Global Mofy(US:GMM)2026-01-09 21:10Share Capital and Shareholder Rights - The authorized share capital of GLOBAL MOFY AI LIMITED is US$1,020,000.00, divided into 30,000,000,000 Class A Shares and 4,000,000,000 Class B Shares, each with a par value of US$0.00003[3]. - Each Class A Share entitles the holder to one vote, while each Class B Share entitles the holder to twenty votes on all matters at general meetings[18]. - Class B Shares do not confer any rights to receive dividends, whereas Class A Shares do[18]. - The Company has the power to issue shares with special rights or restrictions as determined by the Directors[7]. - The liability of each Shareholder is limited to the amount unpaid on their shares[6]. - Shareholders holding at least 30% of voting rights can requisition a general meeting, ensuring significant shareholder influence in Company decisions[54]. - The Company may fix a record date for determining shareholders entitled to dividends, ensuring clarity in dividend distribution[51]. Share Management and Financial Security - The Company may purchase its own shares, including redeemable shares, on terms determined by the Directors[20]. - The Company has a first priority lien on every partly paid or unpaid share for all moneys called or payable, ensuring financial security for the Company[22]. - The Directors may sell shares on which the Company has a lien after a 14-day notice period, allowing for effective management of unpaid shares[23]. - If a call remains unpaid, interest will accrue at a rate of 10% per annum until payment is made, incentivizing timely payments from shareholders[28]. - The Company may forfeit shares if payment requirements are not met after a specified notice period, allowing for the recovery of unpaid amounts[34]. - The Directors have the authority to make arrangements regarding the payment of calls on partly paid shares, providing flexibility in financial management[30]. - The Company may increase its share capital through new shares as per Ordinary Resolution, allowing for potential growth and expansion[48]. Meetings and Resolutions - A general meeting requires at least five clear days' notice to shareholders, specifying the meeting's details[44]. - A quorum for a general meeting is one or more shareholders holding at least one-third of the voting power of all outstanding shares[58]. - If a quorum is not present within half an hour, the meeting will be adjourned to the same time and place seven days later[59]. - Shareholders may participate in meetings via telephone or similar communication equipment, which counts as presence[60]. - Resolutions at general meetings are typically decided by a show of hands unless a poll is demanded by the chairman or shareholders holding at least 30% of the voting rights[64]. - A written resolution can be passed without a meeting if all shareholders entitled to vote are notified and agree[52]. Directors and Management - Directors may appoint additional directors at any time, and the company can fix the maximum and minimum number of directors by ordinary resolution[79]. - Directors are entitled to remuneration as determined by the board, with no shareholding qualification required unless specified[81]. - The company may validate prior acts of directors that breach their duties through a special resolution[86]. - Directors have the power to borrow money and mortgage the company's property as needed[87]. - The Directors have the authority to appoint various officers, including a President and Vice-Presidents, to manage the Company as deemed necessary[88]. - The Company may establish local or divisional boards for management purposes, with Directors having the power to delegate authority to these boards[97]. - The Directors are responsible for maintaining minutes of meetings, including appointments and resolutions made[107]. - A quorum for Directors' meetings is two if there are two or more Directors, and one if there is only one Director[101]. - Directors may participate in meetings via telephone or similar communication equipment, which counts as presence at the meeting[100]. - The Directors may delegate powers to committees, which must include a majority of Independent Directors as required by listing rules[90]. Dividends and Financial Management - Directors may declare dividends from legally available funds, including interim dividends, subject to the approval of an Ordinary Resolution[119]. - Dividends may be paid in cash or in kind, and will be declared based on the amount paid on shares or their par value if unpaid[123][124]. - The Company may set aside reserves from available funds before declaring dividends for contingencies or equalizing dividends[121]. - The Company may capitalize any part of its profits not required for paying preferential dividends or any sum standing to the credit of the share premium account[77]. - The amount resolved to be capitalized must be appropriated to Shareholders in the same proportions as if it had been distributed by way of dividend[135]. - Any dividend that remains unclaimed for a period of six years shall be forfeited to the Company[127]. Accounting and Auditing - The Company may appoint Auditors, but is not required to do so, and the accounts shall be audited as determined by the Company[131]. - The Directors shall establish a share premium account and carry to its credit a sum equal to the premium paid on the issue of any share[132]. - The books of account relating to the Company's affairs shall be kept at the registered office or other places determined by the Directors[128]. Legal and Administrative Provisions - The Company may execute deeds without a seal by the signature of a Director or Secretary, as authorized by the Directors[118]. - Any notice or document served by post shall be deemed to have been served five days after posting[138]. - The Directors have the authority to present a petition for the winding up of the Company without the sanction of a resolution passed at a general meeting[146].