Everbright Digital Holding Ltd 6-K, filed Apr 24, 2025

Everbright Digital Holding Ltd. (EDHL)

6-K 2025-04-24 For: 2025-04-24

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Added on April 12, 2026

About this 6-K

Everbright Digital Holding Ltd filed this 6-K on April 24, 2025.

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	Everbright Digital Holding Limited

Date: April 24, 2025	By:	/s/ Leung Chun Yip
	Name:	Leung Chun Yip
	Title:	Chief Executive Officer

Exhibit No.		Description
3.1		Second amended and restated memorandum and articles of association of Everbright Digital Holding Limited

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5

2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to issue fractions of a Share		6
Power to pay commissions and brokerage fees		6
Trusts not recognised		6
Security interests		6
Power to vary class rights		6
Effect of new Share issue on existing class rights		7
No bearer Shares or warrants		7
Treasury Shares		7
Rights attaching to Treasury Shares and related matters		7
Register of Members		8
Annual Return		8

3	Share certificates	8
Issue of share certificates		8
Renewal of lost or damaged share certificates		9

4	Lien on Shares	9
Nature and scope of lien		9
Company may sell Shares to satisfy lien		10
Authority to execute instrument of transfer		10
Consequences of sale of Shares to satisfy lien		10
Application of proceeds of sale		11

5	Calls on Shares and forfeiture	11
Power to make calls and effect of calls		11
Time when call made		11
Liability of joint holders		12
Interest on unpaid calls		12
Deemed calls		12
Power to accept early payment		12
Power to make different arrangements at time of issue of Shares		12
Notice of default		12
Forfeiture or surrender of Shares		13
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		13
Effect of forfeiture or surrender on former Member		13
Evidence of forfeiture or surrender		14
Sale of forfeited or surrendered Shares		14

6	Transfer of Shares	14
Form of Transfer		14
Power to refuse registration for Shares not listed on a Designated Stock Exchange		14
Suspension of transfers		15
Company may retain instrument of transfer		15
Notice of refusal to register		15

7	Transmission of Shares	15
Persons entitled on death of a Member		15

Registration of transfer of a Share following death or bankruptcy		16
Indemnity		16
Rights of person entitled to a Share following death or bankruptcy		16

8	Alteration of capital	17
Increasing, consolidating, converting, dividing and cancelling share capital		17
Dealing with fractions resulting from consolidation of Shares		17
Reducing share capital		18

9	Redemption and purchase of own Shares	18
Power to issue redeemable Shares and to purchase own Shares		18
Power to pay for redemption or purchase in cash or in specie		18
Effect of redemption or purchase of a Share		18

10	Meetings of Members	19
Annual and extraordinary general meetings		19
Power to call meetings		19
Content of notice		20
Period of notice		20
Persons entitled to receive notice		21
Accidental omission to give notice or non-receipt of notice		21

11	Proceedings at meetings of Members	21
Quorum		21
Lack of quorum		22
Chairman		22
Right of a Director to attend and speak		22
Accommodation of Members at Virtual Meeting		22
Security		23
Adjournment, postponement and cancellation		23
Method of voting		23
Taking of a poll		23
Chairman’s casting vote		24
Written resolutions		24
Sole-Member Company		25

12	Voting rights of Members	26
Right to vote		26
Rights of joint holders		26
Representation of corporate Members		26
Member with mental disorder		27
Objections to admissibility of votes		27
Form of proxy		27
How and when proxy is to be delivered		28
Voting by proxy		29

13	Number of Directors	29

14	Appointment, disqualification and removal of Directors	29
First Directors		29
No age limit		29
Corporate Directors		30
No shareholding qualification		30
Appointment of Directors		30
Board’s power to appoint Directors		30
Removal of Directors		30

Resignation of Directors		31
Termination of the office of Director		31

15	Alternate Directors	31
Appointment and removal		31
Notices		32
Rights of alternate Director		32
Appointment ceases when the appointor ceases to be a Director		32
Status of alternate Director		33
Status of the Director making the appointment		33

16	Powers of Directors	33
Powers of Directors		33
Directors below the minimum number		33
Appointments to office		34
Provisions for employees		34
Exercise of voting rights		34
Remuneration		35
Disclosure of information		35

17	Delegation of powers	35
Power to delegate any of the Directors’ powers to a committee		35
Local boards		36
Power to appoint an agent of the Company		36
Power to appoint an attorney or authorised signatory of the Company		37
Borrowing Powers		37
Corporate Governance		37

18	Meetings of Directors	38
Regulation of Directors’ meetings		38
Calling meetings		38
Notice of meetings		38
Use of technology		38
Quorum		38
Chairman or deputy to preside		38
Voting		38
Recording of dissent		39
Written resolutions		39
Validity of acts of Directors in spite of formal defect		39

19	Permissible Directors’ interests and disclosure	39

20	Minutes	40

21	Accounts and audit	40
Auditors		40

22	Record dates	41

23	Dividends	41
Source of dividends		41
Declaration of dividends by Members		41
Payment of interim dividends and declaration of final dividends by Directors		42
Apportionment of dividends		42
Right of set off		43
Power to pay other than in cash		43
How payments may be made		43

Dividends or other monies not to bear interest in absence of special rights		44
Dividends unable to be paid or unclaimed		44

24	Capitalisation of profits	44
Capitalisation of profits or of any share premium account or capital redemption reserve		44
Applying an amount for the benefit of Members		45

25	Share Premium Account	45
Directors to maintain share premium account		45
Debits to share premium account		45

26	Seal	45
Company seal		45
Duplicate seal		45
When and how seal is to be used		46
If no seal is adopted or used		46
Power to allow non-manual signatures and facsimile printing of seal		46
Validity of execution		46

27	Indemnity	46
Release		47
Insurance		47

28	Notices	48
Form of notices		48
Electronic communications		48
Persons entitled to notices		49
Persons authorised to give notices		49
Delivery of written notices		49
Joint holders		49
Signatures		50
Giving notice to a deceased or bankrupt Member		50
Date of giving notices		50
Saving provision		51

29	Authentication of Electronic Records	51
Application of Articles		51
Authentication of documents sent by Members by Electronic means		51
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		51
Manner of signing		52
Saving provision		52

30	Transfer by way of continuation	52

31	Winding up	53
Distribution of assets in specie		53
No obligation to accept liability		53

32	Amendment of Memorandum and Articles	53
Power to change name or amend Memorandum		53
Power to amend these Articles		53

Method for giving notices	When taken to be given
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member’s registered address	At the time and date it was left

(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted

(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address	48 hours after the date it was sent

(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website