Medlive adopts third amended Memorandum & Articles; authorised share capital set at 50 billion shares

Bulletin Express
May 15

Medlive Technology Co., Ltd. (“Medlive”) has approved and adopted a Third Amended and Restated Memorandum and Articles of Association by special resolution dated 15 May 2026, which became effective on the same day.

Key amendments and structural highlights:

1. Capital structure • Authorised share capital: US$500,000.00, divided into 50 billion ordinary shares of US$0.00001 par value each. • Shares may be issued with preferred, deferred, qualified or other special rights; bearer shares are prohibited. • The company may repurchase its own shares subject to Cayman Islands law and Hong Kong Listing Rules.

2. Corporate governance • Minimum of two directors; the board can fill casual vacancies and appoint additional directors, each subject to re-election at the following annual general meeting. • All directors are subject to retirement by rotation at least once every three years. • Directors with a material interest (as defined by Hong Kong Listing Rules) must abstain from voting on the relevant board resolutions. • Annual general meetings must be held within six months after the financial year-end, with at least 21 days’ notice; extraordinary general meetings require at least 14 days’ notice. • General meetings may be conducted physically or as virtual meetings via approved communication facilities.

3. Shareholder rights • One share equals one vote on a poll; voting by show of hands is restricted to purely procedural matters. • Shareholders can appoint unlimited proxies; recognised clearing houses may authorise multiple representatives, each having one vote on a show of hands. • Dividends may be paid in cash or, at the board’s discretion, in fully paid shares (scrip dividend) subject to shareholder election where applicable. • Unclaimed dividends outstanding for six years may be forfeited and revert to the company.

4. Continuation, merger and consolidation • Medlive may re-domicile to another jurisdiction or merge/consolidate with other entities upon approval by special resolution.

5. Other provisions • The company’s registered office remains at Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands. • Financial year-end is 31 December. • Directors, auditors and officers are indemnified against liabilities incurred in fulfilling their duties, to the extent permitted under Cayman Islands law.

The revised constitutional documents replace all previous versions and align Medlive’s corporate framework with current Cayman Islands legislation and Hong Kong Listing Rules, providing updated governance procedures and enhanced flexibility for capital management, virtual meetings and shareholder participation.

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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