🧾 What This Document Is

This isn't a news announcement or a financial report. It's the official rulebook for GIBO Holdings Ltd. Think of it as the company's constitution. It's filed with the SEC because the company is publicly traded (ticker: GIBOW). This is the "Third Amended and Restated" version, meaning it's an updated and complete replacement of their old rules, last changed on April 6, 2026.

🏢 What The Company Does

The filing doesn't describe GIBO's business in detail. However, the rules state its purpose is "unrestricted." This is a common feature for Cayman Islands companies, giving GIBO the legal flexibility to engage in any business activity not prohibited by law. It can operate globally, though it's restricted from actively trading within the Cayman Islands itself.

👉 In simple terms: GIBO is set up as a flexible shell that can own and operate any type of business worldwide. The real details of its actual operations (e.g., tech, finance, etc.) would be found in its other SEC filings, like its annual report.

💰 The Share Structure (A Key Feature)

This is where the most important details for an investor live. GIBO has two classes of shares, and they have very different powers.

• Class A Ordinary Shares: 45 billion authorized. Each share gets 1 vote.
• Class B Ordinary Shares: 5 billion authorized. Each share gets 20 votes.
• Founder: The document names Lim Chun Yen, a citizen of Malaysia, as the Founder. The Founder holds the powerful Class B shares.

Why it matters: This is a dual-class share structure, creating a voting power imbalance. Even though Class B shares make up only about 10% of the total shares authorized, they represent the vast majority of voting power. This structure lets the Founder and his affiliates control the company's direction, even if they own a smaller portion of the economic equity.

📦 Key Share Rules

• Conversion Power: Class B shares can be converted into Class A shares at any time, one-for-one, at the holder's option. The reverse is not allowed.
• Automatic Conversion: If a Class B share is sold or transferred to someone who is not the Founder or his Affiliate, it automatically converts into a Class A share (losing its super-voting power). This ensures control stays with the Founder's circle unless they explicitly choose to give it up.
• Directors' Power: The Board of Directors has enormous authority to issue new shares, create new share classes with even more rights, and manage the company's capital without needing a shareholder vote for each action.

👥 Board & Governance

The rules establish how the company is governed.

• Board Size: Between 3 and 9 directors, unless shareholders decide otherwise.
• Director Powers: The Directors run the company. They can appoint officers (like a CEO), form committees, borrow money, and delegate tasks. Their decisions are generally final.
• Meetings: Shareholder and board meetings can be held virtually. A "Special Resolution" (requiring a 2/3 majority vote) is needed for major changes like altering share class rights.

📜 Transfer & Ownership Rules

• Transfers: The company can refuse to register any share transfer. All transfers must be in writing and approved by the Directors.
• Lien & Forfeiture: The company has a lien on shares for unpaid money. If a shareholder doesn't pay for their shares (a "call"), the shares can be forfeited and sold.
• Joint Holders: If shares are owned by multiple people, only the first-named (most senior) holder can vote.

⚖️ Big Picture: Strengths & Risks

• 👍 Strength - Founder Control: The dual-class structure provides stable, long-term leadership from the Founder, which can be good for executing a strategic vision without short-term market pressure.
• 👍 Strength - Flexibility: The broad corporate purpose and director powers allow the company to adapt quickly to new business opportunities.
• ⚠️ Risk - Lack of Shareholder Democracy: Public investors buying Class A shares have minimal voting power. Major decisions are effectively controlled by the Founder and the Board he influences.
• ⚠️ Risk - Governance Risk: The significant power concentrated in the Directors means shareholder interests are heavily dependent on the Board's judgment and integrity.

🌍 Industry Context

This corporate structure is common among companies from certain regions (like Asia) and in the tech/startup world going public. Founders often use it to raise public capital while retaining control over their company's mission and strategy. It signals that the company's value is seen as tightly linked to its founder's vision.

🧠 The Analogy

Imagine this filing is the rulebook for a professional sports team.

• The Class A Shares are like general season tickets—they give you a seat and some basic fan rights.
• The Class B Shares are like owning a controlling stake in the franchise itself—they get you 20 votes on every team decision, from the coach to the playbook.
• The Founder is the franchise owner. He can sell his team, but if he sells it to someone outside his family (an Affiliate), that buyer's special controlling shares automatically downgrade to regular season tickets. The rulebook is designed to keep the franchise firmly in the founder's hands.

🧩 Final Takeaway

This document establishes GIBO Holdings as a flexible, founder-controlled company. The critical takeaway is its dual-class share structure, where Founder Lim Chun Yen holds shares with 20 times the voting power of ordinary shares, ensuring his control. For a potential investor, this means you are investing in the Founder's vision with very limited say in the company's governance.