VSTECS Adopts Amended and Restated Memorandum & Articles, Expanding Electronic Governance Provisions

VSTECS Holdings Limited confirmed that shareholders passed a special resolution at the 26 May 2026 annual general meeting approving a full amendment and restatement of the company’s Memorandum and Articles of Association.

Key changes

• Electronic governance – The new Articles explicitly recognise electronic and hybrid general meetings, electronic voting, and electronic delivery of notices, proxy instructions and corporate-action proceeds.

• Share capital framework – Par value of shares is maintained at HK$0.10, while the Board’s authority to repurchase shares and hold treasury shares is formalised. Treasury shares are excluded from voting rights.

• Capital management tools – Directors can consolidate, subdivide, cancel or re-designate shares, issue different classes of shares with varied voting rights, and capitalise reserves for scrip dividends or other distributions, subject to shareholder approval where required.

• Uncertificated securities – The Articles align with Hong Kong’s Uncertificated Securities Market (USM) regime, allowing electronic share registration and transfer through approved systems such as the Central Clearing and Settlement System (CCASS) and the forthcoming UNSRT platform.

• Board and shareholder meetings – Quorum, voting and notice provisions are updated. At least two directors constitute a quorum; one-third of directors must retire at each AGM; and members holding at least one-tenth of paid-up voting capital may requisition an extraordinary general meeting.

• Dividend flexibility – Dividends may be paid from realised or unrealised profits, share premium, or other distributable reserves, and may be satisfied wholly or partly in cash, shares or other assets. Unclaimed dividends revert to the company after six years.

• Directors’ powers and indemnity – The Board’s authority to borrow, grant financial assistance, and delegate powers is clarified. Directors and officers receive an indemnity against liabilities other than those arising from fraud or dishonesty.

• Accounting and audit – Financial statements must be audited annually; the financial year-end remains 31 December.

• Amendments and winding-up – Future changes to the Memorandum or Articles require a special resolution. Liquidation distributions will follow paid-up capital proportions, with flexibility to distribute assets in specie.

The updated constitutional document is effective immediately following shareholder approval and aligns VSTECS’s corporate governance framework with current Hong Kong listing rules, electronic transaction standards and Cayman Islands company law.