Brightstar Technology Group Co., Ltd (“Brightstar Tech”) has approved and adopted its Third Amended and Restated Memorandum and Articles of Association, effective 16 June 2026. The revised constitutional documents replace all prior versions and set out an updated corporate framework covering share capital, shareholder rights, board powers and electronic processes.
Key highlights
1. Authorised share capital • The company’s authorised share capital is fixed at HK$30.00 million, divided into 3.00 billion ordinary shares of HK$0.01 each. • The board retains discretion to increase or reduce capital, issue preference shares and redeemable shares, and repurchase shares, subject to shareholder and regulatory approvals.
2. Shareholder meetings and voting • Annual general meetings must be held within six months after each financial year-end. • Meetings can be conducted physically, virtually or in hybrid form, with electronic facilities deemed equivalent to in-person attendance. • A quorum requires two shareholders present in person or by proxy. All resolutions are decided by poll unless the chairman permits a show of hands at physical meetings. • One-third of directors (or the nearest higher number) must retire by rotation at every annual general meeting; each director faces re-election at least once every three years.
3. Board structure and powers • The board must comprise a minimum of two directors. • Directors may appoint alternates and delegate authority to committees, regional boards or managing directors. • The board is authorised to borrow, create security, issue debentures and grant guarantees at its discretion.
4. Dividends and reserves • Dividends can be declared by shareholders up to the amount recommended by the board and may be paid in cash, shares (scrip dividend) or other assets. • Interim dividends are permitted when justified by profits, and unclaimed dividends outstanding for six years may be forfeited for the company’s benefit.
5. Electronic securities and payments • The Articles incorporate Hong Kong’s Uncertificated Securities Market (USM) regime, allowing electronic issuance, holding and transfer of shares through approved systems. • Shareholders may receive communications, submit instructions, vote and obtain corporate-action proceeds via electronic means, including Hong Kong’s real-time gross-settlement payment platform.
6. Share repurchase and treasury shares • The company is empowered to repurchase its own shares or warrants, hold them as treasury shares and reissue or cancel them in line with the Companies Act and Hong Kong Listing Rules.
7. Protection of minority interests • Variation of class rights requires consent in writing from holders of at least 75% of the nominal value of the affected class or approval by a special resolution passed at a separate class meeting. • Special resolutions (≥75% votes cast) are needed to amend the constitution, change the company name or wind up the company.
8. Financial year-end and reporting • The financial year ends on 31 December. • Annual audited financial statements must be prepared in accordance with Hong Kong or international accounting standards and sent to shareholders at least 21 days before the annual general meeting.
The updated Memorandum and Articles aim to modernise Brightstar Tech’s governance structure, align it with current Hong Kong regulatory requirements and provide flexibility for electronic shareholder engagement.