Brainhole Technology Limited (BRAINHOLE TECH) has approved and adopted its Third Amended and Restated Articles of Association by special resolution at the annual general meeting held on 21 May 2026, with immediate effect on the same date.
Key amendments and additions include:
1. Corporate Governance Framework • Minimum number of directors remains at two, with no maximum. • One-third of directors must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Extended indemnity provisions protect directors, officers and auditors against liabilities other than those arising from fraud or dishonesty.
2. Digital-First Shareholder Engagement • Authorises physical, hybrid and fully electronic general meetings; quorum and voting arrangements now expressly cover electronic participation. • Enables delivery of notices, corporate communications and dividend election instructions via electronic means, including publication on the company’s website. • Recognises electronic signatures and electronic storage of the register of members.
3. Alignment with Hong Kong’s Uncertificated Securities Market (USM) Regime • Creates a framework for holding, transferring and registering shares in uncertificated form through approved electronic systems (including the Central Clearing and Settlement System and UNSRT System). • Facilitates electronic payment of corporate action proceeds, such as dividends and refunds, via Hong Kong’s real-time gross settlement infrastructure.
4. Share Capital & Treasury Shares • Confirms par value of HK$0.01 per share. • Grants the board broad authority to repurchase shares and hold them as treasury shares, cancel or reissue them, subject to the Companies Act and Listing Rules.
5. Dividend Flexibility • Dividends may be paid out of realised or unrealised profits, share premium or other distributable reserves. • Scrip dividend alternatives and dividend reinvestment options can be offered, with fractional entitlements handled at the board’s discretion.
6. Enhanced Borrowing & Financing Powers • Board may raise or borrow funds, issue debentures and charge company assets, with flexibility to set terms, discounts or premiums.
7. Modernised Meeting Logistics • Allows multiple meeting locations (“Meeting Locations”) and real-time electronic facilities. • Chairman empowered to adjourn or manage meetings in cases of technological failure, disorder or inadequate facilities.
8. Records & Audit • Financial year-end maintained at 31 December. • Accounts will be audited annually; reports may be distributed in summarised electronic form, subject to member request for full copies.
The comprehensive overhaul aligns BRAINHOLE TECH’s constitutional documents with current Cayman Islands law, Hong Kong Listing Rules and upcoming USM requirements, providing greater operational flexibility and embracing fully digital shareholder services.