World-Link Logistics (Asia) Holding Limited has formally adopted its Third Amended and Restated Memorandum and Articles of Association following a special resolution passed on 4 June 2026.
Key amendments and corporate governance highlights include:
1. Authorised Share Capital • Set at HK$100.00 million, divided into 10.00 billion ordinary shares of HK$0.01 each, with authority to increase, reduce, subdivide or consolidate share capital. • New flexibility for the company to issue preference shares, create classes with different voting or dividend rights, and hold repurchased shares as treasury stock.
2. Enhanced Shareholder Engagement • Annual general meetings must be held within six months after each financial year-end. • The Articles recognise physical, hybrid and fully electronic general meetings, enabling shareholders to participate and vote virtually via approved electronic facilities. • Notices of meetings can be delivered electronically or by posting on the company’s and the Hong Kong Stock Exchange (HKEX) websites, subject to shareholder consent.
3. Share Repurchase & Treasury Shares • The Board may buy back shares out of capital or distributable profits, hold repurchased shares as treasury shares, cancel them or re-issue them, and finance share acquisitions within statutory and HKEX limits. Treasury shares carry no voting or dividend rights while held by the company.
4. Director & Board Provisions • The company must have at least two directors, with no maximum cap. • All directors are subject to re-election at least once every three years. • Directors owing fiduciary duties may vote on matters where permitted by the HKEX Listing Rules. • Directors, officers and authorised representatives are indemnified against liabilities incurred in the course of their duties, except in cases of fraud or dishonesty.
5. Dividend & Capital Management • Dividends can be paid in cash or, subject to shareholder election, through scrip dividends involving fully paid shares. • Unclaimed dividends may be invested for the company’s benefit and forfeited after six years. • The Board may capitalise reserves for bonus share issues or other distributions.
6. Administrative Modernisation • Provisions added for electronic communications, electronic execution of documents, and use of a securities seal for share certificates. • Clear rules for handling untraceable shareholders, destruction of old documents, and maintenance of a subscription right reserve for warrant exercises.
7. Registered Office • The company’s registered office is located at Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands.
The updated constitutional framework aims to align World-Link Logistics’ governance with current Cayman Islands law and HKEX Listing Rules while providing greater operational flexibility and facilitating digital shareholder engagement.
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