EX-3.2 3 ex3-2.htm EX-3.2

 

Exhibit 3.2

 

THE COMPANIES ACT (AS REVISED)

 

EXEMPTED COMPANY LIMITED BY SHARES

 

THE AMENDED AND RESTATED

 

MEMORANDUM OF ASSOCIATION

 

OF

 

GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED

 

(Conditionally adopted by way of a special resolution passed on 8 December 2025 and to become effective immediately prior to the completion of the initial public offering of the Company’s ordinary shares with effect from 14 January 2026)

 

  1. The name of the Company is Green Circle Decarbonize Technology Limited.
     
  2. The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
     
  3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.
     
  4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act.
     
  5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
     
  6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
     
  7. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
     
  8. The share capital of the Company is US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each with the Board being empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Companies Act (As Revised).
     
  9. The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.