Seacon Shipping Group Holdings Limited (Seacon) has adopted its Second Amended and Restated Memorandum and Articles of Association following a special resolution passed on 26 June 2026.
Key changes and core provisions include:
1. Authorised Share Capital • Seacon’s authorised share capital is fixed at HK$7.00 million, divided into 700 million ordinary shares of HK$0.01 each. • The company retains the flexibility to increase, reduce, consolidate, subdivide or cancel share capital subject to shareholder approval.
2. Share Issuance and Buy-backs • The Board may issue new shares, warrants or other securities, set terms for redemption, and allot securities with or without pre-emptive rights. • Share buy-backs and treasury-share arrangements are permitted in line with Cayman Islands law and Hong Kong Listing Rules. Shares repurchased may be cancelled or held in treasury; treasury shares carry no voting or dividend rights until reissued.
3. Dividends and Reserves • Dividends can be declared by shareholders and paid in cash or, if the Board elects, satisfied wholly or partly through scrip dividends or distribution of specific assets. • Interim and special dividends may be paid when justified by the company’s financial position, while a 12-year dormancy rule allows sale of unclaimed shares after due notice.
4. Governance Structure • Board size set at a minimum of two directors; every director faces re-election at least once every three years. • Directors may establish committees, delegate powers, and appoint alternate directors. • A quorum for board meetings is two directors; decisions are passed by majority vote with the chair holding a casting vote.
5. Shareholder Meetings • Annual general meetings must be held within six months of financial year-end (31 December). • Meetings can be conducted physically, electronically, or in hybrid form, with a quorum of two shareholders. • All resolutions will be decided by poll unless the chair permits a show of hands for purely procedural matters.
6. Electronic and Uncertificated Shares • Seacon will comply with Hong Kong’s uncertificated securities regime, allowing electronic holding, transfer, and registration of shares. • Notices, dividend elections, and other corporate communications may be sent or made available via electronic means or the company’s website.
7. Indemnities and Insurance • Directors, officers, and auditors are indemnified against liabilities incurred in the execution of their duties, barring fraud, wilful default, or dishonesty. • The company may maintain insurance to cover such liabilities.
8. Winding-up Provisions • Surplus assets, after satisfying liabilities, will be distributed to shareholders proportionally to paid-up capital. • Liquidators may, with shareholder approval, distribute assets in specie.
The revised charter enhances flexibility in capital management, modernises governance procedures—particularly around electronic communications and virtual meetings—and aligns Seacon’s constitutional documents with current Cayman Islands law and Hong Kong listing requirements.
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