STAR CM Holdings Ltd. (stock code 06698) has adopted its Second Amended and Restated Memorandum and Articles of Association by special resolution dated 18 June 2026, replacing the version previously in force. Key corporate and capital-structure provisions are as follows:
Authorised Share Capital • The company’s authorised share capital is US$50,000, divided into 50,000,000,000 shares with a nominal value of US$0.000001 each. • The Board may issue shares with preferred, deferred or other special rights and may authorise the issuance of redeemable shares. • Treasury-share status is formally introduced, allowing the company to hold repurchased, redeemed or surrendered shares without cancelling them.
Capital Management Flexibility • The Board is empowered to purchase or otherwise acquire the company’s own shares or warrants, finance such purchases, and hold them as treasury shares, subject to Cayman Islands law and Hong Kong Listing Rules. • Provisions permit consolidation, subdivision, cancellation or reduction of share capital via ordinary or special resolutions, as applicable.
Corporate Governance Enhancements • General meetings may be conducted physically, virtually or in hybrid form; “Virtual Meetings” and electronic communication facilities are expressly recognised. • An annual general meeting will be held each financial year; notice periods are 21 days for AGMs and 14 days for extraordinary general meetings. • A quorum requires two members present; resolutions on substantive matters must be decided by poll, while purely procedural items may be decided on a show of hands. • Directors’ retirement by rotation is maintained: at least one-third retire at each AGM, and every director faces re-election at least once every three years. • Directors with material interests, or their close associates, are barred from voting on relevant board resolutions, aligning with Hong Kong Listing Rules. • The company may indemnify directors, auditors and officers against liabilities incurred in the course of their duties.
Shareholder Rights and Procedures • Share transfers follow Hong Kong Stock Exchange standards; the Board may refuse registration of partly paid shares under certain conditions. • Unclaimed dividends outstanding for six years may be forfeited and revert to the company. • “Untraceable member” provisions allow the sale of shares if postal cheques remain uncashed for 12 years and the shareholder cannot be contacted after prescribed procedures.
Meeting & Notice Provisions • Notices and corporate communications can be delivered personally, by post, electronically, via the company’s or HKEX’s website, or by newspaper advertisement, subject to Listing Rules compliance. • Members can appoint multiple proxies; recognised clearing houses may authorise representatives to attend and vote.
Financial Reporting & Audits • The financial year ends on 31 December. • Audited financial statements, directors’ report and auditors’ report must be dispatched to shareholders at least 21 days before the AGM. • Summary financial statements may be sent in lieu of full accounts, subject to member consent and regulatory requirements.
Domicile & Corporate Actions • Incorporated in the Cayman Islands, the company reserves the right to continue as a body corporate in another jurisdiction, and to merge or consolidate with other entities, upon approval by special resolution.
The updated constitutional documents are effective from 18 June 2026 and supersede all previous versions.