Sino-Ocean Service Holding Limited (abbrev. “Sino-Ocean Service”) has adopted a fully amended and restated Memorandum and Articles of Association (the “M&A”), effective following shareholder approval by special resolution on 21 May 2026.
Key corporate architecture
• Incorporation and domicile – Remains an exempted company limited by shares in the Cayman Islands; registered office at Cricket Square, Grand Cayman.
• Authorised capital structure – HK$1.00 billion divided into 10.00 billion shares of HK$0.10 par value each. – Board empowered to repurchase or hold treasury shares and to finance share buy-backs out of capital where permitted by Cayman law.
Governance highlights
• General meetings – Annual general meeting (AGM) required within six months of each financial year-end. – Hybrid and fully electronic meetings expressly permitted; electronic attendance counts towards quorum. – One-tenth of issued voting capital can requisition an extraordinary general meeting; meeting must be held within two months of a valid request.
• Board composition – Minimum two directors; no maximum. – At least one-third of the Board must be independent non-executive directors. – One-third of directors (or nearest higher number) retire by rotation at every AGM, ensuring each director faces re-election at least once every three years.
• Shareholder rights and protections – One share, one vote on a poll; fractional voting permitted according to paid-up capital. – Record-date mechanism introduced for dividends and meeting entitlements. – Enhanced disclosure: accounting records open to director inspection, and audited financial statements must be sent to members 21 days before the AGM.
Operational flexibility
• Dividends – May be paid from realised or unrealised profits, share premium or other distributable reserves. – Scrip dividends and distribution of assets in specie allowed, subject to board resolution and regulatory compliance.
• Electronic communication – Notices, corporate communications and proxy instructions may be delivered via electronic means or website posting, subject to Listing Rules. – Board empowered to accept electronic voting instructions and to pay corporate-action proceeds through electronic channels.
• Indemnity and insurance – Directors, officers and auditors indemnified against liabilities other than fraud or dishonesty; company authorised to purchase D&O insurance.
Financial year
• Financial year-end fixed at 31 December unless changed by the Board.
The updated M&A modernises Sino-Ocean Service’s constitutional framework by embedding electronic governance tools, reinforcing shareholder participatory rights, and aligning capital-management provisions with current Cayman and Hong Kong regulatory standards.