World-Link Logistics Updates Constitution with Third Amended & Restated Memorandum and Articles

Bulletin Express06-04 18:05

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.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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