on designated websites, or sent via other approved digital means, aligning with GEM Listing Rules.
Governance and Indemnities • Directors, officers and auditors receive indemnity protection against liabilities incurred in the course of their duties, excluding fraud or dishonesty. • The board’s borrowing powers, ability to create reserves, and authority to authorise scrip dividends or share-based distributions are reaffirmed.
Implementation The updated M&A becomes effective immediately following shareholder approval on 26 June 2026, superseding the company’s previous constitutional documents and ensuring compliance with current Cayman Islands law, Hong Kong GEM Listing Rules and the forthcoming uncertificated securities regime.