Wing Fung Group Asia adopts fourth amended and restated Memorandum & Articles; authorised share capital fixed at HK$1.00 billion

Wing Fung Group Asia Limited (WING FUNG GROUP, 08526) announced that shareholders passed a special resolution on 21 May 2026 to adopt the company’s Fourth Amended and Restated Memorandum and Articles of Association (M&A).

Key corporate changes

1. Authorised share capital • Set at HK$1.00 billion, divided into 25.00 billion shares with a par value of HK$0.04 each. • The company is empowered, subject to statutory and Listing Rules restrictions, to repurchase, redeem or hold its own shares as treasury shares and to re-issue or cancel those shares.

2. Governance framework • Minimum of two directors, with one-third of the Board (and each director at least once every three years) subject to retirement by rotation at annual general meetings. • Directors granted broad authority to issue shares, warrants and debt securities, create classes with different voting or economic rights, and approve share buy-backs, subject to shareholder or regulatory approvals where required. • Enhanced indemnity: directors, auditors and officers are entitled to be indemnified out of company assets against losses incurred in the proper discharge of duties.

3. Shareholder rights and meetings • Annual general meeting must be held within six months after each financial year-end (31 December). • The M&A formally recognises the use of electronic or hybrid communication facilities, allowing fully virtual general meetings and electronic voting. • Shareholders holding at least 10% of voting rights can requisition an extraordinary general meeting; a quorum for any general meeting is two members present in person or electronically.

4. Capital management and distributions • The Board may pay interim, special or scrip dividends if justified by profits and may capitalise reserves for bonus share issues. • Dividends unclaimed for six years revert to the company; shares of untraceable members may be sold after 12 years of returned dividends, subject to the prescribed notification process.

5. Uncertificated and electronic shareholding • Shares may be held in uncertificated form through CCASS or other approved systems, aligning with Hong Kong’s upcoming Uncertificated Securities Market regime.

6. Continuation, merger or consolidation • With a special resolution, the company can migrate its place of incorporation outside the Cayman Islands, merge, or consolidate with other entities under the Cayman Companies Act.

The amended M&A modernises WING FUNG GROUP’s corporate governance, aligns it with updated Listing Rules, and increases operational flexibility in capital management, electronic communications and shareholder engagement.