Company Structure and Capital - The share capital of U-BX Technology Ltd. is USD 1,000,000, divided into 10,000,000,000 ordinary shares with a par value of USD 0.0001 each [8]. - The company is an exempted company limited by shares, established under the laws of the Cayman Islands [4]. - The financial year end of the company is December 31, or another date as determined by the Directors [13]. - The company has full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands [7]. - The company is not authorized to issue bearer shares, ensuring all shares are registered [25]. - The company may issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the company or the member [39]. - The company may transfer and be registered as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands [10]. - The Company can transfer and register as a body corporate limited by shares in jurisdictions outside the Cayman Islands, subject to a Special Resolution [169]. - The Company may change its name or amend its Articles and/or Memorandum by Special Resolution, adhering to the Companies Act [170]. Shareholder Rights and Responsibilities - Members are required to pay calls on Shares with at least 14 days' notice, and calls may be paid in installments [50]. - Joint holders of a Share are jointly and severally liable for calls, and the liability remains despite any transfer of the Share [51]. - If a call is not paid by the due date, interest may be charged at a rate determined by the Directors [52]. - Shares may be forfeited if a Member fails to pay a call after a notice period of at least 14 days [54]. - The Company is not obligated to refund any money to Members whose Shares have been forfeited [56]. - A forfeited Share may be sold or disposed of at the Directors' discretion, and proceeds will be used as determined by the Directors [57]. - The registered holder of a Share is treated as the absolute owner, and the Company will not recognize any equitable interests [71]. Directors and Governance - The Company has a board of Directors consisting of not less than one Director, with the ability to impose a maximum or minimum number of Directors as needed [96]. - Directors may be appointed by Ordinary Resolution or by a resolution of the Directors, and they can be removed by similar means [97]. - Each Director holds office for a term fixed by their appointment or indefinitely until certain conditions such as death or resignation occur [98]. - The quorum for Directors' meetings is two if there are two or more Directors, and one if there is only one Director [106]. - Directors may delegate their powers to committees or other Directors, subject to conditions they impose [120]. - The Directors may appoint Officers as necessary, determining their terms and remuneration [124]. - An alternate Director can be appointed by any Director to act in their absence, with full powers [126]. - Directors must act honestly and in good faith in the best interests of the Company [103]. - The minutes of meetings must be recorded, including the names of Directors present [119]. Financial Management and Distributions - The Company may declare and pay distributions from realized and unrealized profits, share premium account, or as permitted by the Companies Act [143]. - Distributions shall be declared and paid according to the par value of the shares held by members [144]. - The Directors may capitalise any sum from reserve accounts or profit and loss accounts for distribution among members [151]. - The Company shall keep proper books of account to provide a true and fair view of its affairs and transactions [156]. - The Directors may appoint an auditor who has the right to access the Company's books and accounts at all times [159]. - Any distribution that remains unclaimed after six months may be paid into a separate account, and unclaimed distributions after six years shall be forfeited [150]. Indemnification and Insurance - The Company may indemnify Directors against liabilities incurred in carrying out their functions, except in cases of actual fraud or wilful default [129]. - The Directors may approve additional remuneration for services beyond ordinary duties [131]. - The Company may maintain insurance for Directors against liabilities incurred in their capacity [135]. Record Keeping and Meetings - The Directors may determine the record date for members entitled to attend meetings or receive distributions [152]. - The Company may divide its assets among Members in kind if wound up, with the liquidator valuing assets as necessary [168].
U-Bx Technology(UBXG) - 2024 Q4 - Annual Report