7Road Adopts Third Amended & Restated Memorandum and Articles, Enhancing Capital Structure and Governance Flexibility

Bulletin Express
May 26

7Road Holdings Limited (7Road) has approved and adopted its Third Amended and Restated Memorandum and Articles of Association by special resolution dated 26 May 2026. Key elements of the updated corporate charter are as follows:

1. Capital Structure • Authorised share capital is set at US$50,000, divided into 10.00 billion ordinary shares with a nominal value of US$0.000005 each. • Directors are empowered to issue shares with or without preferential terms, redeem or repurchase the company’s own shares, and finance share purchases in accordance with Cayman Islands law and Hong Kong Listing Rules.

2. Shareholder Rights and Meetings • Shareholders may convene an extraordinary general meeting if they hold at least 10% of voting rights. • Annual general meetings must be held within six months of the financial year-end, with a minimum 21-day notice period. • The Articles formally recognise physical, hybrid and fully electronic general meetings, with detailed provisions on electronic participation, vote-casting, and meeting adjournments. • One-share-one-vote principle is maintained; shareholders are entitled to speak and vote unless restricted by Hong Kong Listing Rules (e.g., connected-party transactions).

3. Board Composition and Proceedings • The board must consist of at least two directors; one-third retire by rotation annually, ensuring each serves no more than three years without re-election. • Directors may hold executive roles (e.g., managing director) and can be removed by ordinary resolution. • Directors’ conflicts of interest must be disclosed; conflicted directors are excluded from voting on relevant matters, except for specified exemptions. • Board meetings can be held anywhere, and participation via telephone or electronic means constitutes presence.

4. Capital Management and Dividends • Dividends may be declared from realised or unrealised profits, share premium or other distributable reserves, subject to solvency requirements. • Shareholders can elect to receive scrip dividends; the company may capitalise reserves to issue fully-paid shares in lieu of cash dividends. • Unclaimed dividends outstanding for 12 years may be sold, with proceeds reverting to the company after due notice.

5. Indemnity and Insurance • Directors, officers and auditors are indemnified against liabilities incurred in the execution of their duties, except in cases of fraud or dishonesty. The company may maintain insurance to cover such liabilities.

6. Miscellaneous Provisions • The company may maintain branch share registers in Hong Kong and elsewhere. • Provisions for share forfeiture, lien, transfer restrictions on partly-paid shares, and procedures for lost certificates are restated. • The financial year-end remains 31 December; audited financial statements must be distributed to shareholders at least 21 days before the annual meeting.

The comprehensive overhaul aligns 7Road’s constitutional documents with current Cayman Islands law and Hong Kong Listing Rules, while providing greater operational flexibility in capital management and governance.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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