Tsui Wah Holdings Limited has approved a fully amended and restated Memorandum and Articles of Association, effective 12 August 2026, following a special resolution of shareholders. Key changes are outlined below:
1. Share Capital and Treasury Shares • Authorised share capital remains HK$100.00 million, divided into 10 billion shares of HK$0.01 each. • The Board is empowered to repurchase shares out of capital, hold repurchased shares as treasury shares and re-issue them without the need for separate resolutions.
2. Digital-Ready Framework • Hybrid, electronic and wholly virtual general meetings are expressly permitted, with detailed rules on quorum, voting and adjournment via electronic facilities. • Notices, proxy appointments and corporate documents can be delivered electronically or by website posting, streamlining shareholder communication and reducing paper usage.
3. Uncertificated Securities Regime • All shares that become “participating securities” under Hong Kong’s new Uncertificated Securities Market (USM) Rules will be held and transferred solely in electronic form. • The company may dematerialise or rematerialise shares and charge a reasonable fee for processing in line with the Securities and Futures Ordinance, USM Rules and HKEX Listing Rules.
4. Board Structure and Rotation • The company must have at least two directors; there is no upper limit. • One-third of the directors (or the nearest whole number) will retire by rotation at every annual general meeting and be eligible for re-election, ensuring all directors face re-election at least once every three years.
5. Enhanced Capital Management Tools • The Board may issue warrants or other convertible securities, pay commissions on share issues and vary share rights in line with Cayman law and HKEX requirements. • New powers allow capitalisation of reserves and share premium for scrip dividends or employee share plans, and creation of a “Subscription Rights Reserve” to support warrant exercises below par value.
6. Financial & Reporting Provisions • The financial year-end is fixed at 31 March. • Summarised financial statements may be sent in lieu of full reports if shareholders do not request the complete set, aligning with HKEX rules.
7. Indemnities and Borrowing • Directors, officers and auditors are indemnified against liabilities other than those arising from fraud or dishonesty. • The Board retains broad borrowing powers, including the right to issue debentures and charge company assets.
8. Miscellaneous Updates • Provisions clarify dividend payment methods, including electronic funds transfer. • New rules govern the treatment of untraceable members and allow the sale of shares after 12 years of returned or unclaimed distributions. • The company can migrate by way of continuation to another jurisdiction if approved by the Board.
The overhaul brings Tsui Wah’s constitutional documents in line with the latest Cayman Islands Companies Act revisions, the Hong Kong Listing Rules and the forthcoming USM regime, positioning the group for more flexible capital management and fully digital shareholder engagement.
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