Acotec Scientific Holdings Limited (ACOTEC-B, 06669) has adopted an amended and restated Memorandum and Articles of Association, effective 16 June 2026, following shareholder approval by special resolution. Key changes and confirmed parameters are summarised below.
Authorised Share Capital • Remains at US$100,000, divided into 10,000,000,000 shares of US$0.00001 each. • The Board retains broad authority to issue, redeem or repurchase shares and to create new classes carrying varied voting or dividend rights.
Corporate Governance Enhancements • Minimum board size stays at two directors; every director must retire by rotation at least once every three years. • The Board may fill casual vacancies and appoint additional directors, subject to shareholder re-election at the next AGM. • Directors are indemnified out of company assets against liabilities incurred in the course of their duties.
Shareholder Meeting Flexibility • Annual general meetings must be held within six months after the financial year-end (31 December). • The new Articles permit fully virtual or hybrid general meetings via approved communication facilities, with members treated as “present” for quorum and voting. • Notices and corporate communications can be delivered electronically, posted on the company’s website or published on the HKEX website, in line with Listing Rules.
Capital Management Tools • The company may repurchase its own shares or warrants, finance such purchases, and accept the surrender of fully-paid shares, subject to Hong Kong regulatory codes. • Dividends may be paid in cash or satisfied wholly or partly by a scrip issue; fractional entitlements can be sold or otherwise dealt with at the Board’s discretion.
Investor Protection Measures • Minority shareholders holding at least 10 % of voting rights can requisition an extraordinary general meeting. • A poll is mandatory on all resolutions except purely procedural matters. • Unclaimed dividends revert to the company after six years, but members retain the right to claim proceeds from sales of shares belonging to untraceable shareholders.
Corporate Mobility • The company can migrate by way of continuation to another jurisdiction, merge or consolidate with other entities, subject to a special resolution under Cayman law.
Financial Year & Filings • The financial year-end remains 31 December. • Annual returns and audited financial statements must be filed in accordance with the Cayman Companies Act and Hong Kong Listing Rules.
The updated constitutional documents aim to modernise ACOTEC-B’s governance framework, streamline shareholder communications and provide greater flexibility in capital management and corporate actions. Copies of the new Memorandum and Articles are available at the company’s registered office in the Cayman Islands and its principal place of business in Hong Kong.