Sau San Tong Holdings Limited (Sau San Tong) has released its Second Amended and Restated Memorandum and Articles of Association, scheduled for adoption by special resolution on 22 September 2026. The revised constitutional documents overhaul the company’s governance framework and embed new regulatory-driven flexibilities.
Key highlights:
• Authorised Share Capital: The company maintains an authorised share capital of HK$400.00 million, divided into 40.00 billion ordinary shares of HK$0.01 each, with authority to increase, reduce or re-classify share capital as required.
• Capital Management Tools: The Board is empowered to issue a wide range of securities—including preference shares, warrants, debentures, and Treasury Shares—on terms it deems appropriate. The articles also facilitate share buy-backs, redemptions, scrip dividends and capitalisation of reserves.
• Electronic & Uncertificated Regime: New provisions align with Hong Kong’s upcoming Uncertificated Securities Market (USM) framework. The company can issue, transfer and register shares electronically through the Central Clearing and Settlement System or other SFC-approved platforms, and shareholders may receive notices, dividend information and exercise voting rights via electronic means.
• Modernised Meeting Procedures: General meetings may be conducted physically, electronically or in hybrid format. The Board gains authority to postpone meetings or change venues, and shareholders can attend, speak and vote via electronic facilities.
• Board & Governance: – Minimum two directors; one-third of directors must retire by rotation at each annual general meeting, ensuring each director faces re-election at least every three years. – Directors’ conflicts of interest, borrowing limits, indemnities and insurance cover are expressly detailed. – The company may establish branch registers, including a USM Register, and may refuse share transfers that do not comply with regulatory requirements.
• Dividend Flexibility: Interim and special dividends may be paid in cash or satisfied via scrip issues. Unclaimed dividends outstanding for six years may be forfeited to the company.
• Liability & Indemnity: Directors, officers and auditors are indemnified against liabilities incurred in the course of their duties, except in cases of fraud or wilful default.
The updated memorandum retains broad objects for undertaking investment, financial, trading and advisory activities worldwide, reflecting Sau San Tong’s multi-faceted business scope. These revisions position the company to comply with evolving Hong Kong regulatory standards and to streamline corporate actions under a digital securities environment.