Wisewin Innotech Group Limited, formerly known as GC Construction, has adopted its Fourth Amended and Restated Memorandum and Articles of Association by special resolution dated 6 October 2026. The updated constitutional document introduces a series of governance, capital-management and technology-driven enhancements designed to bring the company into full alignment with Hong Kong Listing Rules, the Cayman Islands Companies Act and the forthcoming Uncertificated Securities Market (USM) regime.
Key Highlights
• Authorised Capital Confirmed The company’s authorised share capital remains at HK$100.00 million, divided into 10.00 billion ordinary shares of HK$0.01 each. The Board retains discretion to increase or reduce capital and to issue shares with or without preferential or restricted rights.
• Broader Capital-Management Powers – Introduction of a formal treasury-share framework permitting the company to hold, cancel, transfer or sell repurchased shares, with treasury shares excluded from voting and dividend rights. – Explicit authority to fund share buy-backs out of capital, subject to statutory and Listing Rule constraints. – Enhanced flexibility for capital re-organisation, including consolidation, subdivision, redenomination and variation of class rights via shareholder resolutions.
• Digital & Hybrid Meeting Framework The Articles now recognise physical, hybrid and fully electronic general meetings. Directors may determine meeting formats, electronic participation tools and multiple “Meeting Locations,” ensuring that shareholders attending virtually are deemed present and can exercise full voting rights.
• Uncertificated Securities & Electronic Communication To comply with the Securities and Futures (Uncertificated Securities Market) Rules and HKEX requirements, the company can issue, hold and transfer participating securities (including shares) in electronic form through the Central Clearing and Settlement System (CCASS) or any SFC-approved uncertificated platform. Shareholders may receive notices, dividend advice and other corporate communications electronically or via the company website.
• Revised Voting & Proxy Arrangements All resolutions will be decided by poll unless the chair permits a show of hands on purely procedural matters. Shareholders may appoint multiple proxies; corporate shareholders may authorise more than one representative. Voting can be executed electronically where the Board deems appropriate.
• Clarity on Director Matters – Minimum of two directors; each must stand for re-election at least every three years. – Directors prohibited from voting on board resolutions where they or “close associates” have a material interest, with specific carve-outs for employee benefit schemes and group guarantees. – Directors empowered to approve interim, special and scrip dividends, to establish reserves, and to manage capitalisation issues.
• Dividend & Reserve Policy Updates – Dividends may be paid in cash, scrip or a combination, with exchange-rate flexibility for non-HKD denominated shares. – The board may withhold dividends on shares subject to lien or unpaid calls and may sell shares of untraceable holders after 12 years of unclaimed dividends.
• Strengthened Indemnity & Insurance Directors, officers and auditors are indemnified against liabilities incurred in execution of duties, except in cases of fraud, wilful default or dishonesty. The company may maintain insurance to cover such risks.
• Modernised Administrative Provisions Provisions added for electronic signature, destruction of documents after statutory periods, and authentication of electronic records.
Strategic Implications
The amended charter provides Wisewin Innotech with greater agility in capital management, enables full participation in Hong Kong’s upcoming paperless securities environment, and enhances corporate governance through clearer director responsibilities and shareholder engagement options. These updates position the company to respond more flexibly to market conditions and regulatory developments while protecting shareholder rights.
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