Share Capital and Shares - The authorized share capital of Orangekloud Technology Inc. is US$50,000, divided into 50,000,000 Ordinary Shares with a nominal value of US$0.001 each[7]. - The company has 35,000,000 Class A Shares and 15,000,000 Class B Shares, both with a nominal value of US$0.001 each[7]. - The Company has the authority to allot, issue, and dispose of shares without shareholder approval, including preferred shares[21]. - Directors may issue preferred shares with rights greater than ordinary shares, including voting rights and dividend preferences[23]. - Class B Shares are convertible into Class A Shares at a ratio of one-to-one upon request by the holder[40]. - The Company may redeem or purchase its own Shares as approved by the Board or Shareholders[15]. - The Company may increase its share capital by an amount determined by an Ordinary Resolution[42]. - The Company has a first lien on every share for all amounts payable, including dividends[31]. - The Directors may call upon shareholders for unpaid amounts on their shares with a minimum notice of fourteen days[33]. - If a shareholder fails to pay a call, the Directors may forfeit the shares after providing a notice[33]. - The transfer of shares requires a written instrument and may be subject to Directors' consent[34]. - The Directors may decline to register any transfer of shares that are not fully paid up or on which the Company has a lien[35]. - The Company may cancel any Shares that have not been taken or agreed to be taken, reducing its share capital accordingly[45]. - No dividends or distributions may be declared in respect of Treasury Shares[50]. - The legal personal representative of a deceased sole Shareholder is recognized as the only title holder[37]. - The Company must notify the transferor and transferee within three months if a transfer is refused[38]. - Shareholders must deliver notice for business or nominations at least 90 days before the annual general meeting[52]. - The company requires a majority of shareholders holding at least 95% of the shares to convene an extraordinary general meeting[54]. - A quorum for general meetings is defined as at least one shareholder holding one-third of all votes[54]. - Each Class A Shareholder has one vote, while each Class B Shareholder has ten votes at general meetings[55]. - If a quorum is not present within 30 minutes of the scheduled meeting time, the meeting will be dissolved[56]. - Proxies may be appointed by shareholders to vote on their behalf, and a proxy need not be a shareholder[59]. - The instrument appointing a proxy must be deposited at the registered office at least 48 hours before the meeting[59]. - A resolution in writing signed by all shareholders is as valid as if passed at a general meeting[60]. Directors and Management - The Directors are responsible for keeping the register of members at a location they determine[20]. - The Directors have the authority to manage the Company's business and may delegate powers to committees or individuals as they see fit[68]. - The Board of Directors must include a number of Independent Directors as required by applicable laws[63]. - Casual vacancies on the Board can be filled by a majority vote of the remaining Directors[63]. - At each annual general meeting, one-third of the Directors will retire by rotation[64]. - The Company allows any Director to appoint an alternate to act on their behalf at meetings, with the alternate entitled to vote as a Director when the appointing Director is absent[65]. - Directors may be removed by an Ordinary Resolution, with a notice period of at least ten calendar days required for the meeting[66]. - The remuneration of Directors can be determined by the Directors or through an Ordinary Resolution, and they are entitled to reimbursement for expenses incurred in connection with their duties[66]. - Directors must declare any interest in contracts or transactions with the Company at meetings, and may vote on such matters despite their interest[79]. - The Company does not require Directors to hold shares as a qualification for their position[66]. - The Directors may appoint a Secretary and other officers as necessary for the administration of the Company[69]. - A Director may participate in meetings via telephone or similar communication equipment, which counts as being present[77]. - The continuing Directors may act despite any vacancy, but only for specific purposes such as increasing their number[81]. Financial Matters - The Company must prepare an annual return and declaration each year, delivering a copy to the Registrar of Companies in the Cayman Islands[87]. - The accounts relating to the Company's affairs shall be audited as determined by the Directors, with the financial year end also set by them[86]. - Directors may set aside funds as reserves before declaring dividends, applicable for contingencies or equalizing dividends[82]. - The Company may recommend dividends to be paid wholly or partly by the distribution of specific assets, subject to Shareholder approval[84]. - Any dividend unclaimed after six years may be forfeited by the Board of Directors and revert to the Company[84]. - The financial year of the Company ends on December 31st and begins on January 1st each year[97]. - The Company may indemnify its Directors and Officers against liabilities incurred in the conduct of the Company's business, excluding cases of dishonesty or fraud[98]. Legal and Regulatory Compliance - The company is exempted from trading in the Cayman Islands except for business conducted outside the jurisdiction[5]. - The company may deregister in the Cayman Islands and register in another jurisdiction[8]. - The Company shall not recognize any trust in relation to shares, ensuring absolute rights to shareholders[99]. - In the event of winding up, assets will be distributed among shareholders in proportion to the par value of their shares[103]. - The Directors may close the Register for transfers for a period not exceeding 40 calendar days to determine shareholder entitlements[102]. - The Company may be registered by way of continuation in a jurisdiction outside the Cayman Islands by Special Resolution[104]. - The Directors are authorized to disclose information regarding the Company's affairs to regulatory or judicial authorities[105]. - Notices may be served to Shareholders personally, by mail, or electronically, with deemed receipt occurring fourteen days after posting[36]. - The Company may maintain a facsimile of the Seal for use in various jurisdictions, which must be affixed in accordance with Directors' resolutions[75].
Orangekloud Technology Inc.(ORKT) - 2024 Q4 - Annual Report