NC Healthcare (Stock Code: 01518) has approved a special resolution dated 22 May 2026 to adopt its Third Amended and Restated Memorandum and Articles of Association, introducing a broad set of corporate governance upgrades and operational flexibilities.
Key changes and features include:
1. Capital Structure • Authorised share capital is confirmed at US$100,000, divided into 1,000,000,000 ordinary shares with a par value of US$0.0001 each. • The company is empowered to issue, repurchase and hold treasury shares, providing added flexibility for share-based transactions and capital management.
2. Meetings and Shareholder Communication • Annual general meetings must be held within six months after each financial year-end. • Physical, hybrid and fully electronic general meetings are now expressly permitted, with detailed procedures for quorum, voting and adjournment via electronic facilities. • Shareholders may receive corporate documents electronically, and the board can designate record dates for dividends, distributions and voting.
3. Share Issuance, Transfers and Uncertificated Securities • All unissued shares remain at the board’s disposal, and pre-emptive rights are not mandated. • Transfers can be effected in certificated or uncertificated form, aligning with Hong Kong’s CCASS and the new Uncertificated Securities Market regime. • Fractional entitlements arising from corporate actions may be sold for the company’s benefit.
4. Board Powers and Indemnities • The minimum number of directors is set at two, with no maximum. • Directors may hold executive offices, receive special remuneration for extra services, and are indemnified against liabilities except in cases of fraud or dishonesty. • The board gains authority to create committees, delegate powers, and appoint attorneys for operations inside or outside the Cayman Islands.
5. Dividend and Reserve Policy • Dividends can be paid in cash or satisfied wholly or partly by share allotments. • Unclaimed dividends outstanding for six years may be forfeited to the company. • The board may capitalise reserves for bonus issues or other distributions.
6. Modernised Administrative Provisions • The company can authenticate documents electronically and maintain records in digital form. • Procedural rules accommodate future use of electronic signatures, electronic proxy appointments and online voting.
The updated constitutional documents position NC Healthcare to operate with increased flexibility in capital management, shareholder engagement and digital processes, aligning the company’s governance framework with current Hong Kong listing standards and global best practice.