CR Construction Group Holdings Limited has released its amended and restated Memorandum and Articles of Association (M&A), showcasing a comprehensive update to the company’s constitutional framework following a special resolution passed on 23 June 2023. A further set of amended Articles is scheduled for adoption on 18 June 2026.
Key corporate parameters • Registered details: The company is incorporated in the Cayman Islands as an exempted company limited by shares, with its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Grand Cayman. • Share capital: Authorised share capital is fixed at HK$100.00 million, divided into 10.00 billion ordinary shares of HK$0.01 each. The Board is empowered to issue, redeem or repurchase shares and to create new classes with differing rights, subject to Cayman law and Hong Kong Listing Rules. • Treasury shares: The Board may hold repurchased shares in treasury, cancel them, or re-issue them on terms it deems appropriate.
Governance structure and Board matters • Board composition: A minimum of two directors is required, with no upper limit. Directors must retire by rotation so that every director faces re-election at least once every three years. • Directors’ powers: The Board may establish local boards, delegate powers, and use company funds to create pension or benefit schemes for employees. • Indemnity: Directors, officers, and auditors are indemnified against liabilities incurred in the execution of their duties, except in cases involving fraud or dishonesty.
Modernised shareholder engagement • General meetings: Annual general meetings will be held within six months after each financial year-end (31 December). The revised Articles allow physical, hybrid or fully electronic meetings, with Members deemed present if they participate via approved electronic facilities. • Notice periods: At least 21 clear days’ notice for AGMs and 14 clear days for other general meetings, unless shorter notice is unanimously agreed. • Electronic communication: Members can receive notices, corporate communications and dividend instructions electronically, and the company may publish materials on its website or the Hong Kong Stock Exchange’s website.
Capital management and shareholder rights • Dividends: May be paid out of realised or unrealised profits, share premium or other distributable reserves. Scrip dividend alternatives are permitted, enabling shareholders to elect shares in lieu of cash. • Lien, forfeiture and transfer: Detailed procedures for calls, forfeiture, and lien on partly paid shares are clarified. Transfers can be executed in certificated or uncertificated (electronic) form, aligning with Hong Kong’s Uncertificated Securities Market (USM) regime. • Subscription Rights Reserve: A mechanism is introduced to safeguard warrant holders’ interests if subscription prices fall below par value, ensuring adequate capitalisation for share allotments.
Enhanced flexibility for capital actions • Alteration of capital: The company may consolidate, subdivide, cancel or redenominate share capital by ordinary resolution and reduce capital by special resolution, subject to Cayman requirements. • Borrowing powers: The Board retains authority to raise funds, issue debt securities and grant security over company assets.
Financial year and audit • Financial year-end remains 31 December, with audited financial statements to be presented annually. • Auditors are appointed by shareholders at each AGM and can be removed by ordinary resolution.
Electronic processes and USM readiness • New Article 169 aligns the Articles with pending Uncertificated Securities Market rules, allowing fully electronic issuance, holding and transfer of shares, electronic voting and payment of corporate action proceeds via Hong Kong’s real-time settlement systems.
These amendments position CR Construction for greater corporate flexibility, enhanced governance transparency and readiness for Hong Kong’s forthcoming paperless securities regime.