Homeland Interactive Technology Ltd. (“Homeland ITL”, 03798) announced that shareholders passed a special resolution on 12 June 2026 to adopt the company’s Third Amended and Restated Memorandum and Articles of Association (“M&A”). Key points are as follows:
• Incorporation & Objects – Homeland ITL remains an exempted company limited by shares in the Cayman Islands. – Corporate objects are unrestricted, providing broad operational flexibility.
• Share Capital – Authorised share capital is set at US$50,000, divided into 10 billion ordinary shares with a par value of US$0.000005 each.
• Shareholder Rights & Meetings – Liability of each member is limited to any unpaid amount on subscribed shares. – A minimum of two directors is required; every director must retire by rotation at least once every three years. – Annual general meetings will be held within six months after each financial year-end and may be conducted physically or as virtual meetings. – A quorum for general meetings is two shareholders personally present or attending electronically. – All resolutions (other than purely procedural matters) will be decided by poll; each share carries one vote.
• Capital Management – The board can issue shares with preferred, deferred or other special rights, and may issue redeemable shares subject to shareholder approval. – The company is empowered, subject to Cayman law and Hong Kong Listing Rules, to repurchase its own shares and warrants and to provide financial assistance for such transactions. – Capital may be reduced or reorganised by special resolution.
• Dividends & Reserves – Dividends may be declared out of distributable profits and paid in cash or, at the board’s discretion, in fully-paid shares through scrip alternatives. – Unclaimed dividends outstanding for six years may be forfeited and revert to the company.
• Electronic Communication – Corporate communications, including meeting notices and financial statements, may be delivered by electronic means or posted on the company’s website, subject to Listing Rule requirements.
• Other Provisions – The M&A expressly provides indemnities for directors and officers against liabilities incurred in the course of their duties. – Homeland ITL may redomicile by way of continuation to another jurisdiction or undertake mergers and consolidations with shareholder approval.
The revised M&A replaces the existing constitutional documents in their entirety and takes effect from 12 June 2026.