On 20 May 2026, Moody Technology Holdings Limited (MOODY TECH HLDG, 01400) secured shareholder approval for a special resolution that replaces its existing constitutional framework with a new set of Bye-laws. The document, effective immediately, modernises the company’s corporate governance, capital management and shareholder communication mechanisms. Key provisions are as follows:

1. Share Capital and Buy-Back Authorities • Par value confirmed at $0.10 per share. • Board empowered to repurchase or otherwise acquire the company’s own shares, which may thereafter be cancelled, held as treasury shares or re-issued for cash or other consideration, including employee share schemes. • Authority granted to provide financial assistance for share purchases, subject to Bermuda law and Hong Kong Listing Rules.

2. Enhanced Capital Management Tools • Ordinary resolutions can authorise increases, consolidations, subdivisions and re-denomination of share capital. • Special resolutions allow capital reductions, including cancellation of unissued shares. • Capitalisation of reserves may fund fully-paid share issues, including those for employee incentive plans.

3. Modernised Meeting and Voting Framework • Annual general meetings to be held within six months of each financial year-end. • Flexibility introduced for physical, hybrid or fully electronic general meetings, with electronic facilities deemed meeting “locations”. • Notice periods set at 21 clear days for AGMs and 14 clear days for other meetings. • All resolutions decided by poll unless restricted to procedural matters; every fully paid share carries one vote.

4. Electronic Communication & Uncertificated Securities • Shareholders may receive notices, corporate communications and dividend election forms via electronic means or company website posting. • Company accepts electronically transmitted proxy instructions and meeting ballots. • Framework aligns with Hong Kong’s Uncertificated Securities Market (USM) regime, allowing share transfers through electronic systems such as CCASS or UNSRT System.

5. Board Structure & Independence Measures • Minimum two directors with no maximum set; one-third of directors (or nearest number) must retire by rotation at each AGM, ensuring each director faces re-election at least every three years. • Directors prohibited from voting on board resolutions where they or close associates hold a material interest, except for specified exemptions. • Directors granted indemnities against liabilities except in cases of fraud or dishonesty.

6. Dividend and Reserve Policies • Dividends may be paid in cash or satisfied wholly/partly by scrip. • Unclaimed dividends revert to the company after six years. • Creation of a “Subscription Rights Reserve” to support potential warrant exercises without issuing shares below par value.

7. Streamlined Corporate Actions • Corporate action proceeds, including dividends and refund monies, may be paid via electronic funds transfer, with Members able to provide or update electronic instructions. • Documents can be destroyed after statutory retention periods once microfilmed or digitally stored.

8. Audit & Transparency • Auditors appointed annually; financial statements must be audited at least once a year and circulated 21 days before the AGM. • Summarised financial statements may be sent electronically, subject to shareholder request for full reports.

The adoption of these Bye-laws positions MOODY TECH HLDG to operate with greater regulatory flexibility, embrace digital shareholder engagement, and implement modern capital management practices compliant with Bermuda law and Hong Kong Listing Rules.