WEILI HOLDINGS Limited confirmed that a Special Resolution passed on 22 May 2026 approved the Third Amended and Restated Memorandum and Articles of Association (M&A). The updated M&A comprehensively revises the company’s capital structure, corporate governance framework and shareholder communication practices. Key points are as follows:
1. Capital Structure • Authorised share capital is set at HK$100.00 million, comprising 10.00 billion ordinary shares with a par value of HK$0.01 each. • The Board is empowered to increase, reduce, consolidate, subdivide or redenominate share capital and to issue new shares with or without preferential, deferred or restricted rights. • The company may issue warrants, create different share classes, redeem or repurchase its own shares, and hold repurchased shares as treasury stock, subject to the Companies Act and Listing Rules.
2. Governance Framework • The Board must consist of at least two directors; meetings may be held physically, in hybrid form or entirely electronically, with a quorum of two directors. • All directors are subject to retirement by rotation at least once every three years, and shareholders may remove directors by ordinary resolution. • Shareholders’ general meetings—annual or extraordinary—can also be convened physically, in hybrid form or fully online, with a quorum of two shareholders. • Shareholder notices, proxies and other corporate communications may be delivered electronically, and voting can be conducted via electronic facilities.
3. Shareholder Rights & Dividend Policy • Each fully-paid share carries one vote. • Dividends, including interim, final or special, may be declared by the Board or by shareholders in general meeting; payment can be made in cash or in scrip form, and may be distributed electronically. • A “Subscription Right Reserve” mechanism is established to ensure warrant exercise prices do not fall below par value, safeguarding existing shareholders’ equity.
4. Board Authorities • The Board may borrow, raise or secure funds and issue debentures or other securities. • Directors, officers and other authorised persons are indemnified out of company assets against liabilities incurred in the course of their duties, except in cases of dishonesty, wilful default or fraud.
5. Meetings & Electronic Communications • Notices can be sent by post, electronic mail, publication on the company’s website or via other electronic means. • Shareholders may register electronic addresses for receiving notices and may instruct, vote, or submit proxies electronically. • Unclaimed dividends outstanding for six years may be forfeited and revert to the company.
6. Miscellaneous Provisions • The company can sell shares of shareholders who have been untraceable for 12 years, subject to prescribed safeguards. • The amended M&A permits capitalisation of reserves, creation of employee benefit schemes and maintenance of pension funds.
The new constitutional documents are effective immediately and replace all previous versions, positioning WEILI HOLDINGS for greater flexibility in capital management, enhanced corporate governance and expanded use of digital communication channels with shareholders.
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